Exhibit 1.1

RFS HOLDING, L.L.C

GE CAPITAL CREDIT CARD MASTER NOTE TRUST
SERIES 2006-1 ASSET BACKED NOTES

$812,500,000 Class A Notes
$  92,500,000 Class B Notes
$  65,000,000 Class C Notes

UNDERWRITING AGREEMENT

Banc of America Securities LLC
214 North Tryon Street
Charlotte, North Carolina 28255

Credit Suisse Securities (USA) LLC
Eleven Madison Avenue
New York, New York  10010

each acting on behalf of itself and
as Representative of the several
Underwriters named in Schedule A hereto
(together, the “ Representatives ”)

September 20, 2006

Ladies and Gentlemen:

RFS Holding, L.L.C., a limited liability company organized and existing under the laws of the State of Delaware (the “ Company ”), proposes to cause GE Capital Credit Card Master Note Trust (the “ Issuer ”) to issue $812,500,000 aggregate principal amount of Class A Asset Backed Notes, Series 2006-1 (the “ Class A Notes ”), $92,500,000 aggregate principal amount of the Class B Asset Backed Notes, Series 2006-1 (the “ Class B Notes ”) and $65,000,000 aggregate principal amount of the Class C Asset Backed Notes, Series 2006-1 (the “ Class C Notes ”, and together with the Class A Notes and the Class B Notes, the “ Offered Notes ”). The offering of the Offered Notes by the Underwriters pursuant to this Agreement is referred to herein as the “ Note Offering ”.  The Company is a wholly-owned subsidiary of RFS Holding, Inc. (“ Holding ”).

The Issuer is a Delaware statutory trust formed pursuant to (a)  a Trust Agreement, dated as of September 25, 2003 (the “ Trust Agreement ”), between the Company and The Bank of New York (Delaware), as owner trustee (the “ Owner Trustee ”), and (b) the filing of a certificate of trust with the Secretary of State of Delaware on September 24, 2003.  The Offered Notes will be issued pursuant to a Master Indenture, dated as of September 25, 2003, and as amended as of February 9, 2004, June 17, 2004 and August 31, 2006 (the “ Master Indenture ”), between the Issuer and Deutsche Bank Trust Company Americas, as indenture trustee (the “ Indenture

Trustee ”), as supplemented by the Series 2006-1 Indenture Supplement with respect to the Offered Notes, to be dated on or about September 27, 2006 (the “ Indenture Supplement ” and, together with the Master Indenture, the “ Indenture ”).

The assets of the Issuer include, among other things, certain amounts due (the “ Receivables ”) on a pool of private label credit card accounts of GE Money Bank (the “ Bank ”).  References to the Bank in this Agreement include Monogram Credit Card Bank of Georgia, a predecessor in interest to GE Money Bank.

The Receivables are transferred by the Company to the Issuer pursuant to the Transfer Agreement, dated as of September 25, 2003, and as amended as of February 9, 2004, June 17, 2004, November 21, 2004 and August 31, 2006 (the “ Transfer Agreement ”), between the Company and the Issuer.  The Receivables transferred to the Issuer by the Company were acquired by the Company from the Bank pursuant to a Receivables Sale Agreement, dated as of June 27, 2003, and as amended as of February 9, 2004 and February 7, 2005 (the “ Receivables Sale Agreement ”), between the Company and the Bank.  The Bank has agreed to conduct the servicing, collection and administration of the Receivables owned by the Issuer pursuant to a Servicing Agreement, dated as of June 27, 2003, and as amended as of May 22, 2006 (the “ Servicing Agreement ”) between the Issuer, RFS Funding Trust and the Bank.

Pursuant to (i) an Amended and Restated Contribution Agreement, dated as of November 1, 2004 and the Supplemental Contribution Agreement, dated as of March 29, 2005, each among Holding, General Electric Capital Corporation (“ GECC ”) and General Electric Capital Services, Inc. (“ GECS ”) and (ii) a Supplemental Contribution Agreement, dated as of June 15, 2004, between Holding and GECS (collectively, the “ Contribution Agreement ”), GECS has agreed to make capital contributions to Holding in the event that Holding is obligated to make certain payments, including payments to the Underwriters pursuant to this Agreement, and Holding does not otherwise have funds available to make such payments.

GECC has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the Transfer Agreement, the Servicing Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration Agreement, dated as of September 25, 2003 (the “ Administration Agreement ”), between GECC, as administrator (in such capacity, the “ Administrator ”), the Issuer and The Bank of New York (Delaware), as Owner Trustee.  GECC has also executed a Servicer Performance Guaranty dated as of June 27, 2003 (the “ Servicer Performance Guaranty ”) relating to the Bank’s obligations under the Servicing Agreement.  The Trust Agreement, the Indenture, the Transfer Agreement, the Receivables Sale Agreement, the Servicing Agreement, the Contribution Agreement, the Administration Agreement, the Servicer Performance Guaranty and any interest rate swaps entered into by the Issuer in connection with the Notes are referred to herein, collectively, as the “ Program Documents .”

This Underwriting Agreement is referred to herein as this “ Agreement .”  To the extent not defined herein, capitalized terms used herein have the meanings assigned in the Program Documents.

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For purposes of this Agreement and all related documents, unless the context otherwise requires:  (a) accounting terms not otherwise defined in this Agreement, and accounting terms partly defined in this Agreement to the extent not defined, shall have the respective meanings given to them under GAAP; (b) unless otherwise provided, references to any month, quarter or year refer to a calendar month, quarter or year; (c) terms defined in Article 9 of the UCC as in effect in the applicable jurisdiction and not otherwise defined in this Agreement are used as defined in that Article; (d) references to any amount as on deposit or outstanding on any particular date mean such amount at the close of business on such day; (e) the words “hereof”, “herein” and “hereunder” and words of similar import refer to this Agreement (or the certificate or other document in which they are used) as a whole and not to any particular provision of this Agreement (or such certificate or document); (f) references to any Section, Schedule or Exhibit are references to Sections, Schedules and Exhibits in or to this Agreement (or the certificate or other document in which the reference is made), and references to any paragraph, subsection, clause or other subdivision within any Section or definition refer to such paragraph, subsection, clause or other subdivision of such Section or definition; (g) the term “including” means “including without limitation”; (h) references to any law or regulation refer to that law or regulation as amended from time to time and include any successor law or regulation; (i) references to any agreement refer to that agreement as from time to time amended, restated or supplemented or as the terms of such agreement are waived or modified in accordance with its terms; and (j) references to any Person include that Person’s successors and permitted assigns.

The Company has prepared and filed with the Securities and Exchange Commission (the “ Commission ”) in accordance with the provisions of the Securities Act of 1933 (the “ Act ”), a registration statement on Form S-3 (having the registration number 333-130030), including a form of prospectus and such amendments thereto as may have been filed prior to the date hereof, relating to the Offered Notes and the offering thereof in accordance with Rule 415 under the Act.  If any post-effective amendment to such registration statement has been filed with respect thereto, prior to the execution and delivery of this Agreement, the most recent such amendment has been declared effective by the Commission.  For purposes of this Agreement, “ Effective Time ” means the date and time as of which such registration statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission, and “ Effective Date ” means the date of the Effective Time.  Such registration statement, as amended at the Effective Time, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “ Registration Statement .”  The Registration Statement has been declared effective by the Commission not more than three years prior to the date hereof.

The Company proposes to file with the Commission pursuant to Rule 424(b) under the Act (“ Rule 424(b) ”) a supplement (the “ Prospectus Supplement ”) to the prospectus included in the Registration Statement (such prospectus, in the form it appears in the Registration Statement, or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the “ Base Prospectus ”) relating to the Offered Notes and the method of distribution thereof.  The Base Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, together with the information referred to under the caption “Static Pool Information” in the Prospectus Supplement regardless of whether it is deemed a part of the Prospectus Supplement, are hereinafter referred to as the “ Prospectus ”.

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At or prior to 11:21 a.m. (New York City Time) on September 20, 2006 (the time the first Contract of Sale (as defined below) was entered into as designated by the Representatives (the “ Time of Sale ”), the Company also had prepared a Preliminary Prospectus dated September 18, 2006 with respect to such Offered Notes (together with the Permitted Additional Information (as defined herein ), the “ Time of Sale Information ”).  As used herein, “ Preliminary Prospectus ” means, with respect to any date or time referred to herein, the most recent preliminary Prospectus (as amended or supplemented, if applicable), which has been prepared and delivered by the Company to the Representatives in accordance with the provisions hereof, together with the information referred to under the caption “Static Pool Information” therein regardless of whether it is deemed a part of the Registration Statement or the Prospectus.  If, subsequent to the Time of Sale (as defined above) and prior to the Closing Date (as defined below), the Preliminary Prospectus included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Company has prepared and delivered to the Underwriters a Corrected Prospectus (as defined below), and as a result investors in the Notes elect to terminate their existing “Contracts of Sale” (within the meaning of Rule 159 under the Securities Act of 1933, as amended (the “Act”)) for any Notes, then “Time of Sale Information” will refer to the information conveyed to investors at the time of entry into the first such new Contract of Sale in an amended Preliminary Prospectus approved by the Company and the Representatives that corrects such material misstatements or omissions (a “Corrected Prospectus”) and “Time of Sale” will refer to the time and date on which such new Contracts of Sale were entered into.

The Company and Holding hereby agree, severally and not jointly, with the underwriters for the Class A Notes listed on Schedule A hereto (the “ Class A Underwriters ”), the underwriters for the Class B Notes listed on Schedule A hereto (the “ Class B Underwriters ”) and the underwriters for the Class C Notes listed on Schedule A hereto (the “ Class C Underwriters ” and, together with the Class A Underwriters and the Class B Underwriters, the “ Underwriters ”) as follows:

1.              Representations and Warranties .  The Company represents and warrants to and agrees with each Underwriter, as of the date hereof, that:

(a)            (i) The conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 under the Act, have been satisfied with respect to the Registration Statement.  No stop order suspending the effectiveness of the Registration Statement has been issued, and no proceeding for that purpose has been instituted or threatened by the Commission.

(ii)            As of the Closing Date (as such term is defined below), the Registration Statement, the Preliminary Prospectus and the Prospectus, except with respect to any modification as to which the Representatives have been notified, shall be in all substantive respects in the form furnished to the Representatives or its counsel before such date or, to the extent not completed on such date, shall contain only such specific additional information and other changes (beyond that contained in the latest Preliminary Prospectus that has

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previously been furnished to the Representatives) as the Company or Holding has advised the Representatives, before such time, will be included or made therein.

(iii)           The Registration Statement, as of the Effective Date, conformed in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder; on the date of this Agreement, the Registration Statement and the Prospectus, conform, and as of the time of filing the Prospectus pursuant to Rule 424(b), the Prospectus will conform in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder and of the Trust Indenture Act of 1939, as amended; the Registration Statement, at the Effective Time, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus as of its date, and as of the time of filing pursuant to Rule 424(b), and as of the Closing Date, will not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading; provided, however, that the Company makes no representations or warranties as to the information contained in or omitted from such Registration Statement or such Prospectus in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter specifically for use in the preparation thereof, which information consists of the Underwriters’ Information (as defined herein).

(b)            The Time of Sale Information at the Time of Sale did not, and at the Closing Date will not, include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that no representation or warranty is made with respect to the omission of pricing and price-dependent information, which information shall of necessity appear only in the final Prospectus); provided , that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information contained in or omitted from either the Registration Statement or the Prospectus based upon Underwriters’ Information.

(c)            Other than with respect to the Preliminary Prospectus , the Prospectus and the Permitted Additional Information (as defined below) and any Underwriter Free Writing Prospectus (as defined in Section 8(b)), the Issuer (including its agents and representatives) has not made, used, authorized or approved and will not make, use, authorize or approve any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or solicitation of any offer to buy the Offered Notes.

(d)            The Offered Notes will conform to the description thereof contained in the Preliminary Prospectus and the Prospectus and as of the Closing Date will be duly and validly authorized and, when validly executed, countersigned, issued and delivered in accordance with the Indenture and sold to the Underwriters as provided herein, will be validly issued and outstanding and entitled to the benefits of the related Indenture.

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(e)            Neither the issuance nor sale of the Offered Notes nor the consummation of any other of the transactions herein contemplated, nor the fulfillment of the terms hereof, will conflict with any statute, order or regulation applicable to the Company with respect to the offering of the Offered Notes by any court, regulatory body, administrative agency or governmental body having jurisdiction over the Company or with any organizational document of the Company or any instrument or any agreement under which the Company is bound or to which it is a party.

(f)             This Agreement has been duly authorized, executed and delivered by the Company.

(g)            The Company was not, on the date on which the first bona fide offer of the Offered Notes sold pursuant to this Agreement was made, an “ineligible issuer” as defined in Rule 405 under the Act.

2.              Purchase and Sale .

(a)            On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Class A Underwriters, and the Class A Underwriters agree to purchase from the Company, at a purchase price of 99.85549% of the principal amount thereof, $812,500,000 aggregate principal amount of the Class A Notes, each Class A Underwriter to purchase the amounts shown on Schedule A hereto.

(b)            On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Class B Underwriters, and the Class B Underwriters agree to purchase from the Company, at a purchase price of 99.80000% of the principal amount thereof, $92,500,000 aggregate principal amount of the Class B Notes, each Class B Underwriter to purchase the amounts shown on Schedule A hereto.

(c)            On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Class C Underwriters, and the Class C Underwriters agree to purchase from the Company, at a purchase price of 99.75000% of the principal amount thereof, $65,000,000 aggregate principal amount of the Class C Notes, each Class C Underwriter to purchase the amounts shown on Schedule A hereto.

(d)            The parties hereto agree that settlement for all securities pursuant to this Agreement shall take place on the terms set forth herein and not as set forth in Rule 15c6-1(a) under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”).

3.              Delivery and Payment .  Delivery of and payment for the Offered Notes shall be made at the offices of Mayer, Brown, Rowe & Maw LLP, Chicago, Illinois, at 10:00 A.M., New York City time, on the “Closing Date” specified in the Indenture Supplement, which date and time may be postponed by agreement between the Representatives and the Company (such date and time being herein called the “ Closing Date ”).  Delivery of such Offered Notes shall be made to the Underwriters against payment by the Underwriters of the purchase price thereof to or upon

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the order of the Company by wire transfer in federal or other immediately available funds or by check payable in federal funds, as the Company shall specify no later than five full business days prior to such Closing Date.  Unless delivery is made through the facilities of The Depository Trust Company, the Offered Notes shall be registered in such names and in such authorized denominations as the Representatives may request not less than two full business days in advance of the Closing Date.

The Company agrees to notify the Representatives at least two business days before the Closing Date of the exact principal balance evidenced by the Offered Notes and to have such Offered Notes available for inspection in New York, New York, no later than 12:00 noon, New York City time on the business day prior to the Closing Date.

4.              Offering by the Underwriters .  (a) It is understood that each Underwriter proposes to offer the Offered Notes for sale to the public as set forth in the Prospectus.

(b)            Each Underwriter (severally and not jointly) represents and warrants that it has complied in all material respects, and agrees that it will comply in all material respects, with all applicable securities laws and regulations in each jurisdiction in which it purchases, offers, sells or delivers the Offered Notes or distributes the Prospectus.  Without limiting the foregoing, each Underwriter agrees that all offers, solicitations and sales of the Offered Notes made by it shall be made in compliance with all applicable laws and regulations.  Furthermore, such Underwriter shall comply with all applicable laws and regulations in connection with its use of Free Writing Prospectuses, including but not limited to Rules 164 and 433 of the Act.

5.              Agreements .  The Company agrees with each Underwriter that:

(a)            The Company will cause the Prospectus to be transmitted to the Commission for filing pursuant to Rule 424 under the Act by means reasonably calculated to result in filing with the Commission pursuant to such rule, and prior to the termination of the Note Offering, also will advise the Representatives of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or preventing the offer and sale of the Offered Notes.

(b)            If, at any time when a prospectus relating to the Offered Notes is required to be delivered under the Act, any event occurs as a result of which the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary at any time to amend or supplement the Prospectus to comply with the Act or the rules thereunder, the Company promptly will notify the Representatives of such event and prepare and file with the Commission, an amendment or supplement that will correct such statement or omission or an amendment which will effect such compliance.

(c)            The Company will furnish to the Representatives a copy of the related Registration Statement (including exhibits thereto) and, so long as delivery of a

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prospectus by the Underwriters or dealers may be required by the Act, as many copies of the Prospectus as the Underwriters may reasonably request.

(d)            The Company will furnish such information, execute such instruments and take such actions as may be reasonably requested by the Representatives to qualify the Offered Notes for sale under the laws of such jurisdictions as the Representatives may designate and to maintain such qualifications in effect so long as required for the initial distribution of the Offered Notes; provided, however, that the Company shall not be required to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to general or unlimited service of process in any jurisdiction in which it is not now so subject.

(e)            If the transactions contemplated by this Agreement are consummated, the Company will pay or cause to be paid all expenses incident to the performance of the obligations of the Company under this Agreement, and will reimburse the Underwriters for any reasonable expenses (excluding fees of the Underwriters’ counsel) reasonably incurred by it in connection with qualification of the Offered Notes for sale and determination of their eligibility for investment under the laws of such jurisdictions as the Representatives have reasonably requested pursuant to Section 5(d), for any fees charged by investment rating agencies for the rating of the Offered Notes, and for expenses incurred in distributing the Prospectus to the Underwriters; provided , however , that the Underwriters will reimburse the Company for $101,562.50 of expenses related to the issuance of the Offered Notes, payable on the Closing Date, subject to netting of any expenses of the Underwriters (as evidenced by an invoice delivered on the Closing Date) payable by the Company to the Underwriters pursuant to this sentence.  If the transactions contemplated by this Agreement are not consummated because any condition to the obligations of the Underwriters set forth in Section 6 is not satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or to comply with any provision hereof other than by reason of default by the Underwriters, the Company will reimburse the Underwriters upon demand for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by the Underwriters in connection with the proposed purchase, sale and offering of the Offered Notes.  Except as herein provided, the Underwriters shall be responsible for paying all costs and expenses incurred by them, including the fees and disbursements of their counsel, in connection with the purchase and sale of the Offered Notes.

(f)             The Company will file with the Commission any Underwriter Free Writing Prospectus delivered to it by the Underwriters for filing if such filing is required by Rule 433(d) of the Act.

6.              Conditions to the Obligations of the Underwriters .  The obligations of the Underwriters to purchase the Offered Notes shall be subject to the accuracy in all material respects of the representations and warranties on the part of the Company contained in this Agreement, to the accuracy of the statements of the Company made in any applicable officers’ certificates pursuant to the provisions hereof, to the performance by the Company of its

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