**UNITEDSTATES**

**SECURITIESAND 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, 2009.** |
| ** **                                            |
| **or**                                                |
| ** **                                            | ** **                                                                                              |
| **o**                                                 | **TRANSITION REPORT PURSUANT TO SECTION 13 OR  15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** |

 

**For thetransition period from             to             **

 

**333-107495,333-130030, 333-144945333-107495-02, 333-130030-01, 333-144945-01**

**(CommissionFile Numbers)**

 

**GE CAPITALCREDIT CARD MASTER NOTE TRUST**

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

 

**RFSHOLDING, L.L.C.**

(Exact Name of Depositor as Specified in its Charter)

 

**GE MONEYBANK**

(Exact Name of Sponsor as Specified in its Charter)

 

**Delaware**

(State of Organization of the Issuing Entity)

 

**57-1173164,20-0268039**

(I.R.S. Employer Identification Nos. forRegistrant and Issuing Entity, respectively)

 

**c/o GeneralElectric Capital Corporation**

**901 MainAvenue Norwalk, CT**

**(203)585-6669**(Address and Telephone Number of Principal Executive Offices of Issuing Entity)

 

Securitiesregistered pursuant to Section 12(b) of the Securities Exchange Actof 1934: **None**

 

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

 

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

 

Indicate by check mark if the registrant is notrequired to file reports pursuant to Section 13 or Section 15(d) ofthe Securities Exchange Act.  o Yes  x No

 

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

 

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

 

Indicate by check mark if disclosure of delinquentfilers pursuant to Item 405 of Regulation S-K 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

 

Indicate by check mark whether the registrant is alarge accelerated filer, an accelerated filer, a non-accelerated filer, or asmaller reporting company.  See thedefinitions of “large accelerated filer,” “accelerated filer” and “smallerreporting 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 ashell company (as defined in Rule 12b-2 of 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.

 

DocumentsIncorporated by Reference.  **None.**

 

 

 

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**INTRODUCTORY NOTE**

 

ThisAnnual Report on Form 10-K (the “Report”) is filed with respect to GECapital Credit Card Master Note Trust (the “Trust”), a statutory trust formedunder the laws of the State of Delaware. The Trust has issued the following series of asset-backed notes thatwere registered pursuant to the Securities Act of 1933 prior to effectivenessof Regulation AB and that were outstanding during the fiscal year ended December 31,2009:

 

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

 

·      $714,375,000 in aggregate principalamount of asset-backed notes, Classes A, B and C, Series 2005-3 (the “Series 2005-3Notes” and, together with the Series 2005-1 Notes, the “Pre-Regulation ABNotes”).

 

Inno-action letters issued to a variety of issuers of asset-backed securities,whose principal assets are receivables generated under consumer credit cardaccounts, the Division of Corporation Finance has stated that it would notraise any objection if modified reports on Form 10-K were filed omittingcertain information required by Form 10-K. In reliance particularly on theletter relating to Private Label Credit Card Master Trust, HRSIFunding Inc. (May 20, 1992), the Company has omitted or modifiedresponses to certain Items in this Report with respect to the Pre-Regulation ABNotes.

 

TheTrust has issued the following series of asset-backed notes that wereregistered pursuant to the Securities Act of 1933 following the effectivenessof Regulation AB and that were outstanding during the fiscal year ended December 31,2009:

 

·      $970,000,000 in aggregate principalamount of asset-backed notes, Classes A, B and C, Series 2006-1 (the “Series 2006-1Notes”), which were paid in full on September 15, 2009;

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

2

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·      $603,250,000 in aggregate principalamount of asset-backed notes, Classes A, B and C, Series 2009-4 (the “Series 2009-4Notes” and, together with the Series 2006-1 Notes, the Series 2007-1Notes, the Series 2007-2 Notes, the Series 2007-3 Notes, the Series 2007-4Notes, the Series 2009-1 Notes, the Series 2009-2 Notes and the Series 2009-3Notes, the “Regulation AB Notes”).

 

**PART I**

 

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

 

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

 

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

 

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

 

**(D)****         ****Item 4:****      ****(Removedand Reserved)**

 

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

 

Not applicable.

 

**Item 3. Legal Proceedings.**

 

There were no material legal proceedings involving theTrust, RFS Holding, L.L.C. or to the extent relating to the Trust or the assetsof the Trust, the Indenture Trustee, GE Money Bank, any servicer for the Trustor the Owner Trustee, which were pending at December 31, 2009 or as of thedate of this report, other than ordinary routine litigation involving theassets 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 INACCORDANCE 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 Resultsof 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 andFinancial 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 oneor more notes registered in the name of Cede & Co., the nominee of TheDepository 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 INACCORDANCE 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 DirectorIndependence**

 

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

 

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

 

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

 

Each publicly offered class of the Trust’s Notes isrepresented 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 orincorporated 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  July 2, 2004)                                                                                                                                                                                     |

 

4

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| 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  |   | Amended and Restated  Series 2005-1 Indenture Supplement, dated as of December 9, 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 December 9, 2009)                                                |
|              |   |                                                                                                                                                                                                                                                                                                                                         |
| Exhibit 4.9  |   | Series 2005-3  Indenture Supplement, dated as of 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 |   | Supplemental Indenture  No. 1 to Series 2005-3 Indenture Supplement, dated as of  September 10, 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 11, 2009)                            |
|              |   |                                                                                                                                                                                                                                                                                                                                         |
| Exhibit 4.11 |   | Series 2006-1  Indenture Supplement, dated as of 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 4.12 |   | Amended and Restated  Series 2007-1 Indenture Supplement, dated as of December 9, 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 December 9, 2009)                                                |
|              |   |                                                                                                                                                                                                                                                                                                                                         |
| Exhibit 4.13 |   | Series 2007-2  Indenture Supplement, dated as of March as of 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 4.14 |   | 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 4.15 |   | Series 2007-3  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 4.16 |   | Supplemental Indenture No. 1 to  Series 2007-3 Indenture Supplement, dated as of September 10, 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 September 11, 2009)                                                                                                                                    |
|-------------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| Exhibit 4.17 |   | 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)                                                                                                                                                                                    |
|              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| Exhibit 4.18 |   | 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 4.19 |   | 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 4.20 |   | 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 4.21 |   | 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 4.22 |   | 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 4.23 |   | 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 4.24 |   | 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 4.25 |   | 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 4.26 |   | 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 4.27 |   | 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)                                                                                                                     |

 

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| Exhibit 4.28 |   | 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 4.29 |   | 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 4.30 |   | 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 4.31 |   | 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 4.32 |   | 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 4.33 |   | 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)                                             |
|              |   |                                                                                                                                                                                                                                                                                                                                                                                                      |
| Exhibit 4.34 |   | 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 4.35 |   | 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 4.36 |   | 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 4.37 |   | 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) |

 

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| Exhibit 4.38 |   | 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 4.39 |   | 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))                                                                                                              |
|              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 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))                                                                                                                                                                                                                   |
|              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| Exhibit 4.47 |   | ISDA Master Agreement  (Class A), dated March 30, 2005, between Royal Bank of Canada 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 5, 2005)                                                                                                                                          |
|              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| Exhibit 4.48 |   | ISDA Master Agreement  (Class B), dated March 30, 2005, between Royal Bank of Canada 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 5, 2005)                                                                                                                                          |

 

8

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| Exhibit 4.49 |   | ISDA Master Agreement  (Class C), dated March 30, 2005, between Royal Bank of Canada 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 5, 2005)                   |
|-------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|              |   |                                                                                                                                                                                                                                                                                                                                                    |
| Exhibit 4.50 |   | Schedule (Class A)  to ISDA Master Agreement, dated March 30, 2005, between Royal Bank of  Canada 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 5, 2005)      |
|              |   |                                                                                                                                                                                                                                                                                                                                                    |
| Exhibit 4.51 |   | Schedule (Class B)  to ISDA Master Agreement, dated March 30, 2005, between Royal Bank of  Canada 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 5, 2005)      |
|              |   |                                                                                                                                                                                                                                                                                                                                                    |
| Exhibit 4.52 |   | Schedule (Class C)  to ISDA Master Agreement, dated March 30, 2005, between Royal Bank of  Canada 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 5, 2005)      |
|              |   |                                                                                                                                                                                                                                                                                                                                                    |
| Exhibit 4.53 |   | Confirmation  (Class A) to ISDA Master Agreement, dated March 30, 2005, between  Royal Bank of Canada 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 5, 2005)  |
|              |   |                                                                                                                                                                                                                                                                                                                                                    |
| Exhibit 4.54 |   | Confirmation  (Class B) to ISDA Master Agreement, dated March 30, 2005, between  Royal Bank of Canada 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 5, 2005)  |
|              |   |                                                                                                                                                                                                                                                                                                                                                    |
| Exhibit 4.55 |   | Confirmation  (Class C) to ISDA Master Agreement, dated March 30, 2005, between  Royal Bank of Canada 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 5, 2005) |
|              |   |                                                                                                                                                                                                                                                                                                                                                    |
| Exhibit 4.56 |   | Omnibus Amendment to  Swap Agreements, dated as of April 10, 2006, between GE Capital Credit  Card Master Note Trust and Royal Bank of Canada (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 14, 2006)            |
|              |   |                                                                                                                                                                                                                                                                                                                                                    |
| Exhibit 4.57 |   | ISDA Master Agreement  (Class B), dated June 30, 2005, 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 July 6, 2005)                       |
|              |   |                                                                                                                                                                                                                                                                                                                                                    |
| Exhibit 4.58 |   | ISDA Master Agreement  (Class C), dated June 30, 2005, 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 July 6, 2005)                       |

 

9

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| Exhibit 4.59 |   | Schedule (Class B) to ISDA Master Agreement,  dated June 30, 2005, 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 July 6, 2005)                                                          |
|-------------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|              |   |                                                                                                                                                                                                                                                                                                                                                                                                   |
| Exhibit 4.60 |   | Schedule (Class C) to ISDA Master Agreement,  dated June 30, 2005, 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 July 6, 2005)                                                          |
|              |   |                                                                                                                                                                                                                                                                                                                                                                                                   |
| Exhibit 4.61 |   | Confirmation  (Class B) to ISDA Master Agreement, dated June 30, 2005, 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  July 6, 2005)                                                     |
|              |   |                                                                                                                                                                                                                                                                                                                                                                                                   |
| Exhibit 4.62 |   | Confirmation  (Class C) to ISDA Master Agreement, dated June 30, 2005, 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  July 6, 2005)                                                     |
|              |   |                                                                                                                                                                                                                                                                                                                                                                                                   |
| Exhibit 4.63 |   | Omnibus Amendment to  Swap Agreements, dated as of April 10, 2006, between GE Capital Credit  Card Master Note Trust and ABN AMRO Bank N.V. (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 April 14, 2006)                                                             |
|              |   |                                                                                                                                                                                                                                                                                                                                                                                                   |
| Exhibit 4.64 |   | ISDA Novation  Agreement, dated as of March 5, 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 March 9, 2010) |
|              |   |                                                                                                                                                                                                                                                                                                                                                                                                   |
| Exhibit 4.65 |   | ISDA Novation Agreement,  dated as of March 5, 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 4.2 of  the current report on Form 8-K filed by GE Capital Credit Card Master  Note Trust and RFS Holding, L.L.C. on March 9, 2010) |
|              |   |                                                                                                                                                                                                                                                                                                                                                                                                   |
| Exhibit 4.66 |   | ISDA Master Agreement  (Class B), dated September 27, 2006, 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 October 2,  2006)                                                          |
|              |   |                                                                                                                                                                                                                                                                                                                                                                                                   |
| Exhibit 4.67 |   | ISDA Master Agreement  (Class C), dated September 27, 2006, 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 October 2,  2006)                                                          |
|              |   |                                                                                                                                                                                                                                                                                                                                                                                                   |
| Exhibit 4.68 |   | Schedule (Class B)  to ISDA Master Agreement, dated September 27, 2006, 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  October 2, 2006)                                              |

 

10

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| Exhibit 4.69 |   | Schedule (Class C) to ISDA Master Agreement,  dated September 27, 2006, 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 October 2, 2006)      |
|-------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|              |   |                                                                                                                                                                                                                                                                                                                                                          |
| Exhibit 4.70 |   | Confirmation  (Class B) to ISDA Master Agreement, dated September 27, 2006,  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 October 2, 2006) |
|              |   |                                                                                                                                                                                                                                                                                                                                                          |
| Exhibit 4.71 |   | Confirmation  (Class C) to ISDA Master Agreement, dated September 27, 2006,  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 October 2, 2006) |
|              |   |                                                                                                                                                                                                                                                                                                                                                          |
| Exhibit 4.72 |   | ISDA Master Agreement  (Class A), dated March 29, 2007, between Bank of Montreal 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 4.73 |   | ISDA Master Agreement  (Class C), dated March 29, 2007, between Bank of Montreal 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 4.74 |   | Schedule (Class A)  to ISDA Master Agreement, dated March 29, 2007, between Bank of Montreal  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 4.75 |   | Schedule (Class C)  to ISDA Master Agreement, dated March 29, 2007, between Bank of Montreal  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 4.76 |   | Confirmation  (Class A) to ISDA Master Agreement, dated March 29, 2007, between  Bank of Montreal 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 4.77 |   | Confirmation  (Class C) to ISDA Master Agreement, dated March 29, 2007, between  Bank of Montreal 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 4.78 |   | Credit Support Annex  (Class A) to ISDA Master Agreement, dated March 29, 2007, between  Bank of Montreal 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 4.79 |   | Credit Support Annex (Class C) to ISDA Master  Agreement, dated March 29, 2007, between Bank of Montreal 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 4.80 |   | 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 4.81 |   | 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 4.82 |   | 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 4.83 |   | 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 4.84 |   | 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 4.85 |   | 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 4.86 |   | 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)      |
|              |   |                                                                                                                                                                                                                                                                                                                                                      |
| Exhibit 4.87 |   | 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 4.88 |   | 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)     |

 

12

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| Exhibit 4.89 |   | 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 4.90 |   | 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 4.91 |   | 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 4.92 |   | ISDA Master Agreement  (Class A-1), dated June 28, 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 July 3, 2007)                           |
|              |   |                                                                                                                                                                                                                                                                                                                                                          |
| Exhibit 4.93 |   | ISDA Master Agreement  (Class C), dated June 28, 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 July 3, 2007)                             |
|              |   |                                                                                                                                                                                                                                                                                                                                                          |
| Exhibit 4.94 |   | Schedule (Class A-1) to ISDA Master Agreement,  dated June 28, 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 July 3, 2007)               |
|              |   |                                                                                                                                                                                                                                                                                                                                                          |
| Exhibit 4.95 |   | Schedule (Class C)  to ISDA Master Agreement, dated June 28, 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 July 3,  2007)                |
|              |   |                                                                                                                                                                                                                                                                                                                                                          |
| Exhibit 4.96 |   | Confirmation  (Class A-1) to ISDA Master Agreement, dated June 28, 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  July 3, 2007)          |
|              |   |                                                                                                                                                                                                                                                                                                                                                          |
| Exhibit 4.97 |   | Confirmation  (Class C) to ISDA Master Agreement, dated June 28, 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  July 3, 2007)            |
|              |   |                                                                                                                                                                                                                                                                                                                                                          |
| Exhibit 4.98 |   | Credit Support Annex  (Class A-1) to ISDA Master Agreement, dated June 28, 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  July 3, 2007)  |

 

13

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| Exhibit 4.99  |   | Credit Support Annex (Class C) to ISDA Master  Agreement, dated June 28, 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 July 3, 2007) |
|--------------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|               |   |                                                                                                                                                                                                                                                                                                                                                       |
| Exhibit 4.100 |   | 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 4.101 |   | 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)                       |
|               |   |                                                                                                                                                                                                                                                                                                                                                       |
| Exhibit 4.102 |   | 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 4.103 |   | 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 4.104 |   | 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 4.105 |   | 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 4.106 |   | 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 4.107 |   | 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 4.108 |   | 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)     |

 

14

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| Exhibit 4.109 |   | 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)  |
|--------------------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|               |   |                                                                                                                                                                                                                                                                                                                                                           |
| Exhibit 4.110 |   | 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 4.111 |   | 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 PROVIDE IN ACCORDANCE WITHGENERAL INSTRUCTION J TO FORM 10-K:**

 

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

 

Not applicable.

 

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

 

Not applicable.

 

15

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

 

Not applicable.

 

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

 

There are no legal proceedings pending or proceedingsknown to be contemplated by governmental authorities against any of DeutscheBank Trust Company Americas (“DBTCA”), as indenture trustee (the “IndentureTrustee”), 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”), anysub-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, thatare material to holders of the Regulation AB Notes.

 

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

 

The information required by item 1119 of Regulation ABhas been omitted from this report on Form 10-K in reliance on theInstruction to Item 1119.

 

**Item 1122 of Regulation AB Compliance withApplicable Servicing Criteria.**

 

Each of GE Capital, GE Consumer Finance, Inc. andDBTCA (in its capacity as Indenture Trustee) (collectively, the “PPSF’s”) havebeen identified by the registrant as parties participating in the servicingfunction with 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.

 

**Item 1123 of Regulation AB. Servicer ComplianceStatement.**

 

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

 

16

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**SIGNATURES**

 

Pursuant to therequirements of Section 13 or 15(d) of the Securities Exchange Act of1934, the registrant has duly caused this report to be signed on its behalf bythe undersigned, thereunto duly authorized.

 

Date:  March 29, 2010

 

 
|   | 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 |

 

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

 

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

 

17

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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 |   | 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  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)                                                                                                                                                                                                                |

 

18

----

 
| 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  |   | Amended and Restated  Series 2005-1 Indenture Supplement, dated as of December 9, 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 December 9, 2009)                                            |
|              |   |                                                                                                                                                                                                                                                                                                                                     |
| 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 |   | Supplemental Indenture  No. 1 to Series 2005-3 Indenture Supplement, dated as of  September 10, 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 11, 2009)                        |
|              |   |                                                                                                                                                                                                                                                                                                                                     |
| Exhibit 4.11 |   | 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 4.12 |   | Amended and Restated  Series 2007-1 Indenture Supplement, dated as of December 9, 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 December 9, 2009)                                            |
|              |   |                                                                                                                                                                                                                                                                                                                                     |
| Exhibit 4.13 |   | 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 4.14 |   | 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 4.15 |   | 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 4.16 |   | Supplemental Indenture  No. 1 to Series 2007-3 Indenture Supplement, dated as of  September 10, 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 September 11, 2009)                        |
|              |   |                                                                                                                                                                                                                                                                                                                                     |
| Exhibit 4.17 |   | 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)                                                                              |

 

19

----

 
| Exhibit 4.18 |   | 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 4.19 |   | 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 4.20 |   | 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 4.21 |   | 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 4.22 |   | 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 4.23 |   | 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 4.24 |   | 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 4.25 |   | 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 4.26 |   | 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 4.27 |   | 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)                                                                                                                     |

 

20

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| Exhibit 4.28 |   | 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 4.29 |   | 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 4.30 |   | 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 4.31 |   | 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 4.32 |   | 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 4.33 |   | 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)        |
|              |   |                                                                                                                                                                                                                                                                                                                                                                 |
| Exhibit 4.34 |   | 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 4.35 |   | 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 4.36 |   | 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)                            |

 

21

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| Exhibit 4.37 |   | 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 4.38 |   | 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 4.39 |   | 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))                                                                                                               |
|              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 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)                                                                                                                  |

 

22

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| 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))                                                                                            |
|-------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|              |   |                                                                                                                                                                                                                                                                                                                                                    |
| Exhibit 4.47 |   | ISDA Master Agreement  (Class A), dated March 30, 2005, between Royal Bank of Canada 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 5, 2005)                   |
|              |   |                                                                                                                                                                                                                                                                                                                                                    |
| Exhibit 4.48 |   | ISDA Master Agreement  (Class B), dated March 30, 2005, between Royal Bank of Canada 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 5, 2005)                   |
|              |   |                                                                                                                                                                                                                                                                                                                                                    |
| Exhibit 4.49 |   | ISDA Master Agreement  (Class C), dated March 30, 2005, between Royal Bank of Canada 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 5, 2005)                   |
|              |   |                                                                                                                                                                                                                                                                                                                                                    |
| Exhibit 4.50 |   | Schedule (Class A)  to ISDA Master Agreement, dated March 30, 2005, between Royal Bank of  Canada 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 5, 2005)      |
|              |   |                                                                                                                                                                                                                                                                                                                                                    |
| Exhibit 4.51 |   | Schedule (Class B)  to ISDA Master Agreement, dated March 30, 2005, between Royal Bank of  Canada 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 5, 2005)      |
|              |   |                                                                                                                                                                                                                                                                                                                                                    |
| Exhibit 4.52 |   | Schedule (Class C)  to ISDA Master Agreement, dated March 30, 2005, between Royal Bank of  Canada 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 5, 2005)      |
|              |   |                                                                                                                                                                                                                                                                                                                                                    |
| Exhibit 4.53 |   | Confirmation  (Class A) to ISDA Master Agreement, dated March 30, 2005, between  Royal Bank of Canada 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 5, 2005)  |
|              |   |                                                                                                                                                                                                                                                                                                                                                    |
| Exhibit 4.54 |   | Confirmation  (Class B) to ISDA Master Agreement, dated March 30, 2005, between  Royal Bank of Canada 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 5, 2005)  |
|              |   |                                                                                                                                                                                                                                                                                                                                                    |
| Exhibit 4.55 |   | Confirmation  (Class C) to ISDA Master Agreement, dated March 30, 2005, between  Royal Bank of Canada 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 5, 2005) |

 

23

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| Exhibit 4.56 |   | Omnibus Amendment to Swap Agreements, dated as of  April 10, 2006, between GE Capital Credit Card Master Note Trust and  Royal Bank of Canada (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 14, 2006)                                                           |
|-------------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|              |   |                                                                                                                                                                                                                                                                                                                                                                                                   |
| Exhibit 4.57 |   | ISDA Master Agreement (Class B), dated  June 30, 2005, 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 July 6, 2005)                                                                      |
|              |   |                                                                                                                                                                                                                                                                                                                                                                                                   |
| Exhibit 4.58 |   | ISDA Master Agreement  (Class C), dated June 30, 2005, 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 July 6, 2005)                                                                      |
|              |   |                                                                                                                                                                                                                                                                                                                                                                                                   |
| Exhibit 4.59 |   | Schedule (Class B)  to ISDA Master Agreement, dated June 30, 2005, 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 July 6,  2005)                                                         |
|              |   |                                                                                                                                                                                                                                                                                                                                                                                                   |
| Exhibit 4.60 |   | Schedule (Class C)  to ISDA Master Agreement, dated June 30, 2005, 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 July 6,  2005)                                                         |
|              |   |                                                                                                                                                                                                                                                                                                                                                                                                   |
| Exhibit 4.61 |   | Confirmation  (Class B) to ISDA Master Agreement, dated June 30, 2005, 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  July 6, 2005)                                                     |
|              |   |                                                                                                                                                                                                                                                                                                                                                                                                   |
| Exhibit 4.62 |   | Confirmation  (Class C) to ISDA Master Agreement, dated June 30, 2005, 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  July 6, 2005)                                                     |
|              |   |                                                                                                                                                                                                                                                                                                                                                                                                   |
| Exhibit 4.63 |   | Omnibus Amendment to  Swap Agreements, dated as of April 10, 2006, between GE Capital Credit  Card Master Note Trust and ABN AMRO Bank N.V. (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 April 14, 2006)                                                             |
|              |   |                                                                                                                                                                                                                                                                                                                                                                                                   |
| Exhibit 4.64 |   | ISDA Novation  Agreement, dated as of March 5, 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 March 9, 2010) |

 

24

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| Exhibit 4.65 |   | ISDA Novation Agreement, dated as of March 5,  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 4.2 of the current  report on Form 8-K filed by GE Capital Credit Card Master Note Trust and  RFS Holding, L.L.C. on March 9, 2010) |
|-------------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|              |   |                                                                                                                                                                                                                                                                                                                                                                                                   |
| Exhibit 4.66 |   | ISDA Master Agreement  (Class B), dated September 27, 2006, 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 October 2,  2006)                                                          |
|              |   |                                                                                                                                                                                                                                                                                                                                                                                                   |
| Exhibit 4.67 |   | ISDA Master Agreement  (Class C), dated September 27, 2006, 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 October 2,  2006)                                                          |
|              |   |                                                                                                                                                                                                                                                                                                                                                                                                   |
| Exhibit 4.68 |   | Schedule (Class B)  to ISDA Master Agreement, dated September 27, 2006, 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  October 2, 2006)                                              |
|              |   |                                                                                                                                                                                                                                                                                                                                                                                                   |
| Exhibit 4.69 |   | Schedule (Class C)  to ISDA Master Agreement, dated September 27, 2006, 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  October 2, 2006)                                              |
|              |   |                                                                                                                                                                                                                                                                                                                                                                                                   |
| Exhibit 4.70 |   | Confirmation  (Class B) to ISDA Master Agreement, dated September 27, 2006,  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 October 2, 2006)                                          |
|              |   |                                                                                                                                                                                                                                                                                                                                                                                                   |
| Exhibit 4.71 |   | Confirmation (Class C)  to ISDA Master Agreement, dated September 27, 2006, 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  October 2, 2006)                                          |
|              |   |                                                                                                                                                                                                                                                                                                                                                                                                   |
| Exhibit 4.72 |   | ISDA Master Agreement  (Class A), dated March 29, 2007, between Bank of Montreal 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 4.73 |   | ISDA Master Agreement  (Class C), dated March 29, 2007, between Bank of Montreal 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)                                                                      |

 

25

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| Exhibit 4.74 |   | Schedule (Class A) to ISDA Master Agreement,  dated March 29, 2007, between Bank of Montreal 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 4.75 |   | Schedule (Class C)  to ISDA Master Agreement, dated March 29, 2007, between Bank of Montreal  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 4.76 |   | Confirmation  (Class A) to ISDA Master Agreement, dated March 29, 2007, between  Bank of Montreal 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 4.77 |   | Confirmation  (Class C) to ISDA Master Agreement, dated March 29, 2007, between  Bank of Montreal 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 4.78 |   | Credit Support Annex  (Class A) to ISDA Master Agreement, dated March 29, 2007, between  Bank of Montreal 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) |
|              |   |                                                                                                                                                                                                                                                                                                                                                       |
| Exhibit 4.79 |   | Credit Support Annex  (Class C) to ISDA Master Agreement, dated March 29, 2007, between  Bank of Montreal 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 4.80 |   | 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 4.81 |   | 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 4.82 |   | 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 4.83 |   | 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)           |

 

26

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| Exhibit 4.84 |   | 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 4.85 |   | 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 4.86 |   | 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)          |
|              |   |                                                                                                                                                                                                                                                                                                                                                          |
| Exhibit 4.87 |   | 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 4.88 |   | 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 4.89 |   | 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 4.90 |   | 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 4.91 |   | 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 4.92 |   | ISDA Master Agreement  (Class A-1), dated June 28, 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 July 3, 2007)                           |
|              |   |                                                                                                                                                                                                                                                                                                                                                          |
| Exhibit 4.93 |   | ISDA Master Agreement  (Class C), dated June 28, 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 July 3, 2007)                             |

 

27

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| Exhibit 4.94  |   | Schedule (Class A-1)  to ISDA Master Agreement, dated June 28, 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 July 3,  2007)             |
|--------------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|               |   |                                                                                                                                                                                                                                                                                                                                                         |
| Exhibit 4.95  |   | Schedule (Class C)  to ISDA Master Agreement, dated June 28, 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 July 3,  2007)               |
|               |   |                                                                                                                                                                                                                                                                                                                                                         |
| Exhibit 4.96  |   | Confirmation  (Class A-1) to ISDA Master Agreement, dated June 28, 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  July 3, 2007)         |
|               |   |                                                                                                                                                                                                                                                                                                                                                         |
| Exhibit 4.97  |   | Confirmation  (Class C) to ISDA Master Agreement, dated June 28, 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  July 3, 2007)           |
|               |   |                                                                                                                                                                                                                                                                                                                                                         |
| Exhibit 4.98  |   | Credit Support Annex  (Class A-1) to ISDA Master Agreement, dated June 28, 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  July 3, 2007) |
|               |   |                                                                                                                                                                                                                                                                                                                                                         |
| Exhibit 4.99  |   | Credit Support Annex  (Class C) to ISDA Master Agreement, dated June 28, 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  July 3, 2007)  |
|               |   |                                                                                                                                                                                                                                                                                                                                                         |
| Exhibit 4.100 |   | 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 4.101 |   | 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)                         |
|               |   |                                                                                                                                                                                                                                                                                                                                                         |
| Exhibit 4.102 |   | 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 4.103 |   | 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)            |

 

28

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| Exhibit 4.104 |   | 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 4.105 |   | 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 4.106 |   | 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 4.107 |   | 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 4.108 |   | 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 4.109 |   | 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) |
|               |   |                                                                                                                                                                                                                                                                                                                                                           |
| Exhibit 4.110 |   | 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 4.111 |   | 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                                                                                                                                                                                                                               |

 

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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                                                                                    |

 

30

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