GE Capital Credit Card Master Note Trust (Form: 8-K, Received: 05/06/2009 15:38:39)

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) May 4, 2009

GE Capital Credit Card Master Note Trust
RFS Holding, L.L.C.
GE Money Bank

(Exact name of Issuing Entity, Depositor/Registrant and Sponsor
as specified in their respective charters)

Delaware

(State or other jurisdiction

of incorporation)

333-107495, 333-130030, 333-144945		57-1173164
333-107495-02, 333-130030-01, 333-144945-01		20-0268039
(Commission file numbers for Registrant		(Registrants’ I.R.S. Employer Identification Nos.
and Issuing Entity, respectively)		for Registrant and Issuing Entity, respectively)

c/o General Electric Capital Corporation
901 Main Avenue
Norwalk, CT		06851
(Address of principal executive offices)		(Zip code)

(203) 585-6669

Registrant’s telephone number, including area code

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions .

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into Material Definitive Agreements

On May 4, 2009, GE Capital Credit Card Master Note Trust (the “Trust”) and General Electric Capital Corporation (“GE Capital”) entered into the First Amendment to Administration Agreement, a copy of which is filed with this Form 8-K as Exhibit 4.1, pursuant to which the Trust and GE Capital amended certain provisions of the Administration Agreement, dated as of September 25, 2003, among the Trust, GE Capital and BNY Mellon Trust of Delaware, as trustee.

Item 8.01. Other Events .

The Registrant is filing the exhibits listed in Item 9.01(d) below in connection with the issuance of the Series 2009-1, Class A Asset Backed Notes by GE Capital Credit Card Master Note Trust described in the Prospectus dated April 30, 2009 and the Prospectus Supplement dated May 5, 2009.

Item 9.01 Financial Statements and Exhibits .

(a) Not applicable

(b) Not applicable

(d) Exhibits:

Exhibit
Number		Document Description

4.1		First Amendment to Administration Agreement, dated as of May 4, 2009, between GE Capital Credit Card Master Note Trust and General Electric Capital Corporation

5.1		Opinion of Mayer Brown LLP with respect to legality

8.1		Opinion of Mayer Brown LLP with respect to tax matters

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

RFS Holding, L.L.C., as depositor


By:	/s/ Ravi Ramanujam
	Name:	Ravi Ramanujam
	Title:	Vice President

Dated: May 6, 2009

Exhibit 4.1

FIRST AMENDMENT TO ADMINISTRATION AGREEMENT

This FIRST AMENDMENT to ADMINISTRATION AGREEMENT dated as of May 4, 2009 (this “ Amendment ”), is entered into by and among (i) GE CAPITAL CREDIT CARD MASTER NOTE TRUST, a Delaware statutory trust (the “ Trust ”) and (ii) GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (the “ Administrator ”).

BACKGROUND

1. Trust, BNY Mellon Trust of Delaware, as Trustee (the “ Trustee ”) and Administrator are parties to the Administration Agreement, dated as of September 25, 2003 (the “ Administration Agreement ”).

2. Trust and Administrator desire to amend the Administration Agreement as set forth herein.

AMENDMENTS

The parties hereto agree as follows:

SECTION 1 . Definitions . As used herein, terms that are defined herein shall have the meanings as so defined, and terms not so defined shall have the meanings as set forth in (or by reference in) the Administration Agreement as amended hereby.

SECTION 2. Amendment to the Administration Agreement . Each party to this Amendment that is a party to the Administration Agreement agrees that the Administration Agreement is hereby amended as follows:

(a) Section 1(d) is deleted and replaced in its entirety with the following:

“(d) Duties with respect to sale of Notes. The Administrator, on behalf of the Trust, shall perform the administrative duties of the Trust under any note purchase agreement, loan agreement, underwriting agreement, certification as to Term Asset-Backed Securities Loan Facility (“ TALF ”) eligibility or any undertaking relating to TALF. The Administrator, on behalf of the Trust, shall monitor the performance of the Trust and shall advise the Trust when action is necessary to comply with the Trust’s duties under any note purchase agreement, loan agreement, underwriting agreement, certification as to TALF eligibility or any undertaking relating to TALF. The Administrator, on behalf of the Trust, shall prepare for execution by the Trust or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Trust (or Trustee) to

prepare, file or deliver pursuant to any note purchase agreement, loan agreement, underwriting agreement, certification as to TALF eligibility or any undertaking relating to TALF. In furtherance of the foregoing, the Administrator, on behalf of the Trust (or Trustee) shall take all appropriate action that is the duty of the Trust to take pursuant to such documents.

SECTION 3 . Effectiveness . This Amendment shall become effective, as of the date first set forth above, when counterparts hereof shall have been executed and delivered by the parties hereto, and thereafter shall be binding on the parties hereto and their respective successors and assigns.

SECTION 4 . Binding Effect; Ratification . (a) On and after the execution and delivery hereof, (i) this Amendment shall be a part of the Administration Agreement and (ii) each reference in the Administration Agreement to “this Agreement”, “hereof”, “hereunder” or words of like import, and each reference in any other Related Document to the Administration Agreement, shall mean and be a reference to such Administration Agreement as amended hereby.

(b) Except as expressly amended hereby, the Administration Agreement shall remain in full force and effect and is hereby ratified and confirmed by the parties hereto.

SECTION 5 . Governing Law; Miscellaneous . (a) THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO PRINCIPLES OF CONFLICTS OF LAW.

(b) Headings used herein are for convenience of reference only and shall not affect the meaning of this Amendment.

(c) This Amendment may be executed in any number of counterparts, and by the parties hereto on separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same agreement. Executed counterparts may be delivered electronically.

SECTION 6 . No Recourse. It is expressly understood and agreed by the parties hereto that (a) this Amendment is executed and delivered by BNY Mellon Trust of Delaware, not individually or personally but solely as trustee of the Trust, in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, undertakings and agreements herein made on the part of the Trust is made and intended not as personal representations, undertakings and agreements by BNY Mellon Trust of Delaware but is made and intended for the purpose of binding only the Trust, (c) nothing herein contained shall be construed as creating any liability on BNY Mellon Trust of Delaware, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto and (d) under no circumstances shall BNY Mellon Trust of Delaware be personally liable for the payment of any indebtedness or expenses of the Trust or be liable for the breach or failure

of any obligation, representation, warranty or covenant made or undertaken by the Trust under this Amendment or any other related documents.

IN WITNESS WHEREOF , the parties have executed this Amendment by their respective officers thereunto duly authorized as of the date first above written.

GE CAPITAL CREDIT CARD MASTER NOTE TRUST


By: BNY Mellon Trust of Delaware,
			not in its individual capacity but solely as
			Trustee on behalf of the Trust

By:		/s/ Kristine K. Gullo
		Name: Kristine K. Gullo
		Title: Vice President


GENERAL ELECTRIC CAPITAL CORPORATION,
	as Administrator


By:		/s/ Brian D. Doubles
		Name: Brian D. Doubles
		Title: Authorized Signatory

S-1

Exhibit 5.1

Mayer Brown LLP
71 South Wacker Drive
Chicago, Illinois 60606-4637

Main Tel (312) 782-0600
Main Fax (312) 701-7711
www.mayerbrown.com

May 6, 2009

RFS Holding, L.L.C.

901 Main Avenue

Norwalk, Connecticut 06851

GE Capital Credit Card Master Note Trust

901 Main Avenue

Norwalk, Connecticut 06851

Re:		RFS Holding, L.L.C.
		GE Capital Credit Card Master Note Trust, Series 2009-1, Class A Notes
		Registration Statement on Form S-3 (No. 333-144945)

We have acted as special counsel for RFS Holding, L.L.C., a Delaware limited liability company (“ RFSHL ”), and GE Capital Credit Card Master Note Trust (the “ Note Trust ”), in connection with (a) the filing by RFSHL with the Securities and Exchange Commission (the “ Commission ”) under the Securities Act of 1933, as amended (the “ Act ”), of the above captioned Registration Statement, as amended (the “ Registration Statement ”), registering asset-backed notes representing debt of the Note Trust, and (b) the offering of the Series 2009-1 notes, Class A (the “ Notes ”) described in the prospectus supplement, dated May 5, 2009 (the “ Prospectus Supplement ”) and the base prospectus dated April 30, 2009 (together with the Prospectus Supplement, the “ Prospectus ”), which have been filed with the Commission pursuant to Rule 424(b) of the Act. The Notes will be issued pursuant to the Master Indenture, dated as of September 25, 2003, as amended by the Omnibus Amendment to Securitization Documents, dated as of February 9, 2004, and as further amended by the Second Amendment to Master Indenture, dated as of June 17, 2004, the Third Amendment to Master Indenture, dated as of August 31, 2006, the Fourth Amendment to Master Indenture, dated as of June 28, 2007, and the Fifth Amendment to Master Indenture, dated as of May 22, 2008 (as so amended, the “ Master Indenture ”), between the Note Trust and Deutsche Bank Trust Company Americas, as indenture

Mayer Brown LLP operates in combination with our associated English limited liability partnership
and Hong Kong partnership (and its associated entities in Asia).

trustee (the “ Indenture Trustee ”), as supplemented by an Indenture Supplement, to be dated on or about May 12, 2009 (the “ Indenture Supplement ”, and together with the Master Indenture, the “ Indenture ”), between the Note Trust and the Indenture Trustee. Unless otherwise defined herein, all capitalized terms used herein shall have the meanings assigned to them in the Indenture.

We have examined executed copies of the Registration Statement, the Master Indenture, the Transfer Agreement, dated as of September 25, 2003, as amended by the Omnibus Amendment, and as further amended by the Second Amendment to Transfer Agreement, dated as of June 17, 2004, the Third Amendment to Transfer Agreement, dated as of November 21, 2004, the Fourth Amendment to Transfer Agreement, dated as of August 31, 2006, the Fifth Amendment to Transfer Agreement, dated as of December 21, 2006, the Sixth Amendment to Transfer Agreement, dated as of May 21, 2008, the Reassignment of Receivables in Removed Accounts and Seventh Amendment to Transfer Agreement, dated as of December 29, 2008, and the Reassignment of Receivables in Removed Accounts and Eighth Amendment to Transfer Agreement, dated as of February 26, 2009 (as so amended, the “ Transfer Agreement ”), between RFSHL and the Note Trust, a form of the Indenture Supplement and such other documents as we have deemed necessary for the purposes of this opinion (collectively, the “ Transaction Documents ”).

We have also assumed that: (i) the Transaction Documents and the Notes have been or will be duly authorized by all necessary corporate action; (ii) the Notes will be duly issued, executed, authenticated and delivered in accordance with the provisions of the Indenture; and (iii) the purchase price for the Notes will be paid to RFSHL by the various underwriters named in the Prospectus.

In expressing our opinion, we have assumed, without independent verification, that the facts presented in the Transaction Documents are correct, the Transaction Documents have been or will be consummated according to their terms, and the factual representations of RFSHL and its affiliates are correct. In addition, we have assumed that the parties to each Transaction Document will satisfy their respective obligations thereunder.

On the basis of the foregoing examination and assumptions, and upon consideration of applicable law, it is our opinion that the Notes, upon issuance and sale thereof in the manner described in the Prospectus and as provided in the Indenture, will be binding obligations of the Note Trust.

We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement and to the references to this firm under the heading “ Legal Matters ” in the Prospectus Supplement, without admitting that we are “experts” within the meaning of the Act or the rules and regulations of the Commission issued thereunder, with respect to any part of the Registration Statement.

Our opinion set forth above is subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’

rights generally and general equitable principles (whether considered in a proceeding in equity or at law) and by the discretion of the court before which any proceeding therefore may be brought.

We are members of the Bar of the State of Illinois and New York, and we do not express any opinion herein concerning any law other than the law of the State of New York and the Federal law of the United States.

	Very truly yours,

	/s/ Mayer Brown LLP

	MAYER BROWN LLP

Exhibit 8.1

Mayer Brown LLP
71 South Wacker Drive
Chicago, Illinois 60606-4637

Main Tel (312) 782-0600

Main Fax (312) 701-7711

www.mayerbrown.com

May 6, 2009

RFS Holding, L.L.C.

901 Main Avenue

Norwalk, Connecticut 06851

GE Capital Credit Card Master Note Trust

901 Main Avenue

Norwalk, Connecticut 06851

Re:		GE Capital Credit Card Master Note Trust, Series 2009—1
		Registration Statement on Form S-3 (No. 333-144945)

Our opinion is based on our examination of the Prospectus, the Master Indenture, dated as of September 25, 2003, as amended by the Omnibus Amendment to Securitization Documents, dated as of February 9, 2004, and as further amended by the Second Amendment to Master Indenture, dated as of June 17, 2004, the Third Amendment to Master Indenture, dated as of August 31, 2006, the Fourth Amendment to Master Indenture, dated as of June 28, 2007, and the Fifth Amendment to Master Indenture, dated as of May 22, 2008 (as so amended, the “ Master Indenture ”), between the Note Trust and Deutsche Bank Trust Company Americas, as indenture trustee (the “ Indenture Trustee ”), as supplemented by an Indenture Supplement, to be dated as of

Mayer Brown LLP operates in combination with our associated English limited liability partnership
and Hong Kong partnership (and its associated entities in Asia).

May 12, 2009 (the “ Indenture Supplement ”, and together with the Master Indenture, the “ Indenture ”), between the Note Trust and the Indenture Trustee, and such other documents, instruments and information as we considered necessary.

Our opinion is also based on (i) the assumption that neither the Indenture Trustee nor any affiliate thereof will become either the servicer or the delegee of the servicer; (ii) the assumption that all agreements relating to the creation of the Note Trust and the issuance and sale of the Notes will remain in full force and effect; (iii) the assumption that all agreements and documents required to be executed and delivered in connection with the issuance and sale of the Notes will be so executed and delivered by properly authorized persons in substantial conformity with the drafts thereof as described in the Prospectus, and the transactions contemplated to occur under such agreements and documents in fact occur in accordance with the terms thereof; and (iv) currently applicable provisions of the Internal Revenue Code of 1986, as amended, Treasury regulations promulgated and proposed thereunder, current positions of the Internal Revenue Service (the “ IRS ”) contained in published Revenue Rulings and Revenue Procedures, current administrative positions of the IRS and existing judicial decisions. This opinion is subject to the explanations and qualifications set forth under the caption “ Federal Income Tax Consequences ” in the Prospectus. No tax rulings will be sought from the IRS with respect to any of the matters discussed herein.

While the tax description does not purport to discuss all possible federal income tax ramifications of the purchase, ownership, and disposition of the Notes, particularly to U.S. purchasers subject to special rules under the Internal Revenue Code of 1986, as amended, based on the foregoing, as of the date hereof, we hereby adopt and confirm the statements set forth in the Prospectus under the heading “ Federal Income Tax Consequences ”, which discusses the federal income tax consequences of the purchase, ownership and disposition of the Notes. There can be no assurance, however, that the tax conclusions presented therein will not be successfully challenged by the IRS, or significantly altered by new legislation, changes in IRS positions or judicial decisions, any of which challenges or alterations may be applied retroactively with respect to completed transactions. We hereby consent to the use of our name therein and to the filing of this opinion with the Commission as an exhibit to the Registration Statement and to the references to this firm under the heading “ Legal Matters ” in the Prospectus Supplement, without

admitting we are “experts” within the meaning of the Act or the rules and regulations of the Commission issued thereunder, with respect to any part of the Registration Statement, including this Form 8-K.

	Very truly yours,

	/s/ Mayer Brown LLP

	MAYER BROWN LLP