Exhibit
4.1


 


ISDA®

International Swaps and
Derivatives Association, Inc.


 


NOVATION AGREEMENT


 


dated as of September 1,
2010 among:


 


GE CAPITAL CREDIT CARD
MASTER NOTE TRUST (the “Remaining Party”),


THE ROYAL BANK OF SCOTLAND
N.V. (the “Transferor”) and


THE ROYAL BANK OF SCOTLAND
PLC (the “Transferee”).


 


The parent group of the Transferee has agreed,
pursuant to a separate agreement, to purchase the wholesale businesses of the
Transferor. The Transferor and the
Remaining Party have entered into one or more Transactions as identified in
Exhibit 1 (each an “Old Transaction”),
each evidenced by a Confirmation which, for the avoidance of doubt, shall
include, without limitation, any master confirmation agreement or long-form
confirmation which may or may not reference a master agreement (an “Old Confirmation”) subject to a 2002 ISDA Master Agreement
dated as of March 29, 2007  (the “Old Agreement”). Pursuant to the terms of this Novation
Agreement (the “Agreement”), the Remaining Party and the Transferee have entered
into a New Agreement (as defined below).


 


With effect from and including September 13,
2010 (the “Novation  Date”)
the Transferor wishes to transfer by novation to the Transferee, and the
Transferee wishes to accept the transfer by novation of, all the rights,
liabilities, duties and obligations of the Transferor under and in respect of
each Old Transaction, with the effect that the Remaining Party and the
Transferee enter into a new transaction (each a “New
Transaction”) between them having terms identical to those of each
Old Transaction, as more particularly described below.


 


The Remaining Party wishes to accept the
Transferee as its sole counterparty with respect to the New Transactions.


 


The Transferor and the Remaining Party wish to
have released and discharged, as a result and to the extent of the transfer
described above, their respective obligations under and in respect of the Old
Transactions.


 


Accordingly, the parties agree as follows: —


 


1.     Definitions.


 


Terms defined in the ISDA Master Agreement as
published in 2002 by the International Swaps and Derivatives Association, Inc.,
(the “2002 ISDA Master Agreement”) are used
herein as so defined, unless otherwise provided herein.


 


2.     Transfer, Release, Discharge and
Undertakings.


 


With effect from and including the Novation
Date and in consideration of the mutual representations, warranties and
covenants contained in this Novation Agreement and other good and valuable
consideration (the receipt and sufficiency of which are hereby acknowledged by
each of the parties):


 


(a)            the Remaining Party and the Transferor are each
released and discharged from further obligations to each other with respect to
each Old Transaction and their respective rights against each other thereunder
are cancelled, provided that such release and discharge shall not affect any
rights, liabilities or obligations of the Remaining Party or the Transferor
with respect to payments or other obligations due and payable or due to be
performed on or prior to the Novation Date, and all 


 


(Series 2007-2)


 

















 


such payments and obligations shall be paid or
performed by the Remaining Party or the Transferor in accordance with the terms
of the Old Transaction;


 


(b)             in respect of each New Transaction, the Remaining
Party and the Transferee each undertake liabilities and obligations towards the
other and acquire rights against each other identical in their terms to each
corresponding Old Transaction (and, for the avoidance of doubt, as if the
Transferee were the Transferor and with the Remaining Party remaining the
Remaining Party, save for any rights, liabilities or obligations of the
Remaining Party or the Transferor with respect to payments or other obligations
due and payable or due to be performed on or prior to the Novation Date);


 


(c)             each New Transaction shall be governed by and form
part of the New Agreement and the relevant Old Confirmation (which, in
conjunction and, as deemed modified to be consistent with this Novation
Agreement and as set out further in Section 2 of Exhibit 2, shall be deemed to
be a Confirmation between the Remaining Party and the Transferee);


 


(d)             any fees payable by any party in connection with the
transfer by Novation under this Agreement shall be confirmed separately between
such parties; and


 


(f)              in relation to the Novation of any Old Transaction, any mandatory or optional early termination or
other break clause (or any clause having an equivalent effect) specified in the
corresponding Old Confirmation shall continue in full force after the Novation
Date, and such mandatory or optional early termination or other break clause
shall not be affected or modified by the Novation.


 


3.     Creation of the New Agreement.


 


With respect to the Old
Agreement, a new contract, instrument or, as applicable, arrangement (the “New Agreement”) shall be deemed, with effect from and
including the date of the Remaining Party’s signature to this Agreement, to
have been entered into between the Transferee (taking the position in the New
Agreement as taken by the Transferor in the Old Agreement) and the Remaining
Party (taking the same position in the New Agreement as it took in the Old
Agreement) having identical terms to the Old Agreement, subject to the
amendments described in Exhibit 2 to this Agreement as if the Transferee and
the Remaining Party had entered into the New Agreement on the date of the
Remaining Party’s signature to this Agreement.


 


4.     Equivalent Credit Support.


 


The parties shall put into
place, or procure the putting into place of, Equivalent Credit Support on or
before the Novation Date.


 


“Equivalent Credit Support”
means, arrangements of an equivalent nature entered into or, as applicable,
issued or granted in respect of the New Agreement which governs the New
Transaction(s) corresponding to the relevant Old Transaction(s) (without
duplication), except for the changes that are necessary to reflect, or are a
natural consequence of, the fact that the Transferee is to be substituted for
the Transferor for all purposes, including any changes required to be made such
that:


 


(i)            the Transferee is the beneficiary; and


 


(ii)           the obligations of the Remaining Party which are
supported and are the subject of this Agreement are to be obligations owed to
the Transferee pursuant to this Agreement.


 


5.     Representations and Warranties.


 


(a)             On the date of this Novation Agreement and on each
Novation Date:


 


(i)            Each of the parties makes to each of the other parties
those representations and warranties set forth in Section 3(a) of the 2002 ISDA
Master Agreement with references in such Section to “this Agreement” or “any
Credit Support Document” being deemed references to this Novation Agreement
alone.


 


(Series 2007-2)


 

















 


(ii)           The Remaining Party and the Transferor each makes to
the other, and the Remaining Party and the Transferee each makes to the other,
the representation set forth in Section 3(b) of the 2002 ISDA Master Agreement,
in each case with respect to the Old Agreement or the New Agreement, as the
case may be, and taking into account the parties entering into and performing
their obligations under this Novation Agreement.


 


(iii)          Each of the Transferor and the Remaining Party
represents and warrants to each other and to the Transferee that:


 


(A)      it has made no prior transfer (whether by way of
security or otherwise) of the Old Agreement or any interest or obligation in or
under the Old Agreement or in respect of any Old Transaction; and


 


(B)       as of the Novation Date, all obligations of the
Transferor and the Remaining Party under each Old Transaction required to be
performed on or before the Novation Date have been fulfilled.


 


(b)             The Transferor makes no representation or warranty and
does not assume any responsibility with respect to the legality, validity,
effectiveness, adequacy or enforceability of any New Transaction or the New
Agreement or any documents relating thereto and assumes no responsibility for
the condition, financial or otherwise, of the Remaining Party, the Transferee
or any other person or for the performance and observance by the Remaining
Party, the Transferee or any other person of any of its obligations under any
New Transaction or the New Agreement or any document relating thereto and any
and all such conditions and warranties, whether express or implied by law or
otherwise, are hereby excluded.


 


6.     Counterparts.


 


This Novation Agreement (and each amendment,
modification and waiver in respect of it) may be executed and delivered in
counterparts (including by facsimile transmission), each of  which
will be deemed an original.


 


7.     Costs and Expenses.


 


The Transferee will pay all costs and expenses
of the Remaining Party.


 


8.     Amendments.


 


No amendment, modification or waiver in respect
of this Novation Agreement will be effective unless in writing (including a
writing evidenced by a facsimile transmission) and executed by each of the
parties or confirmed by an exchange of telexes or electronic messages on an
electronic messaging system.


 


9.     (a)            Governing
Law.


 


This Novation Agreement will be governed by and
construed in accordance with the laws of the State of New York without
reference to the conflict of laws provisions thereof.


 


(b)           Jurisdiction.


 


The terms of Section 13(b) of the 2002 ISDA
Master Agreement shall apply to this Novation Agreement with references in such
Section to “this Agreement” being deemed references to this Novation Agreement
alone.


 


10. 
Limitation of Liability of Trustee.


 


It is expressly understood and agreed by the
parties hereto that (a) this Novation Agreement is executed and delivered by
BNY Mellon Trust of Delaware, not individually or personally but solely as
Trustee of the Remaining Party, in the exercises 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 Remaining Party is made and 


 


(Series 2007-2)


 

















 


intended not as personal representations,
undertakings and agreements by BNY Mellon Trust of Delaware but is made and
intended for the purposes of binding only the Remaining Party, (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 Remaining Party or be liable for the breach or failure of any
obligation, representation, warranty or covenant made or undertaken by the
Remaining Party under this Novation Agreement or any other related documents.


 


(Series 2007-2)


 

















 


IN WITNESS WHEREOF the parties have executed
this Novation Agreement as of the date first written above, with effect from
and including the Novation Date.


 


 


GE CAPITAL CREDIT CARD MASTER NOTE TRUST


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


 


 


	
  /s/ Kristin Gullo

  	
   

  
	
  Name:

  	
  Kristin K. Gullo

  	
   

  
	
  Title:

  	
  Vice President

  	
   

  



 


 


THE ROYAL BANK OF SCOTLAND PLC


By RBS SECURITIES INC, as its agent


 


	
  /s/ Deborah Pfeifer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Name: Deborah
  Pfeifer

  	
   

  
	
  Title: Senior
  Vice President

  	
   

  



 


 


THE ROYAL BANK OF SCOTLAND N.V.


 


 


	
  /s/ Frederick P. Engler

  	
   

  	
  /s/ Aiden Harmston

  
	
  Name: Frederick P. Engler

  	
   

  	
  Name: Aiden Harmston

  
	
  Title: Senior Vice President 

  	
   

  	
  Title: Vice President 

  



 


(Series 2007-2)


 






 













 


EXHIBIT 1


 


	
  FULL
  NAME

  	
   

  	
  FCC_ID

  (RBS NV)

  	
   

  	
  FC_ID

  (RBS

  NV)

  	
   

  	
  ORIGIN_NB

  (RBS NV)

  	
   

  	
  GDS

  Reference

  (RBS 

  PLC)

  	
   

  	
  TYPOLOGY

  	
   

  	
  TRADE_

  DATE

  	
   

  	
  EFFECTIVE_

  DATE

  	
   

  	
  Termination Date

  	
   

  	
  Notional

  Currency

  	
   

  	
  Original

  Notional

  Amount

  	
   

  
	
  GE CAPITAL CREDIT CARD MASTER NOTE TRUST

  	
   

  	
  11534036

  	
   

  	
  5659974

  	
   

  	
  5659974

  	
   

  	
  5659974

  	
   

  	
  IRS

  	
   

  	
  3/27/2007

  	
   

  	
  3/29/2007

  	
   

  	
  3/15/2012

  	
   

  	
  USD

  	
   

  	
                69,680,000.00

  	
   

  
	
  GE CAPITAL CREDIT CARD MASTER NOTE TRUST

  	
   

  	
  11534026

  	
   

  	
  5659971

  	
   

  	
  5659971

  	
   

  	
  5659971

  	
   

  	
  IRS

  	
   

  	
  3/27/2007

  	
   

  	
  3/29/2007

  	
   

  	
  3/15/2012

  	
   

  	
  USD

  	
   

  	
                99,160,000.00

  	
   

  
	
  GE CAPITAL CREDIT CARD MASTER NOTE TRUST

  	
   

  	
  11534014

  	
   

  	
  5659970

  	
   

  	
  5659970

  	
   

  	
  5659970

  	
   

  	
  IRS

  	
   

  	
  3/27/2007

  	
   

  	
  3/29/2007

  	
   

  	
  3/15/2012

  	
   

  	
  USD

  	
   

  	
               871,000,000.00

  	
   

  



 






 












 


EXHIBIT 2


 


AMENDMENTS TO THE NEW
AGREEMENT AND THE CONFIRMATIONS


 


1.             MASTER AGREEMENT


 


The parties agree that the New Agreement shall
be deemed to be entered into between the Remaining Party and the Transferee,
pursuant to Section 3 of this Agreement, on identical terms as the Old
Agreement, subject to the following amendments:


 


(a)           Notices


 


Notices or communications to the Transferee
(other than notices with respect to an event of default, termination event or
designation of an early termination date (howsoever described)) to be sent to
the address listed in the Confirmation provided by the Transferee or if prior
to this Confirmation being received, to:-


 


	
  Address:

  	
  c/o RBS Global Banking & Markets, 280
  Bishopsgate, London, EC2M 4RB

  
	
  Attention:

  	
  Swaps Administration

  
	
  Fax:

  	
  020 7085 5050

  
	
  Telephone:

  	
  020 7085 5000

  



 


Address for notices or communications to the
Transferee for notices with respect to an event of default, termination event
or designation of an early termination date (howsoever described):-


 


	
  Address:

  	
  c/o RBS Global Banking & Markets, 135
  Bishopsgate, London, EC2M 3UR

  
	
  Attention:

  	
  Head of Legal, Global Banking & Markets

  
	
  Fax:

  	
  020 7085 8411

  
	
   

  	
   

  
	
  With a copy to:

  
	
   

  
	
  Address:

  	
  600 Washington Boulevard, Stamford CT 06901

  
	
  Attention:

  	
  Legal Department — Derivatives Documentation

  
	
  Telephone:

  	
  203 897 2531/2560

  
	
  Fax:

  	
  203 873 4606

  



 


(b)           Process
Agent


 


No process agent shall be appointed with
respect to the Transferee.


 


(c)           Other
General Amendments


 


All references (if any) to the name of the
Transferor throughout the Old Agreement shall instead be deemed to be to THE
ROYAL BANK OF SCOTLAND PLC.


 


(d)           Payee Tax Representations


 


In respect of the
New Agreement, the parties agree that the Transferee shall replace any
representations for the purposes of Part 2(b) (Payee Representations) of the
Schedule with the following in the New Agreement:


 


(a) It is a tax
resident of the United Kingdom.


 


(b) It is a “foreign
person” within the meaning of the applicable U.S. Treasury Regulations
concerning information reporting and backup withholding tax (as in effect on
January 1, 2001), unless Party A provides written notice to Party B that it is
no longer a foreign person.


 


(Series
2007-2)


 

















 


(c) In respect of
each Transaction it enters into through an office or discretionary agent in the
United States or which otherwise is allocated (in whole or part) for United
States federal income tax purposes to such United States trade or business,
each payment received or to be received by it under such Transaction (or
portion thereof, if applicable) will be effectively connected with its conduct
of a trade or business in the United States; and,


 


(d) In respect of
all other Transactions or portions thereof, other than as described in clause
(c) above, no such payment received or to be received by it in connection with
this Agreement is attributable to a trade or business carried on by it through
a permanent establishment in the United States and it is fully eligible for the
benefits of the “Business Profits” or “Industrial and Commercial Profits” provision,
as the case may be, the “Interest” provision or the “Other Income” provision
(if any) of the applicable Specified Treaty with respect to any payment
described in such provisions and received by it in connection with this
Agreement.  For purposes of Payee Tax
Representation (d), “Specified Treaty” means the Income Tax Treaty between the
United Kingdom and the United States of America.


 


2.             AMENDMENTS TO THE CONFIRMATIONS


 


With effect from and including the applicable
Novation Date, any references throughout the Old Confirmations to:


 


(i)        the Transferor’s name shall instead be deemed to be to
a reference to THE ROYAL BANK OF SCOTLAND PLC;


 


(ii)       the Transferor acting through any particular branch or
office shall be deemed to be a reference to the Transferee acting through its
London branch;


 


(iii)      details which are personal to the Transferor (such as
company registration numbers, the jurisdiction of its incorporation, notice
details and account details for payments) shall be deemed to be deleted and replaced
with the following (where applicable):


 


	
  (A)

  	
   

  	
  THE ROYAL BANK OF SCOTLAND PLC, incorporated
  as a public limited company under the laws of Scotland

  
	
  (B)

  	
   

  	
  Registered Office:

  	
  36 St Andrew Square, Edinburgh EH2 2YB,
  Scotland

  
	
  (C)

  	
   

  	
  Registered number:

  	
  90312

  
	
  (D)

  	
   

  	
  Notice Details:

  	
  With respect to a given Transaction as set
  out in the New Agreement

  
	
  (E)

  	
   

  	
  Account Details:

  	
  As specified in the Transferee’s Standard
  Settlement Instructions, which will be notified to the Remaining Party
  separately; and

  



 


(iv)      the Old Agreement shall be deemed to be a reference to
the New Agreement.


 


(Series
2007-2)