**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, 2008.** |
|                                                  |
| **or**                                                |
|                                                  |
| **o**                                                 | **TRANSITION  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE  ACT OF 1934** |

 

**For the transition period from                              to                              **

 

**333-130030****(Commission File Number)**

 

**GE CAPITAL CREDIT CARD MASTER NOTETRUST**

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

 

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

(Exact Name 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)

 

**20-0268039**

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

 

**c/o GeneralElectric Capital Corporation**

**777 LongRidge Road, Bldg. B, 3****rd**** Floor**

**(230)585-6669**

(Address and Telephone Number of PrincipalExecutive Offices of Issuing Entity)

 
| 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** |

 

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

 

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

 

Indicateby check mark whether the registrant (1) has filed all reports required tobe filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that theregistrant was required to file such reports), and (2) has been subject tosuch filing requirements for the past 90 days. x Yes  o No

 

Indicateby check mark if disclosure of delinquent filers pursuant to Item 405 ofRegulation S-K (§ 229.405 of this chapter) is not contained herein, and willnot be contained, to the best of registrant’s knowledge, in definitive proxy orinformation statements incorporated by reference in Part III of this Form 10-Kor any amendment to this Form 10-K. x

 

Indicateby check mark whether the registrant is a large accelerated filer, anaccelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2of the Securities Exchange Act.  (Checkone):

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

 

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

 

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

 

Registrantdoes not have any voting or non-voting common equity held by non-affiliates asof the date of this report, has not been involved in bankruptcy proceedingsduring 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 followingoutstanding series of asset-backed notes registered pursuant to the SecuritiesAct of 1933 prior to effectiveness of Regulation AB:

 

·                  $952,500,000 in aggregate principal amount ofasset-backed notes, Classes A, B and C, Series 2005-1 (the “Series 2005-1Notes”);

 

·                  $952,500,000 in aggregate principal amount ofasset-backed notes, Classes A, B and C, Series 2005-2 (the “Series 2005-2Notes”), which were paid in full on June 16, 2008; and

 

·                  $714,375,000 in aggregate principal amount ofasset-backed notes, Classes A, B and C, Series 2005-3 (the “Series 2005-3Notes” and, together with the Series 2005-1 Notes and the Series 2005-2Notes, the “Pre-Regulation AB Notes”).

 

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

 

The Trust has issued the following outstandingseries of asset-backed notes registered pursuant to the Securities Act of 1933following the effectiveness of Regulation AB:

 

·                  $970,000,000in aggregate principal amount of asset-backed notes, Classes A, B and C, Series 2006-1(the “Series 2006-1 Notes”);

 

·                  $1,202,800,000in aggregate principal amount of asset-backed notes, Classes A, B and C, Series 2007-1(the “Series 2007-1 Notes”);

 

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

 

·                  $1,455,000,000in aggregate principal amount of asset-backed notes, Classes A, B and C, Series 2007-3(the “Series 2007-3 Notes”); and

 

·                  $485,000,000in aggregate principal amount of asset-backed notes, Classes A, B and C, Series 2007-4(the “Series 2007-4 Notes” and, together with the Series 2006-1Notes, the Series 2007-1 Notes, the Series 2007-2 Notes and the Series 2007-3Notes, the “Regulation AB Notes”).

 

**PART I**

 

**THE FOLLOWING ITEMS HAVEBEEN 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:**  | **Submission of Matters to  a Vote of Security Holders** |

 

2

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**Item 1B. Unresolved StaffComments.**

 

Not applicable.

 

**Item 3. Legal Proceedings.**

 

There were no material legal proceedingsinvolving the Trust, RFS Holding, L.L.C. or to the extent relating to the Trustor the assets of the Trust, the Indenture Trustee, GE Money Bank, any servicerfor the Trust or the Owner Trustee, which were pending at December 31,2008 or as of the date of this report, other than ordinary routine litigationinvolving the assets of the Trust or the duties of the Indenture Trustee theOwner Trustee, the Servicer or the Transferor.

 

**PART II**

 

**THE FOLLOWING ITEMS HAVEBEEN 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 Operation** |
|       |    |         |                                                                                           |
| ** ** | **(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 forRegistrant’s Common Equity and Related Stockholder Matters.**

 

(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’sNotes 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.

 

**Item 9A(T). Controls andProcedures**

 

Not applicable.

 

**Item 9B. OtherInformation.**

 

None.

 

**PART III**

 

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

 
| ** ** | **(A)** | **Item 10:** | **Directors and Executive  Officers of the Registrant** |
|------------|---------|--------------|---------------------------------------------------------|
|       |    |         |                                                    |
| ** ** | **(B)** | **Item 11:** | **Executive Compensation**                              |
|       |    |         |                                                    |
| ** ** | **(C)** | **Item 13:** | **Certain Relationships  and Related Transactions**     |
|       |    |         |                                                    |
| ** ** | **(D)** | **Item 14:** | **Principal Accountant  Fees and Services**             |

 

3

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**Item 12:****  ****Security Ownership of Certain Beneficial Owners and Management**

 

RFS Holding, L.L.C. owns100% of the beneficial interest in the Trust pursuant to the Trust Agreement.

 

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

 

**PART IV**

 

**Item 15. Exhibits AndFinancial Statement Schedules.**

 

The exhibits listed beloware 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)) |
|             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 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  June 17, 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)                                                                                                                                                                                                                |

 

4

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| Exhibit 4.7  | Series 2005-1  Indenture Supplement, dated March 30, 2005 (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 5, 2005)                                                                                                                                                                                         |
|-------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|              |                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| Exhibit 4.8  | Series 2005-2  Indenture Supplement, dated June 30, 2005 (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 6, 2005)                                                                                                                                                                                           |
|              |                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| Exhibit 4.9  | Series 2005-3  Indenture Supplement, dated June 30, 2005 (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 6, 2005)                                                                                                                                                                                           |
|              |                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| Exhibit 4.10 | Series 2006-1  Indenture Supplement, dated September 27, 2006 (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  October 2, 2006)                                                                                                                                                                                  |
|              |                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| Exhibit 4.11 | Series 2007-1  Indenture Supplement, dated 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 4.12 | Series 2007-2  Indenture Supplement, dated 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 4.13 | Series 2007-3  Indenture Supplement, dated 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)                                                                                                                                                                                           |
|              |                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| Exhibit 4.14 | Series 2007-4  Indenture Supplement, dated 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 April 4, 2007)                                                                                                                                                                                          |
|              |                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| Exhibit 4.15 | 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 4.16 | 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 4.17 | 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 4.18 | RSA Assumption Agreement  and Second Amendment to Receivables Sale Agreement, dated as 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)                                                                             |
|              |                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| Exhibit 4.19 | 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)                                                                                                                     |

 

5

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| Exhibit 4.20 | 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 4.21 | 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 4.22 | 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 4.23 | 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 June 17,  2004)                                                     |
|              |                                                                                                                                                                                                                                                                                                                                                                                                       |
| Exhibit 4.24 | 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 21, 2004)                                              |
|              |                                                                                                                                                                                                                                                                                                                                                                                                       |
| Exhibit 4.25 | 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 4.26 | 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 4.27 | 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 4.28 | 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 4.29 | 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))                                          |
|              |                                                                                                                                                                                                                                                                                                                                                                                                       |
| Exhibit 4.30 | 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                                                                                                                                                                                                                          |

 

6

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|              | filed by GE Capital  Credit Card Master Note Trust and RFS Holding, L.L.C. on February 7,  2005)                                                                                                                                                                                                                                                                                                                                                                |
|-------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| Exhibit 4.31 | 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 4.32 | 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 4.33 | 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 4.34 | 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 4.35 | Servicer Performance  Guaranty, dated as of June 27, 2003, by General Electric Capital  Corporation (incorporated by reference to Exhibit 4.15 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 4.36 | Amended and Restated  Service Agreement, dated as of May 25, 2006, between GE Money Bank  and General Electric Capital Corporation (incorporated by reference to  Exhibit 4.16 of Amendment No. 2 to Form S-3 filed on  June 14, 2006 (No. 333-130030))                                                                                                                                                                                     |
|              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| Exhibit 4.37 | 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))                                                                                                                                                                                                                   |
|              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 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 Money  Bank                                                                                                                                                                                                                                                                                                                                                                      |
|              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| Exhibit 33.2 | Report on Assessment of  Compliance with Servicing Criteria for Asset-Backed Securities of GE Consumer  Finance, Inc.                                                                                                                                                                                                                                                                                                                                                     |
|              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| Exhibit 33.3 | Report on Assessment of  Compliance with Servicing Criteria for Asset-Backed Securities of General  Electric Capital Corporation                                                                                                                                                                                                                                                                                                                                               |
|              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| Exhibit 33.4 | Report on Assessment of  Compliance with Servicing Criteria for Asset-Backed Securities of Deutsche  Bank Trust Company Americas                                                                                                                                                                                                                                                                                                                                               |
|              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| Exhibit 33.5 | Letter from Deutsche Bank  Trust Company Americas to GE Money Bank                                                                                                                                                                                                                                                                                                                                                                                                             |

 

7

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| Exhibit 34.1 | Attestation Report on  Assessment of Compliance with Servicing for Asset-Backed Securities of KPMG  LLP, on behalf of GE Money Bank                        |
|-------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------|
|              |                                                                                                                                                       |
| Exhibit 34.2 | Attestation Report on  Assessment of Compliance with Servicing for Asset-Backed Securities of KPMG  LLP, on behalf of GE Consumer Finance, Inc.       |
|              |                                                                                                                                                       |
| Exhibit 34.3 | Attestation Report on  Assessment of Compliance with Servicing for Asset-Backed Securities of KPMG  LLP, on behalf of General Electric Capital Corporation |
|              |                                                                                                                                                       |
| Exhibit 34.4 | 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 Money Bank                                                                                                           |
|              |                                                                                                                                                       |
| Exhibit 35.2 | Servicing Compliance  Statement of GE Consumer Finance, Inc.                                                                                          |
|              |                                                                                                                                                       |
| Exhibit 35.3 | Servicing Compliance  Statement of General Electric Capital Corporation                                                                                    |

 

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

 

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

 

Not applicable.

 

**Item 1114(b)(2) ofRegulation AB. Credit Enhancement and Other Support, Except for CertainDerivatives Instruments (Information Regarding Significant EnhancementProviders).**

 

Not applicable.

 

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

 

Not applicable.

 

**Item 1117 of RegulationAB. Legal Proceedings.**

 

There are no legalproceedings pending or proceedings known to be contemplated by governmentalauthorities against any of Deutsche Bank Trust Company Americas (“DBTCA”), asindenture trustee (the “Indenture Trustee”), BNY Mellon Trust of Delaware(formerly known as BNYM (Delaware)) (the “Owner Trustee”), GE Money Bank (the “Sponsor”or the “Resigned Servicer”), RFS Holding, L.L.C. (the “Depositor”) , GeneralElectric Capital Corporation (“GE Capital” or the “Servicer”), any sub-servicerfor the Issuing Entity or GE Capital Credit Card Master Note Trust (the “IssuingEntity”), or of which any property of foregoing is subject, that are materialto holders of the Regulation AB Notes.

 

**Item 1119 of RegulationAB. Affiliations and Certain Relationships and Related Transactions.**

 

The information required byitem 1119 of Regulation AB has been omitted from this report on Form 10-Kin reliance on the Instruction to Item 1119.

 

8

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**Item 1122 of Regulation ABCompliance with Applicable Servicing Criteria.**

 

Eachof GE Money Bank, GE Capital, GE Consumer Finance, Inc. and DBTCA (in itscapacity as Indenture Trustee) (collectively, the “PPSF’s”) have each beenidentified by the registrant as parties participating in the servicing functionwith respect to more than 5% of the pool assets held by the IssuingEntity.  Each of the PPSF’s has completeda report on an assessment of compliance with the servicing criteria applicableto it (each, a “Servicing Report”), which Servicing Reports are attached asexhibits to this Form 10-K.  Inaddition, each of the PPSF’s has provided an attestation report (each, an “AttestationReport”) by one or more registered public accounting firms, which AttestationReports are also attached as exhibits to this Form 10-K.  Neither the Servicing Reports nor theAttestation Reports have identified any material instances of noncompliancewith the servicing criteria applicable to the Servicing Parties, except as setforth in the immediately following paragraph.

 

TheServicing Report and the Attestation Report for DBTCA identified the followingmaterial instance of non-compliance with servicing criterion 1122(d)(1)(i), asapplicable to DBTCA during the year ended December 31, 2008:  policies and procedures were not institutedto monitor certain events of default in that notification of the event ofdefault was not provided to the certificate holders within the timeframerequired by the transaction agreements.  The Servicing Report and the Attestation Report for DBTCA are at aplatform level which includes all asset-backed securities issued on or after January 1,2006 for which DBTCA provides trustee, securities administration, paying agentor custodian****services, as defined in thetransaction agreements, excluding publicly-issued securities sponsored orissued by any government sponsored entity. Certain holders of certificates not issued by the Issuing Entity werenot notified by DBTCA of an event of default within the timeframe specified bythe transaction agreements applicable to those certificates.  As set forth in Exhibit 33.5 to this Form 10-K,DBTCA has notified the Sponsor that the servicing criteria set forth in Section 1122(d)(1)(i) ofRegulation AB was not a servicing criteria which DBTCA was required to performin its capacity as Indenture Trustee for the Issuing Entity and, as a result,such noncompliance by DBTCA does not pertain to the GE Capital Credit CardMaster Note Trust transactions.  TheDepositor and the Sponsor believe that DBTCA’s noncompliance with theapplicable servicing criteria had no adverse impact on the Issuing Entity’snoteholders.

 

**Item 1123 of RegulationAB. Servicer Compliance Statement.**

 

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

 

9

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**SIGNATURES**

 

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

 

Date:  March 26, 2009

 

 
|   | RFS  HOLDING, L.L.C., as Depositor |
|--------|------------------------------------|
|   |                               |
|   |                               |
|   | By:                                | /s/ | Ravi  Ramanujam |
|   | Name:                              | Ravi  Ramanujam |
|   | Title:                             | Vice  President, and as the senior officer in charge of securitization |

 

 

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

 

Noannual report or proxy materials have been sent to security holders and no suchreport or proxy materials are to be furnished to security holders subsequent tothe filing of this Annual Report on Form 10-K.

 

10

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**EXHIBITINDEX**

 
| 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 |   | First Amended and Restated  Limited Liability Company Agreement of RFS Holding, L.L.C. dated  June 26, 2003 (incorporated by reference to Exhibit 3.1 of  Form S-3 Registration Statement filed on July 31, 2003  (No. 333-107495, 333-107495-01 and 333-107495-02))                                                                                                                                                                                                                                                       |
| 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)) |
| 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  June 17, 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 |   | Series 2005-1  Indenture Supplement, dated March 30, 2005 (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 5, 2005)                                                                                                                                                                                                                                                                                        |

 

11

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| Exhibit 4.8  |   | Series 2005-2  Indenture Supplement, dated June 30, 2005 (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 6, 2005)                                                                                                                                                                                           |
|-------------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Exhibit 4.9  |   | Series 2005-3  Indenture Supplement, dated June 30, 2005 (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 6, 2005)                                                                                                                                                                                           |
| Exhibit 4.10 |   | Series 2006-1  Indenture Supplement, dated September 27, 2006 (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  October 2, 2006)                                                                                                                                                                                  |
| Exhibit 4.11 |   | Series 2007-1  Indenture Supplement, dated 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 4.12 |   | Series 2007-2  Indenture Supplement, dated 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 4.13 |   | Series 2007-3  Indenture Supplement, dated 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)                                                                                                                                                                                           |
| Exhibit 4.14 |   | Series 2007-4  Indenture Supplement, dated 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 April 4, 2007)                                                                                                                                                                                          |
| Exhibit 4.15 |   | 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 4.16 |   | 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 4.17 |   | 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 4.18 |   | RSA Assumption Agreement  and Second Amendment to Receivables Sale Agreement, dated as 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)                                                                             |

 

12

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| Exhibit 4.19 |   | 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 4.20 |   | 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 4.21 |   | 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 4.22 |   | 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 4.23 |   | 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  June 17, 2004)               |
| Exhibit 4.24 |   | 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 21, 2004)        |
| Exhibit 4.25 |   | 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 4.26 |   | 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 4.27 |   | 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)                            |

 

13

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| Exhibit 4.28 |   | 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 4.29 |   | 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))                                                                                                              |
| Exhibit 4.30 |   | 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 4.31 |   | 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 4.32 |   | 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 4.33 |   | 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 4.34 |   | 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 4.35 |   | Servicer Performance  Guaranty, dated as of June 27, 2003, by General Electric Capital  Corporation (incorporated by reference to Exhibit 4.15 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 4.36 |   | Amended and Restated  Service Agreement, dated as of May 25, 2006, between GE Money Bank  and General Electric Capital Corporation (incorporated by reference to  Exhibit 4.16 of Amendment No. 2 to Form S-3 filed on  June 14, 2006 (No. 333-130030))                                                                                                                                                                                     |

 

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| Exhibit 4.37 |   | 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)) |
|-------------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 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 Money  Bank                                                                                                                                                   |
| Exhibit 33.2 |   | Report on Assessment of  Compliance with Servicing Criteria for Asset-Backed Securities of GE Consumer  Finance, Inc.                                                                                                                                  |
| Exhibit 33.3 |   | Report on Assessment of  Compliance with Servicing Criteria for Asset-Backed Securities of General  Electric Capital Corporation                                                                                                                            |
| Exhibit 33.4 |   | Report on Assessment of  Compliance with Servicing Criteria for Asset-Backed Securities of Deutsche  Bank Trust Company Americas                                                                                                                            |
| Exhibit 33.5 |   | Letter from Deutsche Bank  Trust Company Americas to GE Money Bank                                                                                                                                                                                          |
| Exhibit 34.1 |   | Attestation Report on  Assessment of Compliance with Servicing for Asset-Backed Securities of KPMG  LLP, on behalf of GE Money Bank                                                                                                                         |
| Exhibit 34.2 |   | Attestation Report on  Assessment of Compliance with Servicing for Asset-Backed Securities of KPMG  LLP, on behalf of GE Consumer Finance, Inc.                                                                                                        |
| Exhibit 34.3 |   | Attestation Report on  Assessment of Compliance with Servicing for Asset-Backed Securities of KPMG  LLP, on behalf of General Electric Capital Corporation                                                                                                  |
| Exhibit 34.4 |   | 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 Money Bank                                                                                                                                                                                                            |
| Exhibit 35.2 |   | Servicing Compliance  Statement of GE Consumer Finance, Inc.                                                                                                                                                                                           |
| Exhibit 35.3 |   | Servicing Compliance  Statement of General Electric Capital Corporation                                                                                                                                                                                     |

 

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