Attached files
| file | filename |
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| EX-4.1 - RFS HOLDING LLC | v208722_ex4-1.htm |
| EX-1.1 - RFS HOLDING LLC | v208722_ex1-1.htm |
| EX-8.1 - RFS HOLDING LLC | v208722_ex8-1.htm |
| EX-5.1 - RFS HOLDING LLC | v208722_ex5-1.htm |
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UNITED
STATES
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SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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FORM
8-K
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Current
Report Pursuant
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to
Section 13 or 15(d) of the
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Securities
Exchange Act of 1934
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Date
of Report (Date of Earliest Event Reported) January
20, 2011
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GE
Capital Credit Card Master Note Trust
RFS
Holding, L.L.C.
GE
Money Bank
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(Exact
Name of Issuing Entity, Depositor/Registrant and Sponsor
as
Specified in their respective Charters)
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Delaware
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(State
or Other Jurisdiction of Incorporation of Issuing Entity and
Registrant)
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333-107495,
333-130030, 333-144945,
333-169151, 333-107495-02, 333-130030-01, 333-144945-01, 333-169151-01
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57-1173164
(RFS Holding, L.L.C.)
20-0268039
(GE Capital Credit Card Master Note Trust)
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(Commission
File Numbers for Registrant and Issuing Entity,
respectively)
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(Registrants’
I.R.S. Employer Identification Nos. for Registrant and Issuing Entity,
respectively)
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901
Main Avenue
Norwalk,
Connecticut
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06851
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(203)
585-6669
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(Registrant’s
Telephone Number, Including Area Code)
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Not
Applicable
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(Former
Name or Former Address, if Changed Since Last Report)
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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:
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[ ]
Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
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[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item
1.01. Entry into Material Definitive Agreements.
RFS
Holding, L.L.C. entered into an Underwriting Agreement, dated January 20, 2011
(“Underwriting Agreement”), among RFS Holding, L.L.C., RFS Holding, Inc.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated and RBS Securities Inc.
relating to the Series 2011-1, Class A Asset Backed Notes (the
“Series 2011-1 Class A Notes”) by GE Capital Credit Card Master Note
Trust described in the Prospectus dated January 19, 2011 and the Prospectus
Supplement dated January 20, 2011.
The
Registrant is also filing a Form of the Series 2011-1 Indenture
Supplement (“Form of Series 2011-1 Supplement”)
between GE Capital Credit Card Master Note Trust and Deutsche Bank Trust Company
Americas, as indenture trustee.
Item
8.01 Other Events.
The
Registrant is filing Exhibits 5.1 and 8.1 in connection with the issuance of the
Series 2011-1 Notes.
Item
9.01. Financial Statements and Exhibits.
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(a)
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Not
applicable.
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(b)
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Not
applicable.
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(c)
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Not
applicable.
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(d)
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Exhibits.
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Exhibit No.
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Document Description
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1.1
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Underwriting
Agreement
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4.1
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Form
of Series 2011-1 Indenture Supplement
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5.1
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Opinion
of Mayer Brown LLP with respect to legality
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8.1
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Opinion
of Mayer Brown LLP with respect to tax
matters
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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.
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January
20, 2011
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RFS
Holding, L.L.C., as depositor
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By:
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/s/
David Schulz
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Name:
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David
Schulz
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Title:
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Vice
President
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