Item 1.01. Entry into Material Definitive Agreements.

Issuance of Series 2012-6 Notes

On August 29, 2012, GE Capital Credit Card Master Note Trust (the “Trust”) issued $1,000,000,000 of Series 2012-6 Class A Asset Backed Notes (the “Class A Notes”), $126,182,965 of Series 2012-6 Class B Asset Backed Notes (the “Class B Notes”) and $85,173,501 of Series 2012-6 Class C Asset Backed Notes (the “Class C Notes”), described in a Prospectus Supplement dated August 22, 2012 to a Prospectus dated August 21, 2012. 

Use of Proceeds – Series 2012-6 Notes

The public offering of the Class A Notes and the Class B Notes was made under the registration statement (the “Registration Statement”) on Form S-3 (File No. 333-181466 and File No. 333-181466-01) filed with the Securities and Exchange Commission on May 16, 2012 (as amended by pre-effective amendment no. 1 on July 16, 2012 and pre-effective amendment no. 2 on August 6, 2012) and declared effective on August 10, 2012.

The public offering of the Class A Notes and the Class B Notes terminated on August 29, 2012 upon the sale of all of the Class A Notes and the Class B Notes. An affiliate of the depositor purchased all of the Class C Notes.  The underwriters of the Class A Notes and Class B Notes were Merrill Lynch, Pierce, Fenner & Smith Incorporated, RBC Capital Markets, LLC, CRT Capital Group LLC, Natixis Securities Americas LLC and SG Americas Securities, LLC. No underwriting discount was paid to the underwriters with respect to the Class C Notes purchased by such affiliate.

During the period from the effective date of the Registration Statement through the current reporting period, the amount of expenses incurred in connection with the issuance and distribution of the Class A Notes and the Class B Notes with respect to underwriting commissions and discounts was $3,000,000 for the Class A Notes and $567,823 for the Class B Notes.  After deducting the underwriting commissions and discounts described in the preceding sentence, the net offering proceeds to the Issuer before expenses for the Class A Notes are $996,611,400 and the net offering proceeds to the Issuer before expenses for the Class B Notes are $125,585,300. Other expenses, including legal fees and other costs and expenses, are reasonably estimated to be $800,000 and net proceeds to the Issuer, after deduction of expenses, are reasonably estimated to be $1,121,396,700. With respect to the payment of these other expenses and costs, all direct or indirect payments were made to persons other than persons who are (a) directors or officers of the Issuer, or (b) owners of 10 percent or more of any class of securities of the Issuer.

The net proceeds to RFS Holding, L.L.C., after deducting the underwriting commissions and discounts, and expenses above, were used to purchase credit card receivables from GE Capital Retail Bank ( the “Bank”), an affiliate of RFS Holding, L.L.C., and to repay intercompany indebtedness owed by RFS Holding, L.L.C. to RFS Holding, Inc., another affiliate, which indebtedness was incurred primarily to finance prior purchases of credit card receivables from the Bank. Except as provided in the previous sentence, none of the proceeds were used for payments to (a) any directors or officers of the Issuer or (b) owners of 10 percent or more of any class of securities of the Issuer.

Item 9.01. Financial Statements and Exhibits.

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.