**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

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**FORM 10-K**

 

**(Mark One)**

 
| **x**                                                 | **ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF   THE SECURITIES EXCHANGE ACT OF 1934**     |
|-------------------------------------------------------|----------------------------------------------------------------------------------------------------------|
| ** **                                            | ** **                                                                                               |
| **For the fiscal year ended December 31, 2010.** |
| ** **                                            |
| **or**                                                |
| ** **                                            | ** **                                                                                               |
| **o**                                                 | **TRANSITION REPORT PURSUANT TO SECTION 13 OR   15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** |

 

**For the transition period from             to             **

 

**333-169151, 333-107495, 333-130030, 333-144945 333-107495-02, 333-130030-01, 333-144945-01**

**(Commission File Numbers)**

 

**GE CAPITAL CREDIT CARD MASTER NOTE TRUST**

(Exact Name of Issuing Entity as Specified in its Charter)

 

**RFS HOLDING, L.L.C.**

(Exact Name of Depositor as Specified in its Charter)

 

**GE MONEY BANK**

(Exact Name of Sponsor as Specified in its Charter)

 

**Delaware**

(State of Organization of the Issuing Entity)

 

**57-1173164**

(I.R.S. Employer Identification No. for Registrant)

 

**c/o General Electric Capital Corporation**

**901 Main Avenue  Norwalk, CT**

**(877) 441-5094** (Address and Telephone Number of Principal Executive Offices of Registrant)

 

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934: **None**

 

Securities registered pursuant to Section 12(g) of the Securities Exchange Act of 1934: **None**

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  o Yes  x No

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Exchange Act.  o Yes  x No

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  x Yes  o No

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  x Yes  o No

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one):

 

| Large Accelerated Filer: o |   | Accelerated Filer: o         |
|----------------------------|--------|------------------------------|
|                       |   |                         |
| Non-Accelerated Filer: x   |   | Smaller reporting company: o |

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  Yes o  No x

 

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.

 

Registrant does not have any voting or non-voting common equity held by non-affiliates as of the date of this report, has not been involved in bankruptcy proceedings during the past five years and is not a corporate registrant.

 

Documents Incorporated by Reference.  **None.**

 

 

 

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**INTRODUCTORY NOTE**

 

This Annual Report on Form 10-K (the “Report”) is filed with respect to GE Capital Credit Card Master Note Trust (the “Trust”), a statutory trust formed under the laws of the State of Delaware.  The Trust has issued the following series of asset-backed notes that were registered pursuant to the Securities Act of 1933 prior to effectiveness of Regulation AB and that were outstanding during the fiscal year ended December 31, 2010:

 

·      $952,500,000 in aggregate principal amount of asset-backed notes, Classes A, B and C, Series 2005-1 (the “Series 2005-1 Notes”), which were paid in full on March 15, 2010; and

 

·      $714,375,000 in aggregate principal amount of asset-backed notes, Classes A, B and C, Series 2005-3 (the “Series 2005-3 Notes” and, together with the Series 2005-1 Notes, the “Pre-Regulation AB Notes”), which were paid in full on June 15, 2010.

 

In no-action letters issued to a variety of issuers of asset-backed securities, whose principal assets are receivables generated under consumer credit card accounts, the Division of Corporation Finance has stated that it would not raise any objection if modified reports on Form 10-K were filed omitting certain information required by Form 10-K. In reliance particularly on the letter relating to Private Label Credit Card Master Trust, HRSI Funding Inc. (May 20, 1992), the Company has omitted or modified responses to certain Items in this Report with respect to the Pre-Regulation AB Notes.

 

The Trust has issued the following series of asset-backed notes that were registered pursuant to the Securities Act of 1933 following the effectiveness of Regulation AB and that were outstanding during the fiscal year ended December 31, 2010:

 

·      $1,202,800,000 in aggregate principal amount of asset-backed notes, Classes A, B and C, Series 2007-1 (the “Series 2007-1 Notes”), which were paid in full on March 15, 2010;

 

·      $1,039,840,000 in aggregate principal amount of asset-backed notes, Classes A, B and C, Series 2007-2 (the “Series 2007-2 Notes”);

 

·      $1,455,000,000 in aggregate principal amount of asset-backed notes, Classes A, B and C, Series 2007-3 (the “Series 2007-3 Notes”), which were paid in full on June 15, 2010;

 

·      $485,000,000 in aggregate principal amount of asset-backed notes, Classes A, B and C, Series 2007-4 (the “Series 2007-4 Notes”);

 

·      $1,278,350,515 in aggregate principal amount of asset-backed notes, Classes A, B and C, Series 2009-1 (the “Series 2009-1 Notes”);

 

·      $2,222,500,000 in aggregate principal amount of asset-backed notes, Classes A, B and C, Series 2009-2 (the “Series 2009-2 Notes”);

 

·      $952,500,000 in aggregate principal amount of asset-backed notes, Classes A, B and C, Series 2009-3 (the “Series 2009-3 Notes”);

 

2

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·      $603,250,000 in aggregate principal amount of asset-backed notes, Classes A, B and C, Series 2009-4 (the “Series 2009-4 Notes”);

 

·      $635,000,000 in aggregate principal amount of asset backed notes, Classes A, B and C, Series 2010-1 (the “Series 2010-1 Notes”);

 

·      $317,500,000 in aggregate principal amount of asset backed notes, Classes A, B and C, Series 2010-2 (the “Series 2010-2 Notes”); and

 

·      $986,000,000 in aggregate principal amount of asset backed notes, Classes A and B, Series 2010-3 (the “Series 2010-3 Notes”) and, together with the Series 2007-1 Notes, the Series 2007-2 Notes, the Series 2007-3 Notes, the Series 2007-4 Notes, the Series 2009-1 Notes, the Series 2009-2 Notes, the Series 2009-3 Notes, the Series 2009-4 Notes, the Series 2010-1 Notes and the Series 2010-2 Notes, the “Regulation AB Notes”).

 

**PART I**

 

**THE FOLLOWING ITEMS HAVE BEEN OMITTED IN ACCORDANCE WITH GENERAL INSTRUCTION J TO FORM 10-K:**

 

**(A)****         ****Item 1:****      ****Business**

 

**(B)****         ****Item 1A:****   ****Risk Factors**

 

**(C)****         ****Item 2:****      ****Properties**

 

**(D)****         ****Item 4:****      ****(Removed and Reserved)**

 

**Item 1B. Unresolved Staff Comments.**

 

Not applicable.

 

**Item 3. Legal Proceedings.**

 

There were no material legal proceedings involving the Trust, RFS Holding, L.L.C. or, to the extent relating to the Trust or the assets of the Trust, the Indenture Trustee, GE Money Bank, any servicer for the Trust or the Owner Trustee, which were pending at December 31, 2010 or as of the date of this report, other than ordinary routine litigation involving the assets of the Trust or the duties of the Indenture Trustee, the Owner Trustee, the Servicer or the Transferor.

 

**PART II**

 

**THE FOLLOWING ITEMS HAVE BEEN OMITTED IN ACCORDANCE WITH GENERAL INSTRUCTION J TO FORM 10-K:**

 

**(A)****         ****Item 6:****      ****Selected Financial Data**

 

**(B)****         ****Item 7:****      ****Management’s Discussion and Analysis of Financial Condition and Results of Operations**

 

**(C)****         ****Item 7A:****   ****Quantitative and Qualitative Disclosures about Market Risk**

 

**(D)****         ****Item 8:****      ****Financial Statements and Supplementary Data**

 

**(E)****          ****Item 9:****      ****Changes in and Disagreements with Accountants on Accounting and Financial Disclosure**

 

**(F)****          ****Item 9A:****   ****Controls and Procedures**

 

**Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.**

 

(a)           To the best knowledge of the Registrant, there is no established public trading market for the Notes.

 

Each publicly-offered class of the Trust’s Notes is represented by one or more notes registered in the name of Cede & Co., the nominee of The Depository Trust Company.

 

(b)           Not applicable.

 

(c)           Not applicable.

 

3

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**Item 9A(T). Controls and Procedures.**

 

Not applicable.

 

**Item 9B. Other Information.**

 

None.

 

**PART III**

 

**THE FOLLOWING ITEMS HAVE BEEN OMITTED IN ACCORDANCE WITH GENERAL INSTRUCTION J TO FORM 10-K:**

 

**(A)****         ****Item 10:****   ****Directors, Executive Officers and Corporate Governance**

 

**(B)****         ****Item 11:****   ****Executive Compensation**

 

**(C)****         ****Item 13:****   ****Certain Relationships and Related Transactions, and Director Independence**

 

**(D)****         ****Item 14:****   ****Principal Accountant Fees and Services**

 

**Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters**

 

RFS Holding, L.L.C. owns 100% of the beneficial interest in the Trust pursuant to the Trust Agreement.

 

Each publicly offered class of the Trust’s Notes is represented by one or more notes registered in the name of Cede & Co., the nominee of The Depository Trust Company.

 

**PART IV**

 

**Item 15. Exhibits, Financial Statement Schedules.**

 

The exhibits listed below are either included or incorporated by reference as indicated:

 
| Exhibit 3.1 |   | Certificate   of Formation of RFS Holding, L.L.C. dated December 19, 2002   (incorporated by reference to Exhibit 3.1 of Form 10-K filed by GE   Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on   March 30, 2007)                                                                                                                                                                                                                                                                                                      |
|------------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| Exhibit 3.2 |   | Second   Amended and Restated Limited Liability Company Agreement of RFS Holding,   L.L.C., dated September 29, 2008 (incorporated by reference to Exhibit   3.1 of the current report on Form 8-K filed by GE Capital Credit Card Master   Note Trust and RFS Holding, L.L.C. on October 1, 2008)                                                                                                                                                                                                                                                 |
|             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| Exhibit 4.1 |   | Master   Indenture, dated as of September 25, 2003, between GE Capital Credit   Card Master Note Trust, as Issuer and Deutsche Bank Trust Company Americas,   as Indenture Trustee (incorporated by reference to Exhibit 4.1 of   Amendment No. 1 to Form S-3 Registration Statement filed   May 20, 2004 (No. 333-107495, 333-107495-01 and 333-107495-02))                                                                                                                                                                   |
|             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| Exhibit 4.2 |   | Omnibus   Amendment No. 1 to Securitization Documents, dated as of   February 9, 2004, among RFS Holding, L.L.C., RFS Funding Trust, GE Money   Bank, GE Capital Credit Card Master Note Trust, Deutsche Bank Trust Company   Delaware, as Trustee of RFS Funding Trust, and Deutsche Bank Trust Company   Americas, as Indenture Trustee (incorporated by reference to   Exhibit 4.16 of Amendment No. 1 to Form S-3 Registration   Statement filed on May 20, 2004 (No. 333-107495, 333-107495-01 and   333-107495-02)) |

 

4

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| Exhibit 4.3  |   | Second   Amendment to Master Indenture, dated as of June 17, 2004, between GE   Capital Credit Card Master Note Trust and Deutsche Bank Trust Company   Americas (incorporated by reference to Exhibit 4.4 of the current report   on Form 8-K filed by GE Capital Credit Card Master Note Trust and   RFS Holding, L.L.C. on July 2, 2004) |
|-------------------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|              |   |                                                                                                                                                                                                                                                                                                                                                                 |
| Exhibit 4.4  |   | Third   Amendment to Master Indenture, dated as of August 31, 2006, between GE   Capital Credit Card Master Note Trust and Deutsche Bank Trust Company   Americas (incorporated by reference to Exhibit 4.1 of the current report   on Form 8-K filed by GE Capital Credit Card Master Note Trust on   September 5, 2006)                   |
|              |   |                                                                                                                                                                                                                                                                                                                                                                 |
| Exhibit 4.5  |   | Fourth   Amendment to Master Indenture, dated as of June 28, 2007, between GE   Capital Credit Card Master Note Trust and Deutsche Bank Trust Company   Americas (incorporated by reference to Exhibit 4.2 of the current report   on Form 8-K filed by GE Capital Credit Card Master Note Trust on   July 3, 2007)                         |
|              |   |                                                                                                                                                                                                                                                                                                                                                                 |
| Exhibit 4.6  |   | Fifth   Amendment to Master Indenture, dated as of May 22, 2008, between GE   Capital Credit Card Master Note Trust and Deutsche Bank Trust Company   Americas (incorporated by reference to Exhibit 4.1 of the current report   on Form 8-K filed by GE Capital Credit Card Master Note Trust on   May 28, 2008)                           |
|              |   |                                                                                                                                                                                                                                                                                                                                                                 |
| Exhibit 4.7  |   | Sixth   Amendment to Master Indenture, dated as of August 7, 2009, between GE   Capital Credit Card Master Note Trust and Deutsche Bank Trust Company   Americas (incorporated by reference to Exhibit 4.1 of the current report   on Form 8-K filed by GE Capital Credit Card Master Note Trust on   August 7, 2009)                       |
|              |   |                                                                                                                                                                                                                                                                                                                                                                 |
| Exhibit 4.8  |   | Series 2007-2   Indenture Supplement, dated as of March 29, 2007 (incorporated by   reference to Exhibit 4.1 of the current report on Form 8-K filed by   RFS Holding, L.L.C. and GE Capital Credit Card Master Note Trust on   April 4, 2007)                                                                                              |
|              |   |                                                                                                                                                                                                                                                                                                                                                                 |
| Exhibit 4.9  |   | Supplemental   Indenture No. 1 to Series 2007-2 Indenture Supplement, dated as of   June 22, 2009 (incorporated by reference to Exhibit 4.1 of the   current report on Form 8-K filed by RFS Holding, L.L.C. and GE Capital   Credit Card Master Note Trust on June 22, 2009)                                                          |
|              |   |                                                                                                                                                                                                                                                                                                                                                                 |
| Exhibit 4.10 |   | Series 2007-4   Indenture Supplement, dated as of June 28, 2007 (incorporated by   reference to Exhibit 4.1 of the current report on Form 8-K filed by   RFS Holding, L.L.C. and GE Capital Credit Card Master Note Trust on July 3,   2007)                                                                                                |

 

5

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| Exhibit 4.11 |   | Supplemental   Indenture No. 1 to Series 2007-4 Indenture Supplement, dated as of   June 22, 2009 (incorporated by reference to Exhibit 4.2 of the   current report on Form 8-K filed by RFS Holding, L.L.C. and GE Capital   Credit Card Master Note Trust on June 22, 2009)                                                            |
|-------------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|              |   |                                                                                                                                                                                                                                                                                                                                                                   |
| Exhibit 4.12 |   | Series 2009-1   Indenture Supplement, dated as of May 12, 2009 (incorporated by   reference to Exhibit 4.1 of the current report on Form 8-K filed by   RFS Holding, L.L.C. and GE Capital Credit Card Master Note Trust on   May 18, 2009)                                                                                                   |
|              |   |                                                                                                                                                                                                                                                                                                                                                                   |
| Exhibit 4.13 |   | Series 2009-2   Indenture Supplement, dated as of August 13, 2009 (incorporated by   reference to Exhibit 4.1 of the current report on Form 8-K filed by   RFS Holding, L.L.C. and GE Capital Credit Card Master Note Trust on   August 13, 2009)                                                                                             |
|              |   |                                                                                                                                                                                                                                                                                                                                                                   |
| Exhibit 4.14 |   | Series 2009-3   Indenture Supplement, dated as of September 21, 2009 (incorporated by   reference to Exhibit 4.1 of the current report on Form 8-K filed by   RFS Holding, L.L.C. and GE Capital Credit Card Master Note Trust on   September 23, 2009)                                                                                       |
|              |   |                                                                                                                                                                                                                                                                                                                                                                   |
| Exhibit 4.15 |   | Series 2009-4   Indenture Supplement, dated as of November 24, 2009 (incorporated by   reference to Exhibit 4.1 of the current report on Form 8-K filed by   RFS Holding, L.L.C. and GE Capital Credit Card Master Note Trust on   November 25, 2009)                                                                                         |
|              |   |                                                                                                                                                                                                                                                                                                                                                                   |
| Exhibit 4.16 |   | Series 2010-1   Indenture Supplement, dated as of March 31, 2010, between GE Capital   Credit Card Master Note Trust, and Deutsche Bank Trust Company Americas   (incorporated by reference to Exhibit 4.1 of the current report on   Form 8-K filed by GE Capital Credit Card Master Note Trust and RFS   Holding, L.L.C. on March 31, 2010) |
|              |   |                                                                                                                                                                                                                                                                                                                                                                   |
| Exhibit 4.17 |   | Series 2010-2   Indenture Supplement, dated as of April 7, 2010, between GE Capital   Credit Card Master Note Trust, and Deutsche Bank Trust Company Americas   (incorporated by reference to Exhibit 4.1of the current report on   Form 8-K filed by GE Capital Credit Card Master Note Trust and RFS   Holding, L.L.C. on April 12, 2010)   |
|              |   |                                                                                                                                                                                                                                                                                                                                                                   |
| Exhibit 4.18 |   | Series 2010-3   Indenture Supplement, dated as of June 24, 2010, between GE Capital   Credit Card Master Note Trust, and Deutsche Bank Trust Company Americas   (incorporated by reference to Exhibit 4.1of the current report on   Form 8-K filed by GE Capital Credit Card Master Note Trust and RFS   Holding, L.L.C. on June 29, 2010)    |

 

6

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| Exhibit 4.19 |   | Series 2011-1   Indenture Supplement, dated as of January 27, 2011, between GE Capital   Credit Card Master Note Trust, and Deutsche Bank Trust Company Americas   (incorporated by reference to Exhibit 4.1of the current report on   Form 8-K filed by GE Capital Credit Card Master Note Trust and RFS   Holding, L.L.C. on January 31, 2011)                                                                                  |
|-------------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| Exhibit 4.20 |   | Omnibus   Supplement to Specified Indenture Supplements, dated as of October 13,   2010, between GE Capital Credit Card Master Note Trust, and Deutsche Bank   Trust Company Americas (incorporated by reference to Exhibit 4.1of the   current report on Form 8-K filed by GE Capital Credit Card Master Note   Trust and RFS Holding, L.L.C. on October 13, 2010)                                                                    |
|              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| Exhibit 4.21 |   | Trust   Agreement, dated as of September 25, 2003, between RFS Holding, L.L.C.   and The Bank of New York (Delaware) (incorporated by reference to   Exhibit 4.3 of Amendment No. 1 to Form S-3 Registration   Statement filed on May 20, 2004 (No. 333-107495, 333-107495-01 and   333-107495-02))                                                                                                                          |
|              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| Exhibit 4.22 |   | Custody   and Control Agreement, dated as of September 25, 2003 by and among   Deutsche Bank Trust Company of Americas, in its capacity as Custodian and in   its capacity as Indenture Trustee, and GE Capital Credit Card Master Note   Trust (incorporated by reference to Exhibit 4.8 of Amendment No. 1   to Form S-3 Registration Statement filed on May 20, 2004   (No. 333-107495, 333-107495-01 and 333-107495-02)) |
|              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| Exhibit 4.23 |   | Receivables   Sale Agreement, dated as of June 27, 2003, between GE Money Bank and RFS   Holding, L.L.C. (incorporated by reference to Exhibit 4.9 of Amendment   No. 1 to Form S-3 Registration Statement filed on May 20, 2004   (No. 333-107495, 333-107495-01 and 333-107495-02))                                                                                                                                        |
|              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| Exhibit 4.24 |   | RSA   Assumption Agreement and Second Amendment to Receivables Sale Agreement,   dated as of February 7, 2005, between GE Money Bank and   RFS Holding, L.L.C. (incorporated by reference to Exhibit 4.2 of   the current report on Form 8-K filed by GE Capital Credit Card   Master Note Trust and RFS Holding, L.L.C. on February 7, 2005)                                                                           |

 

7

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| Exhibit 4.25 |   | Third   Amendment to Receivables Sale Agreement, dated as of December 21, 2006,   between GE Money Bank and RFS Holding, L.L.C. (incorporated by reference to   Exhibit 4.1 of the current report on Form 8-K filed by GE Capital   Credit Card Master Note Trust and RFS Holding, L.L.C. on December 21,   2006)                                |
|-------------------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|              |   |                                                                                                                                                                                                                                                                                                                                                                 |
| Exhibit 4.26 |   | Fourth   Amendment to Receivables Sale Agreement, dated as of May 21, 2008,   between GE Money Bank and RFS Holding, L.L.C. (incorporated by reference to   Exhibit 4.2 of the current report on Form 8-K filed by GE Capital   Credit Card Master Note Trust and RFS Holding, L.L.C. on May 28, 2008)                                           |
|              |   |                                                                                                                                                                                                                                                                                                                                                                 |
| Exhibit 4.27 |   | Designation   of Removed Accounts and Fifth Amendment to Receivables Sale Agreement, dated   as of December 29, 2008, between GE Money Bank and RFS Holding, L.L.C.   (incorporated by reference to Exhibit 4.1 of the current report on   Form 8-K filed by GE Capital Credit Card Master Note Trust and RFS   Holding, L.L.C. on December 30, 2008) |
|              |   |                                                                                                                                                                                                                                                                                                                                                                 |
| Exhibit 4.28 |   | Designation   of Removed Accounts and Sixth Amendment to Receivables Sale Agreement, dated   as of February 26, 2009, between GE Money Bank and RFS Holding, L.L.C.   (incorporated by reference to Exhibit 4.1 of the current report on   Form 8-K filed by GE Capital Credit Card Master Note Trust and RFS   Holding, L.L.C. on February 26, 2009) |
|              |   |                                                                                                                                                                                                                                                                                                                                                                 |
| Exhibit 4.29 |   | Seventh   Amendment to Receivables Sale Agreement, dated as of November 23, 2010,   between GE Money Bank, and RFS Holding, L.L.C. (incorporated by reference to   Exhibit 4.1 of the current report on Form 8-K filed by GE Capital   Credit Card Master Note Trust and RFS Holding, L.L.C. on November 24,   2010)                             |
|              |   |                                                                                                                                                                                                                                                                                                                                                                 |
| Exhibit 4.30 |   | Transfer   Agreement, dated as of September 25, 2003, between RFS Holding, L.L.C.   and GE Capital Credit Card Master Note Trust (incorporated by reference to   Exhibit 4.12 of Amendment No. 1 to Form S-3 Registration   Statement filed on May 20, 2004 (No. 333-107495, 333-107495-01 and   333-107495-02))                       |
|              |   |                                                                                                                                                                                                                                                                                                                                                                 |
| Exhibit 4.31 |   | Second   Amendment to Transfer Agreement, dated as of June 17, 2004, between RFS Holding,   L.L.C. and GE Capital Credit Card Master Note Trust (incorporated by   reference to Exhibit 4.3 of the current report on Form 8-K filed by   GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on   July 2, 2004)           |
|              |   |                                                                                                                                                                                                                                                                                                                                                                 |
| Exhibit 4.32 |   | Third   Amendment to Transfer Agreement, dated as of November 21, 2004, between   RFS Holding, L.L.C. and GE Capital Credit Card Master Note Trust   (incorporated by reference to Exhibit 4.1 of the current report on   Form 8-K filed by GE Capital Credit Card Master Note Trust and RFS   Holding, L.L.C. on November 24, 2004)   |

 

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| Exhibit 4.33 |   | Fourth   Amendment to Transfer Agreement, dated as of August 31, 2006, between   RFS Holding, L.L.C. and GE Capital Credit Card Master Note Trust   (incorporated by reference to Exhibit 4.2 of the current report on   Form 8-K filed by GE Capital Credit Card Master Note Trust on   September 5, 2006)                                                                        |
|-------------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|              |   |                                                                                                                                                                                                                                                                                                                                                                                                             |
| Exhibit 4.34 |   | Fifth   Amendment to Transfer Agreement, dated as of December 21, 2006, between   RFS Holding, L.L.C. and GE Capital Credit Card Master Note Trust   (incorporated by reference to Exhibit 4.2 of the current report on   Form 8-K filed by GE Capital Credit Card Master Note Trust and RFS   Holding, L.L.C. on December 21, 2006)                                                         |
|              |   |                                                                                                                                                                                                                                                                                                                                                                                                             |
| Exhibit 4.35 |   | Sixth   Amendment to Transfer Agreement, dated as of May 21, 2008, between RFS   Holding, L.L.C. and GE Capital Credit Card Master Note Trust (incorporated by   reference to Exhibit 4.4 of the current report on Form 8-K filed by   GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on   May 28, 2008)                                                                   |
|              |   |                                                                                                                                                                                                                                                                                                                                                                                                             |
| Exhibit 4.36 |   | Reassignment   of Receivables in Removed Accounts and Seventh Amendment to Transfer   Agreement, dated as of December 29, 2008, between RFS Holding, L.L.C.   and GE Capital Credit Card Master Note Trust (incorporated by reference to   Exhibit 4.2 of the current report on Form 8-K filed by GE Capital   Credit Card Master Note Trust and RFS Holding, L.L.C. on December 30,   2008) |
|              |   |                                                                                                                                                                                                                                                                                                                                                                                                             |
| Exhibit 4.37 |   | Reassignment   of Receivables in Removed Accounts and Eighth Amendment to Transfer   Agreement, dated as of February 26, 2009, between RFS Holding, L.L.C.   and GE Capital Credit Card Master Note Trust (incorporated by reference to   Exhibit 4.2 of the current report on Form 8-K filed by GE Capital   Credit Card Master Note Trust and RFS Holding, L.L.C. on February 26,   2009)  |
|              |   |                                                                                                                                                                                                                                                                                                                                                                                                             |
| Exhibit 4.38 |   | Ninth   Amendment to Transfer Agreement, dated as of March 31, 2010, between RFS   Holding, L.L.C., and GE Capital Credit Card Master Note Trust (incorporated   by reference to Exhibit 4.1 of the current report on Form 8-K filed   by GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on   March 31, 2010)                                                              |
|              |   |                                                                                                                                                                                                                                                                                                                                                                                                             |
| Exhibit 4.39 |   | Servicing   Agreement, dated as of June 27, 2003, by and among RFS Funding   Trust, GE Capital Credit Card Master Note Trust and GE Money Bank   (incorporated by reference to Exhibit 4.13 of Amendment No. 1 to   Form S-3 Registration Statement filed on May 20, 2004   (No. 333-107495, 333-107495-01 and 333-107495-02))                                           |

 

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| Exhibit 4.40 |   | Servicing   Assumption Agreement, dated as of February 7, 2005, by GE Money   Bank (incorporated by reference to Exhibit 4.1 of the current report on   Form 8-K filed by GE Capital Credit Card Master Note Trust and   RFS Holding, L.L.C. on February 7, 2005)                                                                                                                                                                                   |
|-------------------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| Exhibit 4.41 |   | First   Amendment to Servicing Agreement, dated as of May 22, 2006, between   GE Capital Credit Master Note Trust and GE Money Bank (incorporated   by reference to Exhibit 4.1 of the current report of Form 8-K filed   by GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on   May 25, 2006)                                                                                                                                    |
|              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| Exhibit 4.42 |   | Second   Amendment to Servicing Agreement, dated as of June 28, 2007, between   GE Capital Credit Master Note Trust and GE Money Bank (incorporated   by reference to Exhibit 4.1 of the current report of Form 8-K filed   by GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on   June 28, 2007)                                                                                                                                 |
|              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| Exhibit 4.43 |   | Instrument   of Resignation, Appointment and Acceptance and Third Amendment to Servicing   Agreement, dated as of May 22, 2008, between GE Capital Credit   Master Note Trust, GE Money Bank and General Electric Capital   Corporation (incorporated by reference to Exhibit 4.3 of the current   report of Form 8-K filed by GE Capital Credit Card Master Note   Trust and RFS Holding, L.L.C. on May 28, 2008)                                  |
|              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| Exhibit 4.44 |   | Administration   Agreement, dated as of September 25, 2003, among GE Capital Credit   Card Master Note Trust, General Electric Capital Corporation, as   administrator, and The Bank of New York (Delaware), not in its individual   capacity but solely as Trustee (incorporated by reference to   Exhibit 4.14 of Amendment No. 1 to Form S-3 Registration   Statement filed on May 20, 2004 (No. 333-107495, 333-107495-01 and   333-107495-02)) |
|              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| Exhibit 4.45 |   | First   Amendment to Administration Agreement, dated as of May 4, 2009, between   GE Capital Credit Card Master Note Trust and General Electric Capital   Corporation (incorporated by reference to Exhibit 4.1 of the current   report on Form 8-K filed by GE Capital Credit Card Master Note Trust and   RFS Holding, L.L.C. on May 6, 2009)                                                                                                                    |
|              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| Exhibit 4.46 |   | Form of   Subservicing Agreement between General Electric Capital Corporation and   Affiliated Subservicers (incorporated by reference to Exhibit 4.17 of   Amendment No. 2 to Form S-3 filed on June 14, 2006   (No. 333-130030))                                                                                                                                                                                                                       |

 

10

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| Exhibit 4.47 |   | ISDA   Novation Agreement, dated as of September 1, 2010, among GE Capital   Credit Card Master Note Trust, The Royal Bank of Scotland N.V., as   transferor, and The Royal Bank of Scotland plc, as transferee (incorporated   by reference to Exhibit 4.1 of the current report on Form 8-K filed   by GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on   September 7, 2010) |
|-------------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|              |   |                                                                                                                                                                                                                                                                                                                                                                                                                  |
| Exhibit 4.48 |   | ISDA   Master Agreement (Class A), dated March 29, 2007, between ABN AMRO   Bank N.V. and GE Capital Credit Card Master Note Trust (incorporated by   reference to Exhibit 4.2 of the current report on Form 8-K filed by   GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on April 4,   2007)                                                                             |
|              |   |                                                                                                                                                                                                                                                                                                                                                                                                                  |
| Exhibit 4.49 |   | ISDA   Master Agreement (Class B), dated March 29, 2007, between ABN AMRO   Bank N.V. and GE Capital Credit Card Master Note Trust (incorporated by   reference to Exhibit 4.3 of the current report on Form 8-K filed by   GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on   April 4, 2007)                                                                             |
|              |   |                                                                                                                                                                                                                                                                                                                                                                                                                  |
| Exhibit 4.50 |   | ISDA   Master Agreement (Class C), dated March 29, 2007, between ABN AMRO   Bank N.V. and GE Capital Credit Card Master Note Trust (incorporated by   reference to Exhibit 4.4 of the current report on Form 8-K filed by   GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on   April 4, 2007)                                                                             |
|              |   |                                                                                                                                                                                                                                                                                                                                                                                                                  |
| Exhibit 4.51 |   | Schedule   (Class A) to ISDA Master Agreement, dated March 29, 2007, between   ABN AMRO Bank N.V. and GE Capital Credit Card Master Note Trust (incorporated   by reference to Exhibit 4.5 of the current report on Form 8-K filed   by GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on   April 4, 2007)                                                                 |
|              |   |                                                                                                                                                                                                                                                                                                                                                                                                                  |
| Exhibit 4.52 |   | Schedule   (Class B) to ISDA Master Agreement, dated March 29, 2007, between   ABN AMRO Bank N.V. and GE Capital Credit Card Master Note Trust (incorporated   by reference to Exhibit 4.6 of the current report on Form 8-K filed   by GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on April 4,   2007)                                                                 |
|              |   |                                                                                                                                                                                                                                                                                                                                                                                                                  |
| Exhibit 4.53 |   | Schedule   (Class C) to ISDA Master Agreement, dated March 29, 2007, between   ABN AMRO Bank N.V. and GE Capital Credit Card Master Note Trust (incorporated   by reference to Exhibit 4.7 of the current report on Form 8-K filed   by GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on   April 4, 2007)                                                                 |
|              |   |                                                                                                                                                                                                                                                                                                                                                                                                                  |
| Exhibit 4.54 |   | Confirmation   (Class A) to ISDA Master Agreement, dated March 29, 2007, between   ABN AMRO Bank N.V. and GE Capital Credit Card Master Note Trust (incorporated   by reference to Exhibit 4.8 of the current report on Form 8-K filed   by GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on   April 4, 2007)                                                             |

 

11

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| Exhibit 4.55 |   | Confirmation   (Class B) to ISDA Master Agreement, dated March 29, 2007, between   ABN AMRO Bank N.V. and GE Capital Credit Card Master Note Trust (incorporated   by reference to Exhibit 4.9 of the current report on Form 8-K filed   by GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on   April 4, 2007)          |
|-------------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|              |   |                                                                                                                                                                                                                                                                                                                                                               |
| Exhibit 4.56 |   | Confirmation   (Class C) to ISDA Master Agreement, dated March 29, 2007, between   ABN AMRO Bank N.V. and GE Capital Credit Card Master Note Trust (incorporated   by reference to Exhibit 4.10 of the current report on Form 8-K   filed by GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on   April 4, 2007)         |
|              |   |                                                                                                                                                                                                                                                                                                                                                               |
| Exhibit 4.57 |   | Credit   Support Annex (Class A) to ISDA Master Agreement, dated March 29,   2007, between ABN AMRO Bank N.V. and GE Capital Credit Card Master Note Trust   (incorporated by reference to Exhibit 4.11 of the current report on   Form 8-K filed by GE Capital Credit Card Master Note Trust and RFS   Holding, L.L.C. on April 4, 2007) |
|              |   |                                                                                                                                                                                                                                                                                                                                                               |
| Exhibit 4.58 |   | Credit   Support Annex (Class B) to ISDA Master Agreement, dated March 29,   2007, between ABN AMRO Bank N.V. and GE Capital Credit Card Master Note Trust   (incorporated by reference to Exhibit 4.12 of the current report on   Form 8-K filed by GE Capital Credit Card Master Note Trust and RFS   Holding, L.L.C. on April 4, 2007) |
|              |   |                                                                                                                                                                                                                                                                                                                                                               |
| Exhibit 4.59 |   | Credit   Support Annex (Class C) to ISDA Master Agreement, dated March 29,   2007, between ABN AMRO Bank N.V. and GE Capital Credit Card Master Note Trust   (incorporated by reference to Exhibit 4.13 of the current report on   Form 8-K filed by GE Capital Credit Card Master Note Trust and RFS   Holding, L.L.C. on April 4, 2007) |
|              |   |                                                                                                                                                                                                                                                                                                                                                               |
| Exhibit 4.60 |   | ISDA   Master Agreement (Class A), dated June 28, 2007, between Bank of   America, N.A. and GE Capital Credit Card Master Note Trust (incorporated by reference   to Exhibit 4.2 of the current report on Form 8-K filed by GE   Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on July 3,   2007)                         |
|              |   |                                                                                                                                                                                                                                                                                                                                                               |
| Exhibit 4.61 |   | ISDA   Master Agreement (Class B), dated June 28, 2007, between Bank of   America, N.A. and GE Capital Credit Card Master Note Trust (incorporated by   reference to Exhibit 4.3 of the current report on Form 8-K filed by   GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on   July 3, 2007)                         |

 

12

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| Exhibit 4.62 |   | ISDA   Master Agreement (Class C), dated June 28, 2007, between Bank of   America, N.A. and GE Capital Credit Card Master Note Trust (incorporated by   reference to Exhibit 4.4 of the current report on Form 8-K filed by   GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on   July 3, 2007)                          |
|-------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|              |   |                                                                                                                                                                                                                                                                                                                                                                |
| Exhibit 4.63 |   | Schedule   (Class A) to ISDA Master Agreement, dated June 28, 2007, between   Bank of America, N.A. and GE Capital Credit Card Master Note Trust   (incorporated by reference to Exhibit 4.5 of the current report on   Form 8-K filed by GE Capital Credit Card Master Note Trust and RFS   Holding, L.L.C. on July 3, 2007)              |
|              |   |                                                                                                                                                                                                                                                                                                                                                                |
| Exhibit 4.64 |   | Schedule   (Class B) to ISDA Master Agreement, dated June 28, 2007, between   Bank of America, N.A. and GE Capital Credit Card Master Note Trust   (incorporated by reference to Exhibit 4.6 of the current report on   Form 8-K filed by GE Capital Credit Card Master Note Trust and RFS   Holding, L.L.C. on July 3, 2007)              |
|              |   |                                                                                                                                                                                                                                                                                                                                                                |
| Exhibit 4.65 |   | Schedule   (Class C) to ISDA Master Agreement, dated June 28, 2007, between   Bank of America, N.A. and GE Capital Credit Card Master Note Trust   (incorporated by reference to Exhibit 4.7 of the current report on   Form 8-K filed by GE Capital Credit Card Master Note Trust and RFS   Holding, L.L.C. on July 3, 2007)              |
|              |   |                                                                                                                                                                                                                                                                                                                                                                |
| Exhibit 4.66 |   | Confirmation   (Class A) to ISDA Master Agreement, dated June 28, 2007, between   Bank of America, N.A. and GE Capital Credit Card Master Note Trust   (incorporated by reference to Exhibit 4.8 of the current report on   Form 8-K filed by GE Capital Credit Card Master Note Trust and RFS   Holding, L.L.C. on July 3, 2007)          |
|              |   |                                                                                                                                                                                                                                                                                                                                                                |
| Exhibit 4.67 |   | Confirmation   (Class B) to ISDA Master Agreement, dated June 28, 2007, between   Bank of America, N.A. and GE Capital Credit Card Master Note Trust   (incorporated by reference to Exhibit 4.9 of the current report on   Form 8-K filed by GE Capital Credit Card Master Note Trust and RFS   Holding, L.L.C. on July 3, 2007)          |
|              |   |                                                                                                                                                                                                                                                                                                                                                                |
| Exhibit 4.68 |   | Confirmation   (Class C) to ISDA Master Agreement, dated June 28, 2007, between   Bank of America, N.A. and GE Capital Credit Card Master Note Trust   (incorporated by reference to Exhibit 4.10 of the current report on   Form 8-K filed by GE Capital Credit Card Master Note Trust and RFS   Holding, L.L.C. on July 3, 2007)         |
|              |   |                                                                                                                                                                                                                                                                                                                                                                |
| Exhibit 4.69 |   | Credit   Support Annex (Class A) to ISDA Master Agreement, dated June 28,   2007, between Bank of America, N.A. and GE Capital Credit Card Master Note   Trust (incorporated by reference to Exhibit 4.11 of the current report   on Form 8-K filed by GE Capital Credit Card Master Note Trust and RFS   Holding, L.L.C. on July 3, 2007) |

 

13

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| Exhibit 4.70 |   | Credit   Support Annex (Class B) to ISDA Master Agreement, dated June 28,   2007, between Bank of America, N.A. and GE Capital Credit Card Master Note   Trust (incorporated by reference to Exhibit 4.12 of the current report   on Form 8-K filed by GE Capital Credit Card Master Note Trust and RFS   Holding, L.L.C. on July 3, 2007) |
|-------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|              |   |                                                                                                                                                                                                                                                                                                                                                                |
| Exhibit 4.71 |   | Credit   Support Annex (Class C) to ISDA Master Agreement, dated June 28,   2007, between Bank of America, N.A. and GE Capital Credit Card Master Note   Trust (incorporated by reference to Exhibit 4.13 of the current report   on Form 8-K filed by GE Capital Credit Card Master Note Trust and RFS Holding,   L.L.C. on July 3, 2007) |

 
| Exhibit 31.1 |   | Certification of   Officer of Depositor delivered with respect to the Pre-Regulation AB Notes                                                                |
|-------------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------|
|              |   |                                                                                                                                                         |
| Exhibit 31.2 |   | Certification of   Officer of Depositor delivered with respect to the Regulation AB Notes                                                                    |
|              |   |                                                                                                                                                         |
| Exhibit 33.1 |   | Report on Assessment of   Compliance with Servicing Criteria for Asset-Backed Securities of GE Consumer   Finance, Inc.                                 |
|              |   |                                                                                                                                                         |
| Exhibit 33.2 |   | Report on Assessment of   Compliance with Servicing Criteria for Asset-Backed Securities of General   Electric Capital Corporation                           |
|              |   |                                                                                                                                                         |
| Exhibit 33.3 |   | Report on Assessment of   Compliance with Servicing Criteria for Asset-Backed Securities of Deutsche   Bank Trust Company Americas                           |
|              |   |                                                                                                                                                         |
| Exhibit 34.1 |   | Attestation Report on   Assessment of Compliance with Servicing for Asset-Backed Securities of KPMG   LLP, on behalf of GE Consumer Finance, Inc.       |
|              |   |                                                                                                                                                         |
| Exhibit 34.2 |   | Attestation Report on   Assessment of Compliance with Servicing for Asset-Backed Securities of KPMG   LLP, on behalf of General Electric Capital Corporation |
|              |   |                                                                                                                                                         |
| Exhibit 34.3 |   | Attestation Report on   Assessment of Compliance with Servicing for Asset-Backed Securities of KPMG   LLP, on behalf of Deutsche Bank Trust Company Americas |
|              |   |                                                                                                                                                         |
| Exhibit 35.1 |   | Servicing Compliance   Statement of GE Consumer Finance, Inc.                                                                                           |
|              |   |                                                                                                                                                         |
| Exhibit 35.2 |   | Servicing Compliance Statement of General Electric   Capital Corporation                                                                                     |

 

**SUBSTITUTE INFORMATION PROVIDED IN ACCORDANCE WITH GENERAL INSTRUCTION J TO FORM 10-K:**

 

**Item 1112(b) of Regulation AB. Significant Obligors of Pool Assets (Financial Information).**

 

Not applicable.

 

**Item 1114(b)(2) of Regulation AB. Credit Enhancement and Other Support, Except for Certain Derivatives Instruments (Information Regarding Significant Enhancement Providers).**

 

Not applicable.

 

14

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**Item 1115(b) of Regulation AB.****Certain Derivatives Instruments (Financial Information).**

 

Not applicable.

 

**Item 1117 of Regulation AB. Legal Proceedings.**

 

There are no legal proceedings pending or proceedings known to be contemplated by governmental authorities against any of Deutsche Bank Trust Company Americas (“DBTCA”), as indenture trustee (the “Indenture Trustee”), BNY Mellon Trust of Delaware (formerly known as BNYM (Delaware)) (the “Owner Trustee”), GE Money Bank (the “Sponsor”), RFS Holding, L.L.C. (the “Depositor”), General Electric Capital Corporation (“GE Capital” or the “Servicer”), any sub-servicer for the Issuing Entity or GE Capital Credit Card Master Note Trust (the “Issuing Entity”), or of which any property of foregoing is subject, that are material to holders of the Regulation AB Notes.

 

**Item 1119 of Regulation AB. Affiliations and Certain Relationships and Related Transactions.**

 

The information required by item 1119 of Regulation AB has been omitted from this report on Form 10-K in reliance on the Instruction to Item 1119.

 

**Item 1122 of Regulation AB Compliance with Applicable Servicing Criteria.**

 

Each of GE Capital, GE Consumer Finance, Inc. and DBTCA (in its capacity as Indenture Trustee) (collectively, the “PPSF’s”) have each been identified by the registrant as parties participating in the servicing function with respect to more than 5% of the pool assets held by the Issuing Entity.  Each of the PPSF’s has completed a report on an assessment of compliance with the servicing criteria applicable to it (each, a “Servicing Report”), which Servicing Reports are attached as exhibits to this Form 10-K.  In addition, each of the PPSF’s has provided an attestation report (each, an “Attestation Report”) by one or more registered public accounting firms, which Attestation Reports are also attached as exhibits to this Form 10-K.  Neither the Servicing Reports nor the Attestation Reports have identified any material instances of noncompliance with the servicing criteria applicable to the Servicing Parties.

 

**Item 1123 of Regulation AB. Servicer Compliance Statement.**

 

Each of GE Consumer Finance, Inc. and GE Capital has completed a Statement of Compliance with applicable servicing criteria (a “Compliance Statement”) signed by an authorized officer of such servicer.  Each Compliance Statement is attached as an exhibit to this 10-K.

 

15

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**SIGNATURES**

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date:  March 28, 2011

 

 
|   | RFS HOLDING, L.L.C., as   Depositor |
|--------|-------------------------------------|
|   |                                |   |
|   |                                |   |
|   | By:                                 | /s/ Vishal Gulati |
|   | Name:                               | Vishal Gulati |
|   | Title:                              | Principal Financial   Officer, and as the senior officer in charge of securitization |

 

**Supplemental Information to be Furnished With Reports Filed Pursuant to Section 15(d) of the Act by Registrants Which Have Not Registered Securities Pursuant to Section 12 of the Act.**

 

No annual report or proxy materials have been sent to security holders and no such report or proxy materials are to be furnished to security holders subsequent to the filing of this Annual Report on Form 10-K.

 

16

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**EXHIBIT INDEX**

 
| Exhibit 3.1 |   | Certificate   of Formation of RFS Holding, L.L.C. dated December 19, 2002   (incorporated by reference to Exhibit 3.1 of Form 10-K filed by GE   Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on   March 30, 2007)                                                                                                                                                                                                                                                                                                      |
|------------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| Exhibit 3.2 |   | Second   Amended and Restated Limited Liability Company Agreement of RFS Holding,   L.L.C., dated September 29, 2008 (incorporated by reference to Exhibit 3.1 of   the current report on Form 8-K filed by GE Capital Credit Card Master Note   Trust and RFS Holding, L.L.C. on October 1, 2008)                                                                                                                                                                                                                                                           |
|             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| Exhibit 4.1 |   | Master   Indenture, dated as of September 25, 2003, between GE Capital Credit   Card Master Note Trust, as Issuer and Deutsche Bank Trust Company Americas,   as Indenture Trustee (incorporated by reference to Exhibit 4.1 of   Amendment No. 1 to Form S-3 Registration Statement filed   May 20, 2004 (No. 333-107495, 333-107495-01 and 333-107495-02))                                                                                                                                                                   |
|             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| Exhibit 4.2 |   | Omnibus   Amendment No. 1 to Securitization Documents, dated as of   February 9, 2004, among RFS Holding, L.L.C., RFS Funding Trust, GE Money   Bank, GE Capital Credit Card Master Note Trust, Deutsche Bank Trust Company   Delaware, as Trustee of RFS Funding Trust, and Deutsche Bank Trust Company   Americas, as Indenture Trustee (incorporated by reference to   Exhibit 4.16 of Amendment No. 1 to Form S-3 Registration   Statement filed on May 20, 2004 (No. 333-107495, 333-107495-01 and   333-107495-02)) |

 

17

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| Exhibit 4.3  |   | Second   Amendment to Master Indenture, dated as of June 17, 2004, between GE   Capital Credit Card Master Note Trust and Deutsche Bank Trust Company   Americas (incorporated by reference to Exhibit 4.4 of the current report   on Form 8-K filed by GE Capital Credit Card Master Note Trust and   RFS Holding, L.L.C. on July 2, 2004) |
|-------------------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|              |   |                                                                                                                                                                                                                                                                                                                                                                 |
| Exhibit 4.4  |   | Third   Amendment to Master Indenture, dated as of August 31, 2006, between GE   Capital Credit Card Master Note Trust and Deutsche Bank Trust Company   Americas (incorporated by reference to Exhibit 4.1 of the current report   on Form 8-K filed by GE Capital Credit Card Master Note Trust on   September 5, 2006)                   |
|              |   |                                                                                                                                                                                                                                                                                                                                                                 |
| Exhibit 4.5  |   | Fourth   Amendment to Master Indenture, dated as of June 28, 2007, between GE   Capital Credit Card Master Note Trust and Deutsche Bank Trust Company   Americas (incorporated by reference to Exhibit 4.2 of the current report   on Form 8-K filed by GE Capital Credit Card Master Note Trust on   July 3, 2007)                         |
|              |   |                                                                                                                                                                                                                                                                                                                                                                 |
| Exhibit 4.6  |   | Fifth   Amendment to Master Indenture, dated as of May 22, 2008, between GE   Capital Credit Card Master Note Trust and Deutsche Bank Trust Company   Americas (incorporated by reference to Exhibit 4.1 of the current report   on Form 8-K filed by GE Capital Credit Card Master Note Trust on   May 28, 2008)                           |
|              |   |                                                                                                                                                                                                                                                                                                                                                                 |
| Exhibit 4.7  |   | Sixth   Amendment to Master Indenture, dated as of August 7, 2009, between GE   Capital Credit Card Master Note Trust and Deutsche Bank Trust Company   Americas (incorporated by reference to Exhibit 4.1 of the current report   on Form 8-K filed by GE Capital Credit Card Master Note Trust on August 7,   2009)                       |
|              |   |                                                                                                                                                                                                                                                                                                                                                                 |
| Exhibit 4.8  |   | Series 2007-2   Indenture Supplement, dated as of March 29, 2007 (incorporated by   reference to Exhibit 4.1 of the current report on Form 8-K filed by   RFS Holding, L.L.C. and GE Capital Credit Card Master Note Trust on   April 4, 2007)                                                                                              |
|              |   |                                                                                                                                                                                                                                                                                                                                                                 |
| Exhibit 4.9  |   | Supplemental   Indenture No. 1 to Series 2007-2 Indenture Supplement, dated as of   June 22, 2009 (incorporated by reference to Exhibit 4.1 of the   current report on Form 8-K filed by RFS Holding, L.L.C. and GE Capital   Credit Card Master Note Trust on June 22, 2009)                                                          |
|              |   |                                                                                                                                                                                                                                                                                                                                                                 |
| Exhibit 4.10 |   | Series 2007-4   Indenture Supplement, dated as of June 28, 2007 (incorporated by   reference to Exhibit 4.1 of the current report on Form 8-K filed by   RFS Holding, L.L.C. and GE Capital Credit Card Master Note Trust on July 3,   2007)                                                                                                     |

 

18

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| Exhibit 4.11 |   | Supplemental   Indenture No. 1 to Series 2007-4 Indenture Supplement, dated as of   June 22, 2009 (incorporated by reference to Exhibit 4.2 of the   current report on Form 8-K filed by RFS Holding, L.L.C. and GE Capital   Credit Card Master Note Trust on June 22, 2009)                                                            |
|-------------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|              |   |                                                                                                                                                                                                                                                                                                                                                                   |
| Exhibit 4.12 |   | Series 2009-1   Indenture Supplement, dated as of May 12, 2009 (incorporated by   reference to Exhibit 4.1 of the current report on Form 8-K filed by   RFS Holding, L.L.C. and GE Capital Credit Card Master Note Trust on   May 18, 2009)                                                                                                   |
|              |   |                                                                                                                                                                                                                                                                                                                                                                   |
| Exhibit 4.13 |   | Series 2009-2   Indenture Supplement, dated as of August 13, 2009 (incorporated by   reference to Exhibit 4.1 of the current report on Form 8-K filed by   RFS Holding, L.L.C. and GE Capital Credit Card Master Note Trust on   August 13, 2009)                                                                                             |
|              |   |                                                                                                                                                                                                                                                                                                                                                                   |
| Exhibit 4.14 |   | Series 2009-3   Indenture Supplement, dated as of September 21, 2009 (incorporated by   reference to Exhibit 4.1 of the current report on Form 8-K filed by   RFS Holding, L.L.C. and GE Capital Credit Card Master Note Trust on   September 23, 2009)                                                                                       |
|              |   |                                                                                                                                                                                                                                                                                                                                                                   |
| Exhibit 4.15 |   | Series 2009-4   Indenture Supplement, dated as of November 24, 2009 (incorporated by   reference to Exhibit 4.1 of the current report on Form 8-K filed by   RFS Holding, L.L.C. and GE Capital Credit Card Master Note Trust on   November 25, 2009)                                                                                         |
|              |   |                                                                                                                                                                                                                                                                                                                                                                   |
| Exhibit 4.16 |   | Series 2010-1   Indenture Supplement, dated as of March 31, 2010, between GE Capital   Credit Card Master Note Trust, and Deutsche Bank Trust Company Americas   (incorporated by reference to Exhibit 4.1 of the current report on   Form 8-K filed by GE Capital Credit Card Master Note Trust and RFS   Holding, L.L.C. on March 31, 2010) |
|              |   |                                                                                                                                                                                                                                                                                                                                                                   |
| Exhibit 4.17 |   | Series 2010-2   Indenture Supplement, dated as of April 7, 2010, between GE Capital   Credit Card Master Note Trust, and Deutsche Bank Trust Company Americas   (incorporated by reference to Exhibit 4.1of the current report on   Form 8-K filed by GE Capital Credit Card Master Note Trust and RFS   Holding, L.L.C. on April 12, 2010)   |
|              |   |                                                                                                                                                                                                                                                                                                                                                                   |
| Exhibit 4.18 |   | Series 2010-3   Indenture Supplement, dated as of June 24, 2010, between GE Capital   Credit Card Master Note Trust, and Deutsche Bank Trust Company Americas   (incorporated by reference to Exhibit 4.1of the current report on   Form 8-K filed by GE Capital Credit Card Master Note Trust and RFS   Holding, L.L.C. on June 29, 2010)    |

 

19

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| Exhibit 4.19 |   | Series 2011-1   Indenture Supplement, dated as of January 27, 2011, between GE Capital   Credit Card Master Note Trust, and Deutsche Bank Trust Company Americas   (incorporated by reference to Exhibit 4.1of the current report on   Form 8-K filed by GE Capital Credit Card Master Note Trust and RFS   Holding, L.L.C. on January 31, 2011)                                                                                  |
|-------------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| Exhibit 4.20 |   | Omnibus   Supplement to Specified Indenture Supplements, dated as of October 13,   2010, between GE Capital Credit Card Master Note Trust, and Deutsche Bank   Trust Company Americas (incorporated by reference to Exhibit 4.1of the   current report on Form 8-K filed by GE Capital Credit Card Master Note   Trust and RFS Holding, L.L.C. on October 13, 2010)                                                                    |
|              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| Exhibit 4.21 |   | Trust   Agreement, dated as of September 25, 2003, between RFS Holding, L.L.C.   and The Bank of New York (Delaware) (incorporated by reference to   Exhibit 4.3 of Amendment No. 1 to Form S-3 Registration   Statement filed on May 20, 2004 (No. 333-107495, 333-107495-01 and   333-107495-02))                                                                                                                          |
|              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| Exhibit 4.22 |   | Custody   and Control Agreement, dated as of September 25, 2003 by and among   Deutsche Bank Trust Company of Americas, in its capacity as Custodian and in   its capacity as Indenture Trustee, and GE Capital Credit Card Master Note   Trust (incorporated by reference to Exhibit 4.8 of Amendment No. 1   to Form S-3 Registration Statement filed on May 20, 2004 (No. 333-107495,   333-107495-01 and 333-107495-02)) |
|              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| Exhibit 4.23 |   | Receivables   Sale Agreement, dated as of June 27, 2003, between GE Money Bank and RFS   Holding, L.L.C. (incorporated by reference to Exhibit 4.9 of Amendment   No. 1 to Form S-3 Registration Statement filed on May 20, 2004   (No. 333-107495, 333-107495-01 and 333-107495-02))                                                                                                                                        |
|              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| Exhibit 4.24 |   | RSA   Assumption Agreement and Second Amendment to Receivables Sale Agreement,   dated as of February 7, 2005, between GE Money Bank and   RFS Holding, L.L.C. (incorporated by reference to Exhibit 4.2 of   the current report on Form 8-K filed by GE Capital Credit Card   Master Note Trust and RFS Holding, L.L.C. on February 7, 2005)                                                                           |

 

20

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| Exhibit 4.25 |   | Third   Amendment to Receivables Sale Agreement, dated as of December 21, 2006,   between GE Money Bank and RFS Holding, L.L.C. (incorporated by reference to   Exhibit 4.1 of the current report on Form 8-K filed by GE Capital   Credit Card Master Note Trust and RFS Holding, L.L.C. on December 21,   2006)                                     |
|-------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|              |   |                                                                                                                                                                                                                                                                                                                                                                      |
| Exhibit 4.26 |   | Fourth   Amendment to Receivables Sale Agreement, dated as of May 21, 2008,   between GE Money Bank and RFS Holding, L.L.C. (incorporated by reference to   Exhibit 4.2 of the current report on Form 8-K filed by GE Capital   Credit Card Master Note Trust and RFS Holding, L.L.C. on May 28, 2008)                                                |
|              |   |                                                                                                                                                                                                                                                                                                                                                                      |
| Exhibit 4.27 |   | Designation   of Removed Accounts and Fifth Amendment to Receivables Sale Agreement, dated   as of December 29, 2008, between GE Money Bank and RFS Holding, L.L.C.   (incorporated by reference to Exhibit 4.1 of the current report on   Form 8-K filed by GE Capital Credit Card Master Note Trust and RFS   Holding, L.L.C. on December 30, 2008) |
|              |   |                                                                                                                                                                                                                                                                                                                                                                      |
| Exhibit 4.28 |   | Designation   of Removed Accounts and Sixth Amendment to Receivables Sale Agreement, dated   as of February 26, 2009, between GE Money Bank and RFS Holding, L.L.C.   (incorporated by reference to Exhibit 4.1 of the current report on   Form 8-K filed by GE Capital Credit Card Master Note Trust and RFS   Holding, L.L.C. on February 26, 2009) |
|              |   |                                                                                                                                                                                                                                                                                                                                                                      |
| Exhibit 4.29 |   | Seventh   Amendment to Receivables Sale Agreement, dated as of November 23, 2010,   between GE Money Bank, and RFS Holding, L.L.C. (incorporated by reference to   Exhibit 4.1 of the current report on Form 8-K filed by GE Capital   Credit Card Master Note Trust and RFS Holding, L.L.C. on November 24,   2010)                                  |
|              |   |                                                                                                                                                                                                                                                                                                                                                                      |
| Exhibit 4.30 |   | Transfer   Agreement, dated as of September 25, 2003, between RFS Holding, L.L.C.   and GE Capital Credit Card Master Note Trust (incorporated by reference to   Exhibit 4.12 of Amendment No. 1 to Form S-3 Registration   Statement filed on May 20, 2004 (No. 333-107495, 333-107495-01 and   333-107495-02))                            |
|              |   |                                                                                                                                                                                                                                                                                                                                                                      |
| Exhibit 4.31 |   | Second   Amendment to Transfer Agreement, dated as of June 17, 2004, between   RFS Holding, L.L.C. and GE Capital Credit Card Master Note Trust (incorporated   by reference to Exhibit 4.3 of the current report on Form 8-K filed   by GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on   July 2, 2004)                |
|              |   |                                                                                                                                                                                                                                                                                                                                                                      |
| Exhibit 4.32 |   | Third   Amendment to Transfer Agreement, dated as of November 21, 2004, between   RFS Holding, L.L.C. and GE Capital Credit Card Master Note Trust   (incorporated by reference to Exhibit 4.1 of the current report on   Form 8-K filed by GE Capital Credit Card Master Note Trust and RFS   Holding, L.L.C. on November 24, 2004)        |

 

21

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| Exhibit 4.33 |   | Fourth   Amendment to Transfer Agreement, dated as of August 31, 2006, between   RFS Holding, L.L.C. and GE Capital Credit Card Master Note Trust   (incorporated by reference to Exhibit 4.2 of the current report on   Form 8-K filed by GE Capital Credit Card Master Note Trust on   September 5, 2006)                                                                        |
|-------------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|              |   |                                                                                                                                                                                                                                                                                                                                                                                                             |
| Exhibit 4.34 |   | Fifth   Amendment to Transfer Agreement, dated as of December 21, 2006, between   RFS Holding, L.L.C. and GE Capital Credit Card Master Note Trust (incorporated   by reference to Exhibit 4.2 of the current report on Form 8-K filed   by GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on   December 21, 2006)                                                         |
|              |   |                                                                                                                                                                                                                                                                                                                                                                                                             |
| Exhibit 4.35 |   | Sixth   Amendment to Transfer Agreement, dated as of May 21, 2008, between RFS   Holding, L.L.C. and GE Capital Credit Card Master Note Trust (incorporated by   reference to Exhibit 4.4 of the current report on Form 8-K filed by   GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on   May 28, 2008)                                                                   |
|              |   |                                                                                                                                                                                                                                                                                                                                                                                                             |
| Exhibit 4.36 |   | Reassignment   of Receivables in Removed Accounts and Seventh Amendment to Transfer   Agreement, dated as of December 29, 2008, between RFS Holding, L.L.C.   and GE Capital Credit Card Master Note Trust (incorporated by reference to   Exhibit 4.2 of the current report on Form 8-K filed by GE Capital   Credit Card Master Note Trust and RFS Holding, L.L.C. on December 30,   2008) |
|              |   |                                                                                                                                                                                                                                                                                                                                                                                                             |
| Exhibit 4.37 |   | Reassignment   of Receivables in Removed Accounts and Eighth Amendment to Transfer   Agreement, dated as of February 26, 2009, between RFS Holding, L.L.C.   and GE Capital Credit Card Master Note Trust (incorporated by reference to   Exhibit 4.2 of the current report on Form 8-K filed by GE Capital   Credit Card Master Note Trust and RFS Holding, L.L.C. on February 26, 2009)    |
|              |   |                                                                                                                                                                                                                                                                                                                                                                                                             |
| Exhibit 4.38 |   | Ninth   Amendment to Transfer Agreement, dated as of March 31, 2010, between RFS   Holding, L.L.C., and GE Capital Credit Card Master Note Trust (incorporated   by reference to Exhibit 4.1 of the current report on Form 8-K filed   by GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on   March 31, 2010)                                                              |
|              |   |                                                                                                                                                                                                                                                                                                                                                                                                             |
| Exhibit 4.39 |   | Servicing   Agreement, dated as of June 27, 2003, by and among RFS Funding   Trust, GE Capital Credit Card Master Note Trust and GE Money Bank   (incorporated by reference to Exhibit 4.13 of Amendment No. 1 to   Form S-3 Registration Statement filed on May 20, 2004   (No. 333-107495, 333-107495-01 and 333-107495-02))                                           |

 

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| Exhibit 4.40 |   | Servicing   Assumption Agreement, dated as of February 7, 2005, by GE Money   Bank (incorporated by reference to Exhibit 4.1 of the current report on   Form 8-K filed by GE Capital Credit Card Master Note Trust and   RFS Holding, L.L.C. on February 7, 2005)                                                                                                                                                                                 |
|-------------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| Exhibit 4.41 |   | First   Amendment to Servicing Agreement, dated as of May 22, 2006, between   GE Capital Credit Master Note Trust and GE Money Bank (incorporated   by reference to Exhibit 4.1 of the current report of Form 8-K filed   by GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on   May 25, 2006)                                                                                                                                  |
|              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| Exhibit 4.42 |   | Second   Amendment to Servicing Agreement, dated as of June 28, 2007, between   GE Capital Credit Master Note Trust and GE Money Bank (incorporated   by reference to Exhibit 4.1 of the current report of Form 8-K filed   by GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on   June 28, 2007)                                                                                                                               |
|              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| Exhibit 4.43 |   | Instrument   of Resignation, Appointment and Acceptance and Third Amendment to Servicing   Agreement, dated as of May 22, 2008, among GE Capital Credit Master   Note Trust, GE Money Bank and General Electric Capital Corporation   (incorporated by reference to Exhibit 4.3 of the current report of   Form 8-K filed by GE Capital Credit Card Master Note Trust and RFS   Holding, L.L.C. on May 28, 2008)                                  |
|              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| Exhibit 4.44 |   | Administration   Agreement, dated as of September 25, 2003, among GE Capital Credit   Card Master Note Trust, General Electric Capital Corporation, as   administrator, and The Bank of New York (Delaware), not in its individual   capacity but solely as Trustee (incorporated by reference to Exhibit 4.14   of Amendment No. 1 to Form S-3 Registration Statement filed on   May 20, 2004 (No. 333-107495, 333-107495-01 and 333-107495-02)) |
|              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| Exhibit 4.45 |   | First   Amendment to Administration Agreement, dated as of May 4, 2009, between   GE Capital Credit Card Master Note Trust and General Electric Capital   Corporation (incorporated by reference to Exhibit 4.1 of the current   report on Form 8-K filed by GE Capital Credit Card Master Note Trust and   RFS Holding, L.L.C. on May 6, 2009)                                                                                                                  |
|              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| Exhibit 4.46 |   | Form of   Subservicing Agreement between General Electric Capital Corporation and   Affiliated Subservicers (incorporated by reference to Exhibit 4.17 of   Amendment No. 2 to Form S-3 filed on June 14, 2006   (No. 333-130030))                                                                                                                                                                                                                     |

 

23

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| Exhibit 4.47 |   | ISDA   Novation Agreement, dated as of September 1, 2010, among GE Capital   Credit Card Master Note Trust, The Royal Bank of Scotland N.V., as   transferor, and The Royal Bank of Scotland plc, as transferee (incorporated   by reference to Exhibit 4.1 of the current report on Form 8-K filed   by GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on   September 7, 2010) |
|-------------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|              |   |                                                                                                                                                                                                                                                                                                                                                                                                                  |
| Exhibit 4.48 |   | ISDA   Master Agreement (Class A), dated March 29, 2007, between ABN AMRO   Bank N.V. and GE Capital Credit Card Master Note Trust (incorporated by   reference to Exhibit 4.2 of the current report on Form 8-K filed by   GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on   April 4, 2007)                                                                             |
|              |   |                                                                                                                                                                                                                                                                                                                                                                                                                  |
| Exhibit 4.49 |   | ISDA   Master Agreement (Class B), dated March 29, 2007, between ABN AMRO   Bank N.V. and GE Capital Credit Card Master Note Trust (incorporated by   reference to Exhibit 4.3 of the current report on Form 8-K filed by   GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on   April 4, 2007)                                                                             |
|              |   |                                                                                                                                                                                                                                                                                                                                                                                                                  |
| Exhibit 4.50 |   | ISDA   Master Agreement (Class C), dated March 29, 2007, between ABN AMRO   Bank N.V. and GE Capital Credit Card Master Note Trust (incorporated by   reference to Exhibit 4.4 of the current report on Form 8-K filed by   GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on   April 4, 2007)                                                                             |
|              |   |                                                                                                                                                                                                                                                                                                                                                                                                                  |
| Exhibit 4.51 |   | Schedule   (Class A) to ISDA Master Agreement, dated March 29, 2007, between   ABN AMRO Bank N.V. and GE Capital Credit Card Master Note Trust (incorporated   by reference to Exhibit 4.5 of the current report on Form 8-K filed   by GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on   April 4, 2007)                                                                 |
|              |   |                                                                                                                                                                                                                                                                                                                                                                                                                  |
| Exhibit 4.52 |   | Schedule   (Class B) to ISDA Master Agreement, dated March 29, 2007, between   ABN AMRO Bank N.V. and GE Capital Credit Card Master Note Trust (incorporated   by reference to Exhibit 4.6 of the current report on Form 8-K filed   by GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on   April 4, 2007)                                                                 |
|              |   |                                                                                                                                                                                                                                                                                                                                                                                                                  |
| Exhibit 4.53 |   | Schedule   (Class C) to ISDA Master Agreement, dated March 29, 2007, between   ABN AMRO Bank N.V. and GE Capital Credit Card Master Note Trust (incorporated   by reference to Exhibit 4.7 of the current report on Form 8-K filed   by GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on April 4,   2007)                                                                 |
|              |   |                                                                                                                                                                                                                                                                                                                                                                                                                  |
| Exhibit 4.54 |   | Confirmation   (Class A) to ISDA Master Agreement, dated March 29, 2007, between   ABN AMRO Bank N.V. and GE Capital Credit Card Master Note Trust (incorporated   by reference to Exhibit 4.8 of the current report on Form 8-K filed   by GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on   April 4, 2007)                                                             |

 

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| Exhibit 4.55 |   | Confirmation   (Class B) to ISDA Master Agreement, dated March 29, 2007, between   ABN AMRO Bank N.V. and GE Capital Credit Card Master Note Trust (incorporated   by reference to Exhibit 4.9 of the current report on Form 8-K filed   by GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on   April 4, 2007)          |
|-------------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|              |   |                                                                                                                                                                                                                                                                                                                                                               |
| Exhibit 4.56 |   | Confirmation   (Class C) to ISDA Master Agreement, dated March 29, 2007, between   ABN AMRO Bank N.V. and GE Capital Credit Card Master Note Trust (incorporated   by reference to Exhibit 4.10 of the current report on Form 8-K   filed by GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on   April 4, 2007)         |
|              |   |                                                                                                                                                                                                                                                                                                                                                               |
| Exhibit 4.57 |   | Credit   Support Annex (Class A) to ISDA Master Agreement, dated March 29,   2007, between ABN AMRO Bank N.V. and GE Capital Credit Card Master Note Trust   (incorporated by reference to Exhibit 4.11 of the current report on   Form 8-K filed by GE Capital Credit Card Master Note Trust and RFS   Holding, L.L.C. on April 4, 2007) |
|              |   |                                                                                                                                                                                                                                                                                                                                                               |
| Exhibit 4.58 |   | Credit   Support Annex (Class B) to ISDA Master Agreement, dated March 29,   2007, between ABN AMRO Bank N.V. and GE Capital Credit Card Master Note Trust   (incorporated by reference to Exhibit 4.12 of the current report on   Form 8-K filed by GE Capital Credit Card Master Note Trust and RFS   Holding, L.L.C. on April 4, 2007) |
|              |   |                                                                                                                                                                                                                                                                                                                                                               |
| Exhibit 4.59 |   | Credit   Support Annex (Class C) to ISDA Master Agreement, dated March 29,   2007, between ABN AMRO Bank N.V. and GE Capital Credit Card Master Note Trust   (incorporated by reference to Exhibit 4.13 of the current report on   Form 8-K filed by GE Capital Credit Card Master Note Trust and RFS   Holding, L.L.C. on April 4, 2007) |
|              |   |                                                                                                                                                                                                                                                                                                                                                               |
| Exhibit 4.60 |   | ISDA   Master Agreement (Class A), dated June 28, 2007, between Bank of   America, N.A. and GE Capital Credit Card Master Note Trust (incorporated by   reference to Exhibit 4.2 of the current report on Form 8-K filed by   GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on   July 3, 2007)                         |
|              |   |                                                                                                                                                                                                                                                                                                                                                               |
| Exhibit 4.61 |   | ISDA   Master Agreement (Class B), dated June 28, 2007, between Bank of   America, N.A. and GE Capital Credit Card Master Note Trust (incorporated by   reference to Exhibit 4.3 of the current report on Form 8-K filed by   GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on   July 3, 2007)                         |

 

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| Exhibit 4.62 |   | ISDA   Master Agreement (Class C), dated June 28, 2007, between Bank of   America, N.A. and GE Capital Credit Card Master Note Trust (incorporated by   reference to Exhibit 4.4 of the current report on Form 8-K filed by   GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on   July 3, 2007)                          |
|-------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|              |   |                                                                                                                                                                                                                                                                                                                                                                |
| Exhibit 4.63 |   | Schedule   (Class A) to ISDA Master Agreement, dated June 28, 2007, between   Bank of America, N.A. and GE Capital Credit Card Master Note Trust   (incorporated by reference to Exhibit 4.5 of the current report on   Form 8-K filed by GE Capital Credit Card Master Note Trust and RFS   Holding, L.L.C. on July 3, 2007)              |
|              |   |                                                                                                                                                                                                                                                                                                                                                                |
| Exhibit 4.64 |   | Schedule   (Class B) to ISDA Master Agreement, dated June 28, 2007, between   Bank of America, N.A. and GE Capital Credit Card Master Note Trust   (incorporated by reference to Exhibit 4.6 of the current report on   Form 8-K filed by GE Capital Credit Card Master Note Trust and RFS   Holding, L.L.C. on July 3, 2007)              |
|              |   |                                                                                                                                                                                                                                                                                                                                                                |
| Exhibit 4.65 |   | Schedule   (Class C) to ISDA Master Agreement, dated June 28, 2007, between   Bank of America, N.A. and GE Capital Credit Card Master Note Trust   (incorporated by reference to Exhibit 4.7 of the current report on   Form 8-K filed by GE Capital Credit Card Master Note Trust and RFS   Holding, L.L.C. on July 3, 2007)              |
|              |   |                                                                                                                                                                                                                                                                                                                                                                |
| Exhibit 4.66 |   | Confirmation   (Class A) to ISDA Master Agreement, dated June 28, 2007, between   Bank of America, N.A. and GE Capital Credit Card Master Note Trust   (incorporated by reference to Exhibit 4.8 of the current report on   Form 8-K filed by GE Capital Credit Card Master Note Trust and RFS   Holding, L.L.C. on July 3, 2007)          |
|              |   |                                                                                                                                                                                                                                                                                                                                                                |
| Exhibit 4.67 |   | Confirmation   (Class B) to ISDA Master Agreement, dated June 28, 2007, between   Bank of America, N.A. and GE Capital Credit Card Master Note Trust   (incorporated by reference to Exhibit 4.9 of the current report on Form 8-K   filed by GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on   July 3, 2007)          |
|              |   |                                                                                                                                                                                                                                                                                                                                                                |
| Exhibit 4.68 |   | Confirmation   (Class C) to ISDA Master Agreement, dated June 28, 2007, between   Bank of America, N.A. and GE Capital Credit Card Master Note Trust   (incorporated by reference to Exhibit 4.10 of the current report on   Form 8-K filed by GE Capital Credit Card Master Note Trust and RFS   Holding, L.L.C. on July 3, 2007)         |
|              |   |                                                                                                                                                                                                                                                                                                                                                                |
| Exhibit 4.69 |   | Credit   Support Annex (Class A) to ISDA Master Agreement, dated June 28,   2007, between Bank of America, N.A. and GE Capital Credit Card Master Note   Trust (incorporated by reference to Exhibit 4.11 of the current report   on Form 8-K filed by GE Capital Credit Card Master Note Trust and RFS   Holding, L.L.C. on July 3, 2007) |

 

26

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| Exhibit 4.70 |   | Credit   Support Annex (Class B) to ISDA Master Agreement, dated June 28,   2007, between Bank of America, N.A. and GE Capital Credit Card Master Note   Trust (incorporated by reference to Exhibit 4.12 of the current report   on Form 8-K filed by GE Capital Credit Card Master Note Trust and RFS   Holding, L.L.C. on July 3, 2007) |
|-------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|              |   |                                                                                                                                                                                                                                                                                                                                                                |
| Exhibit 4.71 |   | Credit   Support Annex (Class C) to ISDA Master Agreement, dated June 28,   2007, between Bank of America, N.A. and GE Capital Credit Card Master Note   Trust (incorporated by reference to Exhibit 4.13 of the current report   on Form 8-K filed by GE Capital Credit Card Master Note Trust and RFS   Holding, L.L.C. on July 3, 2007) |

 
| Exhibit 31.1 |   | Certification of Officer of Depositor delivered with   respect to the Pre-Regulation AB Notes                                      |
|-------------------|--------|------------------------------------------------------------------------------------------------------------------------------------|
|              |   |                                                                                                                               |
| Exhibit 31.2 |   | Certification of   Officer of Depositor delivered with respect to the Regulation AB Notes                                          |
|              |   |                                                                                                                               |
| Exhibit 33.1 |   | Report on Assessment of   Compliance with Servicing Criteria for Asset-Backed Securities of GE Consumer   Finance, Inc.       |
|              |   |                                                                                                                               |
| Exhibit 33.2 |   | Report on Assessment of   Compliance with Servicing Criteria for Asset-Backed Securities of General   Electric Capital Corporation |

 

27

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| Exhibit 33.3 |   | Report on Assessment of   Compliance with Servicing Criteria for Asset-Backed Securities of Deutsche   Bank Trust Company Americas                           |
|-------------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------|
|              |   |                                                                                                                                                         |
| Exhibit 34.1 |   | Attestation Report on   Assessment of Compliance with Servicing for Asset-Backed Securities of KPMG   LLP, on behalf of GE Consumer Finance, Inc.       |
|              |   |                                                                                                                                                         |
| Exhibit 34.2 |   | Attestation Report on   Assessment of Compliance with Servicing for Asset-Backed Securities of KPMG   LLP, on behalf of General Electric Capital Corporation |
|              |   |                                                                                                                                                         |
| Exhibit 34.3 |   | Attestation Report on   Assessment of Compliance with Servicing for Asset-Backed Securities of KPMG   LLP, on behalf of Deutsche Bank Trust Company Americas |
|              |   |                                                                                                                                                         |
| Exhibit 35.1 |   | Servicing Compliance   Statement of GE Consumer Finance, Inc.                                                                                           |
|              |   |                                                                                                                                                         |
| Exhibit 35.2 |   | Servicing Compliance Statement   of General Electric Capital Corporation                                                                                     |

 

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