Synchrony Credit Card Master Note Trust (Form: 8-K, Received: 09/11/2014 14:05:53)


UNITED STATES
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)		September 8, 2014

Synchrony Credit Card Master Note Trust RFS Holding, L.L.C. Synchrony Bank
(Exact Name of Issuing Entity, Depositor/Registrant and Sponsor as Specified in their respective Charters)

Delaware
(State or Other Jurisdiction of Incorporation of Issuing Entity and Registrant)

333-107495, 333-130030, 333-144945, 333-169151, 333-107495-02, 333-130030-01, 333-144945-01, 333-169151-01	57-1173164 (RFS Holding, L.L.C.) 20-0268039 (Synchrony Credit Card Master Note Trust)
(Commission File Numbers for Registrant and Issuing Entity, respectively)	(Registrants’ I.R.S. Employer Identification Nos. for Registrant and Issuing Entity, respectively)

777 Long Ridge Road Stamford, Connecticut			06927
(Address of Principal Executive Offices)			(Zip Code)

(877) 441-5094
(Registrant’s Telephone Number, Including Area Code)

Not Applicable
(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:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ 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 September 8, 2014, RFS Holding, L.L.C. entered into the Second Amendment to Trust Agreement, a copy of which is filed with this Form 8-K as Exhibit 4.1, pursuant to which RFS Holding, L.LC. and BNY Mellon Trust of Delaware (the “ Trustee ”) amended certain provisions of the Trust Agreement, dated as of September 25, 2003, between RFS Holding, L.L.C. and the Trustee.

Item 8.01. Other Events.

On September 8, 2014, GE Capital Credit Card Master Note Trust changed its name to Synchrony Credit Card Master Note Trust.

Item 9.01. Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

(d) Exhibits.

Exhibit No.	Document Description

4.1	Second Amendment to Trust Agreement, dated as of September 8, 2014, between RFS Holding, L.L.C. and the Trustee.

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 hereunto duly authorized.

September 11, 2014	RFS Holding, L.L.C., as depositor


	By:	/s/ Andrew Lee
	Name:		Andrew Lee
	Title:		Vice President

Exhibit 4.1

SECOND AMENDMENT TO
TRUST AGREEMENT OF
GE CAPITAL CREDIT CARD MASTER NOTE TRUST

This SECOND AMENDMENT TO TRUST AGREEMENT OF GE CAPITAL CREDIT CARD MASTER NOTE TRUST (this “ Amendment ”) is entered into as of September 8, 2014, between RFS HOLDING, L.L.C. (“ RFS Holding ”) and BNY Mellon Trust of Delaware , acting solely in it capacity as trustee (the “ Trustee ”).

Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Trust Agreement (defined below).

Background

A. The parties to this Amendment entered into a certain Trust Agreement, dated as of September 25, 2003 (as amended, supplemented or otherwise modified prior to the date hereof, the “ Trust Agreement ”), with respect to a Delaware statutory trust known as GE Capital Credit Card Master Note Trust (the “ Trust ”).

B. RFS Holding and the Trustee desire to amend the Trust Agreement as set forth below.

Amendment and Agreement

1. In consideration of the mutual agreements, provisions and covenants contained in this Amendment and in the Trust Agreement, the parties, intending to be legally bound, agree that the Trust Agreement is hereby amended as follows:

a. Section 1.1 of the Trust Agreement is hereby amended by deleting the definition of “Trust” in its entirety as it appears therein and replacing it with the following:

“ Trust ” means Synchrony Credit Card Master Note Trust.

b. Section 2.1 of the Trust Agreement is hereby amended by deleting such section in its entirety as it appears therein and replacing it with the following:

Name . The Trust created hereby shall be known as “Synchrony Credit Card Master Note Trust”, in which name the Trustee may conduct the business of the Trust, make and execute contracts and other instruments on behalf of the Trust and sue and be sued.

2. Promptly after the execution of this Amendment, the Trustee shall cause the filing of a certificate of amendment to the Certificate of Trust of GE Capital Credit Card Master Note Trust, substantially in the form attached hereto as Exhibit A .

3. Upon satisfaction of the condition set forth in Section 6 of this Amendment, this Amendment shall become part of the Trust Agreement and each reference in the Trust Agreement to “this Agreement” or “hereof”, “hereunder” or words of like import, and each reference in any other Related Document (as defined in the Trust Agreement) to the Trust Agreement shall mean and be a reference to the Trust Agreement as amended hereby.

Second Amendment to

Trust Agreement (MNT)

4. This Amendment shall be construed in accordance with the laws of the State of Delaware, without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

5. This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement.

6. This Amendment shall be deemed to be effective upon receipt by the Trustee of (i) counterparts of this Amendment, duly executed by the Trustee and RFS Holding, (ii) evidence of satisfaction of the Rating Agency Condition and (iii) an Officer’s Certificate of RFS Holding to the effect that this Amendment shall not adversely affect in any material respect the interests of the Holders or Noteholders and conditions to this Amendment have been satisfied.

Second Amendment to

Trust Agreement (MNT)

IN WITNESS WHEREOF, the parties have caused this First Amendment to Trust Agreement to be executed by their respective duly authorized officers as of the date first written above.

	RFS HOLDING, L.L.C.


	By:	/s/ Andrew Lee
	Name	Andrew Lee
	Title:	Vice President

S- 1

Second Amendment to

Trust Agreement (MNT)

	BNY MELLON TRUST OF DELAWARE ,
	as Trustee


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

S- 2

Second Amendment to

Trust Agreement (MNT)

EXHIBIT A

FORM OF CERTIFICATE OF AMENDMENT TO

CERTIFICATE OF TRUST

GE CAPITAL CREDIT CARD MASTER NOTE TRUST

This Certificate of Amendment to the Certificate of Trust of GE Capital Credit Card Master Note Trust (the “ Trust ”) is being duly executed and filed by the undersigned trustee to amend the certificate of trust of a statutory trust formed under the Delaware Statutory Trust Act (12 Del. C. §3801 et seq.) (the “ Act ”). The original Certificate of Trust of the Trust was filed with the Secretary of State of the State of Delaware (the “ Secretary of State ”) on September 24, 2003. The Certificate of Trust of the Trust is hereby amended as follows:

1. The name of the Trust is “GE Capital Credit Card Master Note Trust”.

2. The Certificate of Trust of the Trust is hereby amended by changing the name of the Trust to “Synchrony Credit Card Master Note Trust”.

3. This Certificate of Amendment shall be effective upon filing.

IN WITNESS WHEREOF, the undersigned trustee of the Trust has executed this Certificate of Amendment in accordance with Section 3811(a)(2) of the Act.

	BNY MELLON TRUST OF DELAWARE ,
	as Trustee


	By:
	Name:
	Title:

A- 1

Second Amendment to

Trust Agreement (MNT)