EXHIBIT 10.25
EXECUTION COPY
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NORDSTROM PRIVATE LABEL CREDIT CARD MASTER NOTE TRUST,
as Issuer
and
XXXXX FARGO BANK MINNESOTA, NATIONAL ASSOCIATION,
as Indenture Trustee
SERIES 2001-2 INDENTURE SUPPLEMENT
Dated as of December 4, 2001
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TABLE OF CONTENTS
ARTICLE ONE DEFINITIONS..................................................................................................1
Section 1.01. Definitions..........................................................................................1
Section 1.02. Other Definitional Provisions.......................................................................11
ARTICLE TWO Creation of the Series 2001-2 Notes.........................................................................13
Section 2.01. Designation.........................................................................................13
ARTICLE THREE Servicing Fee.............................................................................................14
Section 3.01. Servicing Compensation..............................................................................14
ARTICLE FOUR Rights of Series 2001-2 Noteholders and Allocation and Application of Collections..........................15
Section 4.01. Collections and Allocations.........................................................................15
Section 4.02. Determination of Monthly Interest...................................................................17
Section 4.03. Suspension of the Revolving Period; Partial Amortization Period.....................................18
Section 4.04. [RESERVED]..........................................................................................18
Section 4.05. Application of Available Finance Charge Collections and Available Principal Collections.............19
Section 4.06. Investor Charge-Offs................................................................................20
Section 4.07. Reallocated Principal Collections...................................................................21
Section 4.08. Excess Finance Charge Collections...................................................................21
Section 4.09. Shared Principal Collections........................................................................21
Section 4.10. Principal Balance Increases.........................................................................21
ARTICLE FIVE Delivery of Series 2001-2 Notes; Distributions; Reports to Series 2001-2 Noteholders.......................23
Section 5.01. Delivery and Payment for the Series 2001-2 Notes....................................................23
Section 5.02. Distributions.......................................................................................23
Section 5.03. Reports and Statements to Series 2001-2 Noteholders.................................................23
ARTICLE SIX Series 2001-2 PAY OUT Events................................................................................25
Section 6.01. Series 2001-2 Pay Out Events........................................................................25
ARTICLE SEVEN Redemption of Series 2001-2 Notes; Final Distributions; Series Termination................................27
Section 7.01. Optional Redemption of Series 2001-2 Notes; Final Distributions.....................................27
Section 7.02. Series Termination..................................................................................28
ARTICLE EIGHT Miscellaneous Provisions..................................................................................29
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Section 8.01. Ratification of Indenture...........................................................................29
Section 8.02. Counterparts........................................................................................29
Section 8.03. Governing Law.......................................................................................29
Section 8.04. Limitation of Liability.............................................................................29
Section 8.05. Private Placement of Series 2001-2 Notes; Form of Delivery of Series 2001-2 Notes...................29
Section 8.06. Successors and Assigns..............................................................................30
Section 8.07. Amendments..........................................................................................30
Section 8.08. Tax Matters.........................................................................................30
EXHIBITS
EXHIBIT A-1 FORM OF CLASS A NOTE
EXHIBIT A-2 FORM OF CLASS B NOTE
EXHIBIT B FORM OF MONTHLY SERVICER REPORT
EXHIBIT C FORM OF INVESTMENT LETTER
EXHIBIT D FORM OF PRINCIPAL BALANCE INCREASE REQUEST
EXHIBIT E FORM OF PRINCIPAL BALANCE INCREASE CONFIRMATION
ii
INDENTURE SUPPLEMENT, dated as of December 4, 2001 is between Nordstrom
Private Label Credit Card Master Note Trust, a business trust organized and
existing under the laws of the State of Delaware (herein, the "Issuer" or the
"Trust"), and Xxxxx Fargo Bank Minnesota, National Association, a national
banking association, not in its individual capacity, but solely as indenture
trustee (herein, together with its successors in the trusts thereunder as
provided in the Master Indenture referred to below, the "Indenture Trustee")
under the Master Indenture, dated as of October 1, 2001 (the "Indenture")
between the Issuer and the Indenture Trustee.
ARTICLE ONE
DEFINITIONS
Section 1.01. Definitions. Whenever used in this Indenture Supplement,
the following words and phrases shall have the following meanings:
"Additional Interest" means, with respect to any Distribution Date,
Class A Additional Interest and Class B Additional Interest for such
Distribution Date.
"Agent" means the Class A Agent or the Class B Agent, as applicable,
and "Agents" means the Class A Agent and the Class B Agent.
"Agreement" means the Indenture as supplemented by this Indenture
Supplement.
"Amortization Period" means, with respect to Series 2001-2, as the
context requires, the Scheduled Amortization Period, the Early
Amortization Period or any Partial Amortization Period.
"Available Finance Charge Collections" means, with respect to any
Monthly Period, an amount equal to the sum of (i) the Investor Finance Charge
Collections, plus (ii) the Excess Finance Charge Collections allocated to Series
2001-2, if any, with respect to the related Distribution Date.
"Available Principal Collections" means, with respect to any Monthly
Period, an amount equal to (i) Investor Principal Collections minus (ii) the
amount of Reallocated Principal Collections which pursuant to Section 4.07 are
required to be applied on the related Distribution Date, plus (iii) any Shared
Principal Collections that are allocated to Series 2001-2 in accordance with
Section 8.05 of the Indenture and Section 4.09 hereof, plus (iv) the aggregate
amount to be treated as Available Principal Collections pursuant to Section
4.05(a)(iii) and (iv) for the related Distribution Date.
"Average Invested Amount" means, for any period, the sum of the
Invested Amounts for each day in such period divided by the number of days in
such period.
"Base Rate" means, with respect to any Monthly Period, the sum of (i)
the Servicing Fee Rate and (ii) the weighted average of the Class A Note Rate.
"Class" means the Class A Notes or Class B Notes, as applicable.
"Class A Additional Amounts" has the meaning specified in the Class A
Note Purchase Agreement.
"Class A Additional Interest" means, with respect to any Distribution
Date, an amount equal to the product of (i) a fraction, the numerator of which
is 30, or in the case of the first Due Period, the actual number of days in the
Due Period, and the denominator of which is 360, (ii) the Class A Note Rate in
effect with respect to the related Due Period and (iii) the Class A Interest
Shortfall for the preceding Distribution Date. Notwithstanding anything to the
contrary herein, Class A Additional Interest shall be payable or distributed to
the Class A Noteholders only to the extent permitted by applicable law.
"Class A Agent" means the Person from time to time acting as Agent
for the Class A Noteholders under the Class A Note Purchase Agreement.
"Class A Interest Shortfall" means, with respect to any Distribution
Date, the excess, if any, as determined by the Servicer, of (x) the amount
described in Section 4.05(a)(ii) over (y) the sum of (A) the aggregate amount of
Available Finance Charge Collections allocated and paid for such amounts on such
Distribution Date and (B) the Class A Reallocated Principal Amount applied to
fund a deficiency in the amount distributed pursuant to Section 4.05(a)(ii) on
such Distribution Date.
"Class A Monthly Interest" has the meaning specified in the Class A
Note Purchase Agreement.
"Class A Note" means any one of the Series 2001-2 Floating Rate Asset
Backed Variable Funding Notes executed by the Issuer and authenticated by or on
behalf of the Indenture Trustee, substantially in the form of Exhibit A-1.
"Class A Note Initial Principal Balance" means $0.
"Class A Note Rate" has the meaning specified in the Class A Note
Purchase Agreement.
"Class A Note Maximum Principal Balance" means $200,000,000, as such
amount may be increased or decreased from time to time in accordance with the
Class A Note Purchase Agreement.
"Class A Note Principal Balance" means, on any date of determination,
an amount equal to (i) the Class A Note Initial Principal Balance, plus (b) the
aggregate amount of Principal Balance Increases allocated to the Class A Notes
in accordance with Section 4.10(b) made on or prior to such date, minus (c) the
aggregate amount of principal payments made to the Class A Noteholders on or
prior to such date.
"Class A Note Purchase Agreement" means the Note Purchase Agreement,
dated as of December 4, 2001, among the Transferor, the Servicer, the Conduit
Purchaser, the Class A
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Agent and the Committed Purchaser, as the same may be amended, restated,
supplemented or otherwise modified from time to time.
"Class A Noteholder" means the Person in whose name a Class A Note is
registered in the Note Register.
"Class A Reallocated Principal Amount" means the lesser of: (i) the
excess of the amounts described in Sections 4.05(a)(i) and (ii) over the amount
actually distributed pursuant to such Sections and (ii) the greater of (a) the
Class B Note Principal Balance for the related Distribution Date minus the
amount of unreimbursed Investor Charge-Offs (after giving effect to Investor
Charge-Offs for the related Monthly Period) and unreimbursed Reallocated
Principal Collections (as of the preceding Distribution Date) and (b) zero.
"Class B Additional Interest" means, with respect to any Distribution
Date, an amount equal to the product of (i) a fraction, the numerator of which
is 30, or in the case of the first Interest Period, the actual number of days in
the Interest Period, and the denominator of which is 360, (ii) the Class B Note
Interest Rate then in effect with respect to the related Interest Period and
(iii) the Class B Interest Shortfall for the preceding Distribution Date.
Notwithstanding anything to the contrary herein, Class B Additional Interest
shall be payable or distributed to the Class B Noteholders only to the extent
permitted by applicable law.
"Class B Agent" means the Transferor.
"Class B Interest Shortfall" means, with respect to any Distribution
Date, the excess, if any, as determined by the Servicer, of (i) the amount
described in Section 4.05(a)(vii) over (ii) the sum of (A) the aggregate amount
of Available Finance Charge Collections allocated and paid for such amounts on
such Distribution Date and (B) the Reallocated Principal Amount applied to fund
a deficiency in the amount distributed pursuant to Section 4.05(a)(vii) on such
Distribution Date.
"Class B Maximum Principal Balance" means $27,300,000, as such amount
may be increased or decreased pursuant to the Agreement.
"Class B Monthly Interest" means the amount of monthly interest
distributable from the Collection Account with respect to the Class B Notes on
any Distribution Date and which shall be an amount equal to the product of (i) a
fraction, the numerator of which is 30, or in the case of the first Interest
Period, the actual number of days in such Interest Period, and the denominator
of which is 360, (ii) the Class B Note Interest Rate then in effect with respect
to the related Interest Period and (iii) the Class B Note Principal Balance as
of the close of business on the last day of the preceding Monthly Period (or,
with respect to the initial Distribution Date, the Class B Note Initial
Principal Balance).
"Class B Note" means any one of the Series 2001-2 Floating Rate Asset
Backed Variable Funding Notes executed by the Issuer and authenticated by or on
behalf of the Indenture Trustee, substantially in the form of Exhibit A-2.
"Class B Note Initial Principal Balance" means $0.
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"Class B Note Interest Rate" means a per annum rate equal to (a) the
applicable British Bankers' Association Interest Settlement Rate for deposits in
U.S. dollars appearing on Reuters Screen FRBD as of 11:00 a.m. (London time) two
Business Days prior to the first day of the relevant Interest Period, and having
a maturity equal to such Interest Period, provided that, (i) if Reuters Screen
FRBD is not available to the Agent for any reason, the applicable LIBOR for the
relevant Interest Period shall instead be the applicable British Bankers'
Association Interest Settlement Rate for deposits in U.S. dollars as reported by
any other generally recognized financial information service as of 11:00 a.m.
(London time) two Business Days prior to the first day of such Interest Period,
and having a maturity equal to such Interest Period, and (ii) if no such British
Bankers' Association Interest Settlement Rate is available to the Agent, the
applicable LIBOR for the relevant Interest Period shall instead be the rate
determined by the Agent to be the rate at which Bank One offers to place
deposits in U.S. dollars with first-class banks in the London interbank market
at approximately 11:00 a.m. (London time) two Business Days prior to the first
day of such Interest Period, in the approximate amount to be funded at LIBOR and
having a maturity equal to such Interest Period, divided by (b) one minus the
maximum aggregate reserve requirement (including all basic, supplemental,
marginal or other reserves) which is imposed against the Agent in respect of
Eurocurrency liabilities, as defined in Regulation D of the Board of Governors
of the Federal Reserve System as in effect from time to time (expressed as a
decimal), applicable to such Interest Period plus (b) 0.50%.
"Class B Note Principal Balance" means, on any date of determination,
an amount equal to (i) the Class B Note Initial Principal Balance, plus (b) the
aggregate amount of Principal Balance Increases allocated to the Class B Notes
in accordance with Section 4.10(b) made on or prior to such date, minus (c) the
aggregate amount of principal payments made to the Class B Noteholders on or
prior to such date.
"Class B Noteholder" means the Person in whose name a Class B Note is
registered in the Note Register.
"Class B Succession Date" means the later to occur of (a) the
Scheduled Amortization Date and (b) the reduction of the Class A
Principal Balance to zero.
"Closing Date" has the meaning specified in the Class A Note Purchase
Agreement.
"Committed Purchaser" has the meaning specified in the Class A Note
Purchase Agreement.
"Conduit Purchaser" has the meaning specified in the Class A Note
Purchase Agreement.
"Defaulted Amount" means, with respect to a Distribution Date, the
total amount of Defaulted Receivables for the related Monthly Period.
"Determination Date" means the second Business Day preceding the
Distribution Date.
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"Dilution Amount" means the amount of the required reduction in the
amount of Principal Receivables used in the calculation of the Transferor
Interest described in the first two sentences of Section 3.09 of the Transfer
and Servicing Agreement.
"Distribution Date" means January 15, 2002 and the fifteenth (15th)
day of each calendar month thereafter, or if such fifteenth day is not a
Business Day, the next succeeding Business Day.
"Due Period" has the meaning set forth in the Class A Note Purchase
Agreement.
"Early Amortization Period" means the period commencing on the
Business Day on which a Series 2001-2 Pay Out Event is deemed to have occurred,
and ending on the first to occur of (i) the payment in full of the Note
Principal Balance and (ii) the Series 2001-2 Final Maturity Date.
"Finance Charge Shortfall" means, with respect to any Distribution
Date and the related Monthly Period, an amount equal to the excess, if any, of
(i) the full amount required to be paid, without duplication, pursuant to
Section 4.05(a)(i) through (ix) on such Distribution Date over (ii) the Investor
Finance Charge Collections.
"Fixed Investor Percentage" means, with respect to any Reset Date,
the percentage equivalent (which percentage shall never exceed 100%) of a
fraction, (i) the numerator of which is the Invested Amount as of the close of
business on the last day of the Revolving Period and (ii) the denominator is
equal to the greater of (x) the total amount of Principal Receivables in the
Trust as of the close of business on the Reset Date and (y) the sum of the
numerators used to calculate the investor percentages for allocations with
respect to Principal Receivables for all Series outstanding as of such Reset
Date; provided, however, that if, after the commencement of the Early
Amortization Period, a Pay Out Event occurs with respect to another Series that
was designated in the Indenture Supplement therefor as a Series that is a
"Paired Series" with respect to Series 2001-2, the Transferor may, by written
notice delivered to the Indenture Trustee and the Servicer, designate a
different numerator for the foregoing fraction, provided that (A) such numerator
is not less than the Invested Amount as of the last day of the revolving period
for such Paired Series and (B) such action shall be taken only upon satisfaction
of the Rating Agency Condition and (C) the Transferor shall have delivered to
the Indenture Trustee an Officer's Certificate to the effect that, based on the
facts known to such officer at that time, in the reasonable belief of the
Transferor, such designation will not cause a Pay Out Event or an event that,
after the giving of notice or the lapse of time, would constitute a Pay Out
Event, to occur with respect to Series 2001-2.
"Floating Investor Percentage" means, with respect to any Reset Date,
the percentage equivalent (which percentage shall never exceed 100%) of a
fraction, (i) the numerator of which is equal to the Invested Amount as of the
close of business on the last day of the preceding Monthly Period (or with
respect to the first Monthly Period, the Initial Invested Amount) and (ii) the
denominator of which is the greater of (a) the total amount of Principal
Receivables in the Trust as of the close of business on such Reset Date (or,
with respect to allocations of Uncovered Dilution Amounts, zero) and (b) the sum
of the numerators used to
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calculate the investor percentages for allocations with respect to Finance
Charge Receivables, Defaulted Amounts, Uncovered Dilution Amounts or Principal
Receivables, as applicable, for all Series outstanding as of the date as to
which such determination is being made.
"Group One" means Series 2001-2 and each other Series specified in
the related Indenture Supplement to be included in Group One.
"Increase Amount" has the meaning specified in Section 4.10(a).
"Increase Conditions" means, with respect to any requested Principal
Balance Increase hereunder, all of the following:
(a) the request with respect to such Principal Balance Increase shall
have been delivered to the Indenture Trustee, each Agent and the Servicer by the
time, and shall otherwise conform to the requirements, specified in Section
4.10(a) of this Indenture Supplement;
(b) after giving effect to such Principal Balance Increase, (i) the
Class A Principal Balance shall not exceed the Class A Maximum Principal
Balance, and (ii) the Class B Principal Balance shall not exceed the Class B
Maximum Principal Balance;
(c) no Pay Out Event or event that, after the giving of notice or the
lapse of time, would constitute a Pay Out Event, has occurred and is continuing
or would result from such Principal Balance Increase;
(d) the Scheduled Amortization Period shall not have commenced as of
such Increase Date;
(e) all of the representations and warranties of the Transferor and
the Servicer set forth in the Series Documents and the Class A Note Purchase
Agreement, and all of the representations and warranties of the Transferor and
the Owner Trustee under the Trust Agreement, shall be true and correct as though
made on and as of such Increase Date (except that representations and warranties
set forth in Sections 2.04(a)(ii), (vi), (vii) and (viii) of the Transfer and
Servicing Agreement shall be deemed to be made only as of the applicable date
specified in such sections);
(f) after giving effect to such Principal Balance Increase, (i) the
Transferor Interest shall be equal to or greater than the Required Transferor
Interest on such date, and (ii) the Subordination Percentage shall be equal to
or greater than the Required Subordination Percentage; and
(g) after giving effect to such Principal Balance Increase, the total
amount of Principal Receivables including the then outstanding principal amount
of any Participation Interests theretofore conveyed to the Trust shall be equal
to or greater than the Required Minimum Principal Balance on such date.
"Increase Date" has the meaning specified in Section 4.10(a).
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"Initial Invested Amount" and "Initial Principal Balance" means $0.
"Interest Period" means, with respect to the Class B Notes for any
Distribution Date, the period from and including the 15th day of the month of
the preceding Distribution Date (or, in the case of the first Distribution Date,
from and including the Closing Date) to but excluding the 15th day of the month
of the current Distribution Date.
"Invested Amount" means, as of any date of determination, an amount
equal to the initial principal amount of the Series 2001-2 Notes, plus the
aggregate principal amount of Principal Balance Increases pursuant to Section
4.10 on or prior to such date, minus the sum of (i) the amount of principal
previously paid to the Series 2001-2 Noteholders and (ii) the excess, if any, of
the aggregate amount of Investor Charge-Offs and Reallocated Principal
Collections over the reimbursements of such amounts pursuant to Section
4.05(a)(iv) prior to such date.
"Investment Letter" means an Investment Letter substantially in the
form of Exhibit C executed by a Series 2001-2 Noteholder.
"Investor Charge-Offs" has the meaning specified in Section 4.06.
"Investor Default Amount" means, with respect to any Distribution
Date, an amount equal to the product of (a) the Defaulted Amount for the related
Monthly Period and (b) the Floating Investor Percentage.
"Investor Finance Charge Collections" means, with respect to any
Monthly Period, an amount equal to the Investor Percentage for such Monthly
Period of Collections of Finance Charge Receivables (including Recoveries
treated as Collections of Finance Charge Receivables) deposited in the
Collection Account for such Monthly Period treated as Investor Finance Charge
Collections pursuant to Section 4.01(c).
"Investor Percentage" means, for any Monthly Period, with respect to
(i) Finance Charge Receivables and Defaulted Amounts at any time and Principal
Receivables during the Revolving Period, the weighted average Floating Investor
Percentage for such Monthly Period and (ii) Principal Receivables during an
Amortization Period, the weighted average Fixed Investor Percentage for such
Monthly Period.
"Investor Principal Collections" means, with respect to any Monthly
Period, the aggregate amount retained in the Collection Account for Series
2001-2 pursuant to Section 4.01(c)(ii) for such Monthly Period.
"Investor Uncovered Dilution Amount" means, with respect to any
Monthly Period, an amount equal to the product of the weighted average Floating
Investor Percentage for such Monthly Period and the Uncovered Dilution Amount.
"Maximum Invested Amount" means, with respect to Series 2001-2,
$227,300,000, or such other amount that the Transferor and the Agents may agree
to in writing from time to time.
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"Monthly Interest" means, with respect to any Distribution Date, the
sum of the Class A Monthly Interest and the Class B Monthly Interest.
"Monthly Period" has the meaning set forth in the Indenture;
provided, however, that the initial Monthly Period will commence on the Closing
Date and end on the last day of the calendar month preceding the first
Distribution Date.
"Monthly Principal Reallocation Amount" means, with respect to any
Monthly Period, an amount equal to the sum of Class A Reallocated Principal
Amount.
"Monthly Servicer Report" has the meaning specified in Section 5.03.
"Monthly Servicing Fee" means, with respect to any Distribution Date,
an amount equal to one-twelfth of the product of (i) the Servicing Fee Rate and
(ii) (a) the Invested Amount as of the last day of the Monthly Period preceding
such Distribution Date minus (b) the product of the amount, if any, on deposit
in the Special Funding Account as of the last day of the Monthly Period
preceding such Distribution Date and the Floating Investor Percentage with
respect to such Monthly Period.
"Note Assignment" has the meaning specified in Section 8.07(e).
"Note Principal Balance" means, on any date of determination, an
amount equal to the sum of the Class A Note Principal Balance and the Class B
Note Principal Balance.
"Optional Redemption Date" has the meaning specified in Section
4.03(b).
"Optional Redemption Notice" has the meaning specified in Section
4.03(b).
"Partial Amortization Amount" has the meaning specified in Section
4.03(a).
"Partial Amortization Period" means, unless the Scheduled
Amortization Period or the Early Amortization Period shall have commenced prior
thereto, a period beginning on the first day of the Monthly Period specified in
the notice delivered by the Issuer in accordance with Section 4.03, and ending
upon the first to occur of (i) the commencement of the Scheduled Amortization
Period or the Early Amortization Period and (ii) the last day of the Monthly
Period related to the Distribution Date on which the applicable Partial
Amortization Amount shall have been paid in full.
"Partial Participant" has the meaning specified in Section 8.07(f).
"Participant" has the meaning specified in Section 8.07(f).
"Pay Out Event" means, with respect to Series 2001-2, a Trust
Redemption Event or a Series 2001-2 Pay Out Event.
"Percentage Allocation" has the meaning set forth in Section
4.01(c)(ii)(B).
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"Portfolio Adjusted Yield" means, with respect to any Monthly Period,
the Portfolio Yield with respect to such Monthly Period minus the Base Rate with
respect to such Monthly Period.
"Portfolio Yield" means, with respect to any Monthly Period, the
annualized percentage equivalent of a fraction, (i) the numerator of which is
equal to the Investor Finance Charge Collections with respect to such Monthly
Period, such sum to be calculated on a cash basis after subtracting the Investor
Default Amount and the Investor Uncovered Dilution Amount for such Monthly
Period, and (ii) the denominator of which is the Note Principal Balance as of
the first day of such Monthly Period; provided, however, that Excess Finance
Charge Collections that are allocated to Series 2001-2 with respect to such
Monthly Period may be added to the numerator if the Transferor shall have
provided ten Business Days prior written notice of such action to each Rating
Agency and the Rating Agency Condition shall have been satisfied.
"Principal Balance Increase" has the meaning specified in Section
4.10(a).
"Principal Balance Increase Confirmation" has the meaning specified
in Section 4.10(a).
"Principal Balance Increase Request" has the meaning specified in
Section 4.10(a).
"Purchaser" has the meaning specified in the Class A Note Purchase
Agreement.
"Reallocated Principal Collections" means, with respect to any
Distribution Date, Investor Principal Collections applied in accordance with
Section 4.07 in an amount not to exceed the Monthly Principal Reallocation for
the related Monthly Period.
"Reassignment Amount" means, with respect to any Distribution Date,
after giving effect to any deposits and distributions otherwise to be made on
such Distribution Date, the sum of (i) the Note Principal Balance on such
Distribution Date (or the applicable portion thereof in the case of any partial
redemption pursuant to Section 4.03(b)), plus (ii) Monthly Interest for such
Distribution Date and any Monthly Interest previously due but not distributed to
the Series 2001-2 Noteholders (or the applicable portion thereof in the case of
any partial redemption pursuant to Section 4.03(b)), plus (iii) the amount of
Additional Interest, if any, for such Distribution Date and any Additional
Interest previously due but not distributed to the Series 2001-2 Noteholders on
a prior Distribution Date (or the applicable portion thereof in the case of any
partial redemption pursuant to Section 4.03(b)), plus (iv) any other amounts due
and unpaid on such Distribution Date under the Class A Note Purchase Agreement,
including, without limitation, Broken Funding Costs (if any).
"Required Subordination Percentage" means 12%.
"Required Transferor Interest" means 8%.
"Requisite Agent" means the Class A Agent at all times prior to the
Class B Succession Date, and the Class B Agent thereafter.
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"Reset Date" means each of (a) an Addition Date, (b) a Removal Date,
(c) an Optional Redemption Date, (d) a date on which a Principal Balance
Increase occurs and (e) the date on which all or any portion of a Partial
Amortization Amount is paid.
"Revolving Period" means the period beginning at the close of
business on the Closing Date and ending on the earlier of (a) the close of
business on the day immediately preceding the day the Scheduled Amortization
Period commences, and (b) the close of business on the day immediately preceding
the day the Early Amortization Period commences; provided, however, that the
Revolving Period shall be temporarily suspended for the duration of any Partial
Amortization Period.
"Scheduled Amortization Date" means the earlier of (a) the "Purchase
Expiration Date" (as defined in the Class A Note Purchase Agreement) and (b) the
close of business on the date that is thirty (30) days after the date on which
the Indenture Trustee received notice from the Issuer of the Issuer's decision
to terminate the Revolving Period.
"Scheduled Amortization Period" means, unless a Pay Out Event with
respect to Series 2001-2 shall have occurred prior thereto, the period
commencing on the Scheduled Amortization Date and ending upon the first to occur
of (x) the commencement of the Early Amortization Period, (y) the payment in
full of the Note Principal Balance and (z) the Series 2001-2 Final Maturity
Date.
"Series 2001-2" means the Series of Notes the terms of which are
specified in this Indenture Supplement.
"Series 2001-2 Final Maturity Date" means the Distribution Date
occurring in the forty second calendar month following the earlier to occur of
(x) the commencement of the Scheduled Amortization Period and (y) the
commencement of the Early Amortization Period.
"Series 2001-2 Note" means a Class A Note or a Class B Note.
"Series 2001-2 Noteholder" means a Class A Noteholder or a Class B
Noteholder.
"Series 2001-2 Pay Out Event" has the meaning specified in Section
6.01.
"Series 2001-2 Principal Shortfall" has the meaning specified in
Section 4.09.
"Series Documents" has the meaning specified in of the Class A Note
Purchase Agreement.
"Servicing Fee Rate" means 2% per annum.
"Subordination Percentage" means, as of any date of determination, a
fraction (expressed as a percentage) (i) the numerator of which is equal to
Class B Note Principal Balance at such time, minus the excess, if any, of the
aggregate amount of Investor Charge-Offs and Reallocated Principal Collections
for all prior Distribution Dates over Investor Charge-Offs and
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Reallocated Principal Collections reimbursed pursuant to Section 4.05(a)(iv),
and (ii) the denominator of which is equal to the Note Principal Balance at such
time.
"Successor Servicer" has the meaning set forth in the Transfer and
Servicing Agreement.
"Transferor Certificate" has the meaning set forth in the Trust
Agreement.
"Transition Expenses" means any documented expenses and costs
reasonably incurred by the Successor Servicer in connection with the transition
of servicing duties under the Transaction Documents to the Successor Servicer.
The aggregate amount of Transition Expenses shall not exceed $100,000.
"Uncovered Dilution Amount" means, with respect to any Monthly
Period, the excess Dilution Amount for such Monthly Period over the sum of (i)
any amount deposited into the Special Funding Account by the Transferor pursuant
to Section 3.09 of the Transfer and Servicing Agreement to cover the Dilution
Amount, (ii) the amount, if any, of Principal Receivables transferred to the
Trust by the Transferor to cover the Dilution Amount and (iii) the amount by
which the Transferor Interest was reduced to cover the Dilution Amount.
Section 1.02. Other Definitional Provisions.
(a) Each capitalized term defined herein shall relate to the Series 2001-2
Notes and no other Series of Notes issued by the Trust, unless the context
otherwise requires. All capitalized terms used herein and not otherwise defined
herein have the meanings ascribed to them in the Trust Agreement, the Indenture
or the Transfer and Servicing Agreement. In the event that any term or provision
contained herein shall conflict with or be inconsistent with any term or
provision contained in the Trust Agreement, the Indenture or the Transfer and
Servicing Agreement, the terms and provisions of this Indenture Supplement shall
govern.
(b) As used in this Indenture and in any certificate or other document
made or delivered pursuant hereto or thereto, accounting terms not defined in
this Indenture or in any such certificate or other document, and accounting
terms partly defined in this Indenture or in any such certificate or other
document to the extent not defined, shall have the respective meanings given to
them under GAAP. To the extent that the definitions of accounting terms in this
Indenture or in any such certificate or other document are inconsistent with the
meanings of such terms under GAAP, the definitions contained in this Indenture
or in any such certificate or other document shall control.
(c) Unless otherwise specified, references to any amount as on deposit or
outstanding on any particular date means such amount at the close of business on
such day.
(d) The words "hereof," "herein," "hereunder" and words of similar import
when used in this Indenture Supplement shall refer to this Indenture Supplement
as a whole and not to any particular provision of this Indenture Supplement;
references to any Article, subsection,
11
Section or Exhibit are references to Articles, subsections, Sections and
Exhibits in or to this Indenture Supplement unless otherwise specified; and the
term "including" means "including without limitation."
12
ARTICLE TWO
CREATION OF THE SERIES 2001-2 NOTES
Section 2.01. Designation.
(a) There is hereby created and designated a Series of Notes to be
issued pursuant to the Indenture and this Indenture Supplement to be known as
"Nordstrom Private Label Credit Card Master Note Trust, Series 2001-2 Notes" or
the "Series 2001-2 Notes." The Series 2001-2 Notes shall be issued in two
Classes, the first of which shall be known as the "Class A Series 2001-2
Floating Rate Asset Backed Variable Funding Notes" and the second of which shall
be known as the "Class B Series 2001-2 Floating Rate Asset Backed Variable
Funding Notes." The Series 2001-2 Notes shall be due and payable on the Series
2001-2 Final Maturity Date.
(b) Series 2001-2 shall be included in Group One and shall be a
Principal Sharing Series with respect to Group One only. Series 2001-2 shall be
an Excess Allocation Series with respect to Group One only. Series 2001-2 shall
not be subordinated to any other Series.
(c) In the event that any term or provision contained herein shall
conflict with or be inconsistent with any term or provision contained in the
Indenture, the terms and provisions of this Indenture Supplement shall be
controlling.
13
ARTICLE THREE
SERVICING FEE
Section 3.01. Servicing Compensation. The share of the Servicing Fee
allocable to the Series 2001-2 Noteholders with respect to any Distribution Date
equal to the Monthly Servicing Fee. The remainder of the Servicing Fee shall be
paid by the Holders of the Transferor Certificates or the Noteholders of other
Series (as provided in the related Indenture Supplements) and in no event shall
the Trust, the Indenture Trustee or the Series 2001-2 Noteholders be liable for
the share of the Servicing Fee to be paid by the Holders of the Transferor
Certificates or the Noteholders of any other Series. To the extent that the
Monthly Servicing Fee is not paid in full pursuant to the preceding provisions
of this Section and Section 4.05, it shall be paid by the Holders of the
Transferor Certificates.
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ARTICLE FOUR
RIGHTS OF SERIES 2001-2 NOTEHOLDERS AND
ALLOCATION AND APPLICATION OF COLLECTIONS
Section 4.01. Collections and Allocations.
(a) Allocations. Collections of Finance Charge Receivables and Principal
Receivables and Defaulted Receivables allocated to Series 2001-2 pursuant to
Article VIII of the Indenture shall be allocated and distributed as set forth in
this Article.
(b) Payments to the Transferor. The Servicer shall on each Deposit Date
direct the Indenture Trustee to withdraw from the Collection Account and pay to
the Holders of the Transferor Certificates (or to the Successor Servicer to the
extent that the Successor Servicer is owed Transition Expenses after the
application of Section 4.05(a):
(i) an amount equal to the Transferor Percentage for the related
Monthly Period of Collections of Finance Charge Receivables to the
extent such amount is deposited in the Collection Account; and
(ii) an amount equal to the Transferor Percentage for the
related Monthly Period of Collections of Principal Receivables deposited
in the Collection Account, if the Transferor Interest (determined after
giving effect to any Principal Receivables transferred to the Trust on
such Deposit Date) exceeds the Required Transferor Interest.
The withdrawals to be made from the Collection Account pursuant to this
Section 4.01(b) do not apply to deposits into the Collection Account that do not
represent Collections, including payment of the purchase price for the
Receivables or the Notes pursuant to, respectively, Section 2.06 or 7.01 of the
Transfer and Servicing Agreement or Section 11.04 of the Indenture and payment
of the Reassignment Amount for the Series 2001-2 Notes pursuant to Section 7.01
of this Indenture Supplement.
(c) Allocations to the Series 2001-2 Noteholders. The Servicer shall,
prior to the close of business on any Deposit Date allocate to the Series 2001-2
Noteholders the following amounts as set forth below:
(i) Allocations of Finance Charge Collections. The Servicer
shall allocate to the Series 2001-2 Noteholders and retain in the
Collection Account for application as provided herein an amount equal to
the product of (A) the Investor Percentage and (B) the aggregate amount
of Collections of Finance Charge Receivables deposited in the Collection
Account on such Deposit Date.
(ii) Allocations of Principal Collections. The Servicer shall
allocate to the Series 2001-2 Noteholders, the following amounts as set
forth below:
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(A) Allocations During the Revolving Period. During the
Revolving Period, an amount equal to the product of (1) the
Investor Percentage and (2) the aggregate amount of Collections
of Principal Receivables deposited in the Collection Account on
such Deposit Date, shall be allocated to the Series 2001-2
Noteholders and shall be first, if any other Principal Sharing
Series in Group One is outstanding and in its amortization
period or accumulation period, retained in the Collection
Account for application, to the extent necessary, as Shared
Principal Collections to other Series in Group One on the
related Distribution Date, and second paid to the Holders of the
Transferor Certificates only if the Transferor Interest on such
Deposit Date is greater than the Required Transferor Interest
(after giving effect to all Principal Receivables transferred to
the Trust on such day) and otherwise shall be deposited in the
Special Funding Account.
(B) Allocations During any Partial Amortization Period.
During any Partial Amortization Period, an amount equal to the
product of (1) the Investor Percentage and (2) the aggregate
amount of Collections of Principal Receivables deposited in the
Collection Account on such Deposit Date (the product for any
such date is hereinafter referred to as a "Percentage
Allocation") shall be allocated to the Series 2001-2 Noteholders
and retained in the Collection Account until applied as provided
herein; provided, however, that if the sum of such Percentage
Allocation and all preceding Percentage Allocations with respect
to the same Monthly Period exceeds the difference between the
Partial Amortization Amount and the total amount of principal
payments set aside for the Series 2001-2 Noteholders during the
related Partial Amortization Period, then such excess shall not
be treated as a Percentage Allocation and shall be first, if any
other Principal Sharing Series in Group One is outstanding and
in its amortization period or accumulation period, retained in
the Collection Account for application, to the extent necessary,
as Shared Principal Collections to other Series in Group One on
the related Distribution Date, and second paid to the Holders of
the Transferor Certificates only if the Transferor Interest on
such Deposit Date is greater than the Required Transferor
Interest (after giving effect to all Principal Receivables
transferred to the Trust on such day) and otherwise shall be
deposited in the Special Funding Account.
(C) Allocations During the Scheduled Amortization Period
or the Early Amortization Period. During the Scheduled
Amortization Period or the Early Amortization Period, an amount
equal to the product of (1) the Investor Percentage and (2) the
aggregate amount of Collections of Principal Receivables
deposited in the Collection Account on such Deposit Date shall
be allocated to the Series 2001-2 Noteholders and retained in
the Collection Account until applied as provided herein;
provided, however, that after the date on which an amount of
such Collections equal to the Note Principal Balance has been
deposited into the Collection Account and allocated to the
Series 2001-2 Noteholders, amounts allocated to the Series
2001-2 Noteholders pursuant to this Section 4.01(c)(ii)(C) shall
be first, if any other Principal Sharing Series in Group One is
outstanding
16
and in its amortization period or accumulation period, retained
in the Collection Account for application, to the extent
necessary, as Shared Principal Collections to other Series in
Group One on the related Distribution Date, and second paid to
the Holders of the Transferor Certificates only if the
Transferor Interest on such Deposit Date is greater than the
Required Transferor Interest (after giving effect to all
Principal Receivables transferred to the Trust on such day) and
otherwise shall be deposited in the Special Funding Account.
Section 4.02. Determination of Monthly Interest.
(a) Pursuant to and in accordance with the Class A Note Purchase
Agreement, on or before the second Business Day after the end of each calendar
month, the Class A Agent shall calculate the Class A Note Rate and the Class A
Monthly Interest distributable from the Collection Account on any Distribution
Date for the related Interest Period and shall provide the Servicer with written
notice of the Class A Note Rate and the Class A Monthly Interest for such Due
Period. Notwithstanding anything to the contrary herein, the Class A Monthly
Interest shall be distributed on the Class A Notes only to the extent permitted
by applicable law.
(b) On each Determination Date, the Servicer shall determine and notify
the Indenture Trustee in writing of the excess, if any (the "Class A Interest
Shortfall"), of (x) the Class A Monthly Interest for such Distribution Date over
(y) the amount which will be available to be distributed with respect to the
Class A Notes on such Distribution Date in respect thereof pursuant to this
Indenture Supplement. If, on any Distribution Date, the Class A Interest
Shortfall is greater than zero, on each subsequent Distribution Date until such
Class A Interest Shortfall is fully paid, an additional amount ("Class A
Additional Interest") equal to (x) the actual number of days in the Due Period
commencing on such Distribution Date divided by 360, multiplied by (y) the
product of (i) the Class A Note Rate for such Due Period plus 2% per annum and
(ii) such Class A Interest Shortfall shall be payable as provided herein with
respect to the Class A Notes. Notwithstanding anything to the contrary herein,
Class A Additional Interest shall be distributed with respect to the Class A
Notes only to the extent permitted by applicable law.
(c) On or before the second Business Day after the end of each calendar
month, the Class B Agent shall calculate the Class B Note Rate and the Class B
Monthly Interest for the related Interest Period and shall provide the Servicer
with written notice of the Class B Note Rate and the Class B Monthly Interest
for such Interest Period. Notwithstanding anything to the contrary herein, the
Class B Monthly Interest shall be distributed on the Class B Notes only to the
extent permitted by applicable law.
(d) On each Determination Date, the Servicer shall determine and notify
the Indenture Trustee in writing of the excess, if any (the "Class B Interest
Shortfall"), of (x) the Class B Monthly Interest for such Distribution Date over
(y) the amount which will be available to be distributed with respect to the
Class B Notes on such Distribution Date in respect thereof pursuant to this
Indenture Supplement. If, on any Distribution Date, the Class B Interest
Shortfall is greater than zero, on each subsequent Distribution Date until such
Class B Interest
17
Shortfall is fully paid, an additional amount ("Class B Additional Interest")
equal to (x) the actual number of days in the Interest Period commencing on such
Distribution Date divided by 360, multiplied by (y) the product of (i) the Class
B Note Rate for such Interest Period plus [__]% per annum and (ii) such Class B
Interest Shortfall shall be payable as provided herein with respect to the Class
B Notes. Notwithstanding anything to the contrary herein, Class B Additional
Interest shall be distributed with respect to the Class B Notes only to the
extent permitted by applicable law.
Section 4.03. Suspension of the Revolving Period; Partial Amortization
Period.
(a) The Transferor may from time to time, in its sole discretion, unless
a Pay Out Event shall have occurred prior thereto, suspend the Revolving Period
and cause a Partial Amortization Period to commence for one or more Monthly
Periods by delivering to the Servicer, the Indenture Trustee and the Requisite
Agent an irrevocable written notice by [5:00] p.m. (New York City time) on the
second Business Day preceding the first day of the Monthly Period in which such
Partial Amortization Period is scheduled to commence, which notice shall specify
the aggregate amount of the decrease in the Class A Principal Balance and the
Class B Principal Balance (the "Partial Amortization Amount") for such Partial
Amortization Period; provided, however, that any Partial Amortization Amount
shall be in an amount of at least $1,000,000 or multiples of $100,000 in excess
thereof; provided, further, that the Transferor may not cause a Partial
Amortization Period to commence unless, in the reasonable belief of the
Transferor, such Partial Amortization Period would not result in the occurrence
of a Pay Out Event.
(b) On any Business Day during the Revolving Period, the Issuer may
cause the Servicer to provide written notice to the Indenture Trustee, each
Agent and the Series 2001-2 Noteholders (an "Optional Redemption Notice") at
least two Business Days prior to any Business Day (the "Optional Redemption
Date") stating its intention to cause a full or partial redemption of the Series
2001-2 Notes on the Optional Redemption Date at a redemption price equal to (i)
if the Optional Redemption Date is a Distribution Date, the Reassignment Amount
for such Distribution Date or (ii) if the Optional Redemption Date is not a
Distribution Date, the Reassignment Amount for the Distribution Date following
such date; provided that the payment of the Reassignment Amount shall be made
from the proceeds of the issuance of one or more new Series of Notes issued
substantially contemporaneously with such full or partial redemption. Any such
redemption shall be in a minimum amount of $2,000,000 or an integral multiple of
$500,000 in excess thereof. The Optional Redemption Notice shall state the
Optional Redemption Date and the Reassignment Amount. Not later than 2:00 p.m.,
New York City time, on the Business Day prior to the Optional Redemption Date
the Issuer shall deposit the Reassignment Amount into the Collection Account in
immediately available funds. The Transferor shall be entitled to make the
payment of the Reassignment Amount on behalf of the Issuer from the proceeds of
the issuance of one or more new Series of Notes issued substantially
contemporaneously with such full or partial redemption and such payment by the
Transferor shall be treated as a payment by the Issuer for purposes of this
Agreement.
Section 4.04. [RESERVED]
18
Section 4.05. Application of Available Finance Charge Collections and
Available Principal Collections. The Servicer shall apply, or shall cause the
Indenture Trustee to apply by written instruction to the Indenture Trustee, on
each Distribution Date, Available Finance Charge Collections and Available
Principal Collections on deposit in the Collection Account with respect to such
Distribution Date to make the following distributions:
(a) On each Distribution Date, an amount equal to the Available Finance
Charge Collections will be distributed or deposited in the following priority:
(i) an amount equal to the Monthly Servicing Fee for such
Distribution Date plus the amount of any Monthly Servicing Fee
previously due but not distributed to the Servicer on a prior
Distribution Date, shall be distributed to the Servicer (unless such
amount has been netted against deposits to the Collection Account in
accordance with Section 8.04 of the Indenture)
(ii) an amount equal to Class A Monthly Interest for such
Distribution Date, plus the amount of any Class A Monthly Interest
previously due but not distributed to the Class A Noteholders, plus the
amount of any Class A Additional Interest for such Distribution Date and
any Class A Additional Interest previously due but not distributed to
Class A Noteholders on a prior Distribution Date, shall be distributed
to the Class A Noteholders;
(iii) an amount equal to the Investor Default Amount and the
Investor Uncovered Dilution Amount, if any, for such Distribution Date
shall be treated as a portion of Available Principal Collections for
such Distribution Date;
(iv) an amount equal to the sum of the aggregate amount of
Investor Charge-Offs and the amount of Reallocated Principal Collections
which have not been previously reimbursed pursuant to this subparagraph
shall be treated as a portion of Available Principal Collections for
such Distribution Date;
(v) any Class A Additional Amounts due and payable to the Class
A Agent pursuant to the Class A Note Purchase Agreement with respect to
such Distribution Date shall be paid to the Class A Agent;
(vi) upon the occurrence of an Event of Default with respect to
Series 2001-2 and acceleration of the maturity of the Series 2001-2
Notes, the balance, if any, up to the outstanding principal amount of
the Series 2001-2 Notes will be treated as Available Principal
Collections for that Distribution Date for distribution to the Series
2001-2 Noteholders;
(vii) an amount equal to Class B Monthly Interest for such
Distribution Date, plus the amount of any Class B Monthly Interest
previously due but not distributed to the Class B Noteholders, plus the
amount of any Class B Additional Interest for such Distribution Date and
any Class B Additional Interest previously due but not distributed
19
to Class B Noteholders on a prior Distribution Date, shall be
distributed to the Class B Noteholders;
(viii) any Transition Expenses; and
(ix) the balance, if any, will constitute a portion of Excess
Finance Charge Collections for such Distribution Date and will be
available for allocation to other Series in Group One or to the Holder
of the Transferor Certificates as described in Section 8.08 of the
Indenture and Section 4.01.
(b) On each Distribution Date with respect to the Revolving Period, an
amount equal to the Available Principal Collections shall be treated as Shared
Principal Collections and applied in accordance with Section 8.05 of the
Indenture.
(c) On each Distribution Date with respect to the Partial Amortization
Period, an amount equal to the Available Principal Collections for the related
Monthly Period shall be distributed in the following order of priority:
(i) an amount which, together with the aggregate amounts
distributed pursuant to this clause (i) on prior Distribution Dates with
respect to the same Partial Amortization Period, equals the Partial
Amortization Amount, shall be distributed to the Class A Noteholders and
the Class B Noteholders, pro rata; and
(ii) the balance of such Available Principal Collections shall
be treated as Shared Principal Collections and applied in accordance
with Section 8.05 of the Indenture.
(d) On each Distribution Date with respect to the Scheduled Amortization
Period or the Early Amortization Period, an amount equal to the Available
Principal Collections for the related Monthly Period shall be distributed in the
following order of priority:
(i) an amount up to the Class A Principal Balance on such
Distribution Date shall be distributed to the Class A Noteholders;
(ii) for each Distribution Date beginning on the Distribution
Date on which the Class A Principal Balance is paid in full, an amount
up to the Class B Principal Balance on such Distribution Date shall be
distributed to the Class B Noteholders; and
(iii) for each Distribution Date beginning on the Distribution
Date on which the Class B Principal Balance is paid in full, an amount
equal to the balance, if any, of such Available Principal Collections
shall be treated as Shared Principal Collections and applied in
accordance with Section 8.05 of the Indenture.
Section 4.06. Investor Charge-Offs. On each Determination Date, the
Servicer shall calculate the Investor Default Amount and the Investor Uncovered
Dilution Amount, if any, for
20
the related Distribution Date. If, on any Distribution Date, the sum of the
Investor Default Amount and the Investor Uncovered Dilution Amount for such
Distribution Date exceeds the amount of Available Finance Charge Collections
allocated with respect thereto pursuant to Section 4.05(a)(iii), with respect to
such Distribution Date, the Invested Amount (after giving effect to any
reductions for any Reallocated Principal Collections on such Distribution Date)
will be reduced by the amount of such excess, but not by more than the lesser of
(i) the sum of the Investor Default Amount and the Investor Uncovered Dilution
Amount and (ii) the Invested Amount (after giving effect to any reductions for
any Reallocated Principal Collections on such Distribution Date) for such
Distribution Date (such reduction, an "Investor Charge-Off").
Section 4.07. Reallocated Principal Collections. On each Distribution Date, the
Servicer shall apply, or shall cause the Indenture Trustee to apply, Reallocated
Principal Collections with respect to such Distribution Date, to fund any
deficiency pursuant to and in the priority set forth in Sections 4.05(a)(i) and
(ii). On each Distribution Date, the Invested Amount shall be reduced by the
amount of Reallocated Principal Collections for such Distribution Date.
Section 4.08. Excess Finance Charge Collections. Series 2001-2 shall be
an Excess Allocation Series with respect to Group One only. Subject to Section
8.08 of the Indenture, Excess Finance Charge Collections with respect to the
Excess Allocation Series in Group One for any Distribution Date will be
allocated to Series 2001-2 in an amount equal to the product of (i) the
aggregate amount of Excess Finance Charge Collections with respect to all the
Excess Allocation Series in Group One for such Distribution Date and (ii) a
fraction, the numerator of which is the Finance Charge Shortfall for Series
2001-2 for such Distribution Date and the denominator of which is the aggregate
amount of Finance Charge Shortfalls for all the Excess Allocation Series in
Group One for such Distribution Date.
Section 4.09. Shared Principal Collections. Subject to Section 8.05 of
the Indenture, Shared Principal Collections with respect to the Series in Group
One for any Distribution Date will be allocated to Series 2001-2 in an amount
equal to the product of (x) the aggregate amount of Shared Principal Collections
with respect to all Principal Sharing Series in Group One for such Distribution
Date and (y) a fraction, the numerator of which is the Series 2001-2 Principal
Shortfall for such Distribution Date and the denominator of which is the
aggregate amount of Principal Shortfalls for all the Series which are Principal
Sharing Series in Group One for such Distribution Date. The "Series 2001-2
Principal Shortfall" will be equal to for any Distribution Date with respect to
(a) the Revolving Period, zero, (b) any Partial Amortization Period, the excess,
if any, of the Partial Amortization Amount not previously distributed over the
amount of Available Principal Collections for such Distribution Date (excluding
any portion thereof attributable to Shared Principal Collections), and (c) the
Scheduled Amortization Period or the Early Amortization Period, the excess, if
any, of the Note Principal Balance over the amount of Available Principal
Collections for such Distribution Date (excluding any portion thereof
attributable to Shared Principal Collections).
Section 4.10. Principal Balance Increases.
21
(a) The Series 2001-2 Noteholders agree, by acceptance of their Series
2001-2 Notes, that the Transferor may, from time to time, prior to the earlier
of the commencement of the Scheduled Amortization Period and the commencement of
the Early Amortization Period and so long as a Partial Amortization Period is
not outstanding, and subject to the terms, conditions and restrictions set forth
in this Section 4.10(a) and in the Class A Note Purchase Agreement, request the
Issuer to increase the Note Principal Balance in specified amounts (any such
increase being referred to herein as a "Principal Balance Increase"). Each and
every Principal Balance Increase shall, however, be subject to the satisfaction
of the Increase Conditions, and shall be permitted only (i) during the Revolving
Period and (ii) upon the request made by the Transferor to each Agent to
increase the Note Principal Balance and the Invested Amount to an amount not to
exceed the Maximum Invested Amount. Any such Principal Balance Increase shall be
in a minimum amount of $2,000,000 or an integral multiple of $500,000 in excess
thereof. To request any such increase, the Transferor shall be required to give
to each of the Indenture Trustee, the Servicer and each Agent, by 1:00 p.m. (New
York City time) on the third Business Day prior to the date of the requested
Principal Balance Increase, an irrevocable notice substantially in the form
attached hereto as Exhibit D (each, a "Principal Balance Increase Request"),
specifying (i) the amount of such increase (the "Increase Amount"), (ii) the
date on which such Principal Balance Increase is to occur, which date shall be a
Business Day during the Revolving Period (an "Increase Date") and (iii) the
payment instructions for remittance of the proceeds of such requested Principal
Balance Increase.
(b) Each such Principal Balance Increase will be allocated to the Class
A Principal Balance and the Class B Principal Balance on a pro rata basis
determined by reference to the Class A Maximum Principal Balance and the Class B
Maximum Principal Balance; provided, however, that if the Increase Condition set
forth in clause (f)(ii) of the definition thereof is not satisfied, the
Transferor may, with the prior written consent of each Class B Noteholder,
direct the Indenture Trustee in writing, with a copy to each of the Agents, to
allocate to the Class B Principal Balance a larger share of the Principal
Balance Increase to the extent necessary to satisfy the Increase Condition set
forth in clause (f)(i) of the definition thereof.
(c) On the Increase Date for such Principal Balance Increase, after
satisfaction of all conditions to such Principal Balance Increase, each
Purchaser shall initiate the remittance of such Increase Amount allocated to it
in accordance with Section 4.10(b), to the extent it has otherwise agreed or
committed to fund such Principal Balance Increase, no later than 3:00 p.m. (New
York City time) in same day funds in accordance with the payment instructions
specified in the Principal Balance Increase Request, and upon such remittance
the outstanding Class A Principal Balance and the Class B Principal Balance, as
the case may be, shall be increased by the amount of such remittance.
Concurrently with the making of such Principal Balance Increase, the Transferor
and the Requisite Agent shall deliver to the Indenture Trustee an increase
confirmation, in substantially the form of Exhibit E (a "Principal Balance
Increase Confirmation"), specifying the Increase Amount, and the Indenture
Trustee shall promptly annotate the Note Register accordingly.
22
ARTICLE FIVE
DELIVERY OF SERIES 2001-2 NOTES; DISTRIBUTIONS;
REPORTS TO SERIES 2001-2 NOTEHOLDERS
Section 5.01. Delivery and Payment for the Series 2001-2 Notes. The
Issuer shall execute and issue, and Indenture Trustee shall authenticate, the
Series 2001-2 Notes in accordance with Section 2.03 of the Indenture. The
Indenture Trustee shall deliver the Series 2001-2 Notes to or upon the order of
the Trust when so authenticated.
Section 5.02. Distributions.
(a) On each Distribution Date, the Paying Agent shall distribute to each
Class A Noteholders of record on the related Record Date (other than as provided
in Section 11.02 of the Indenture), the amounts required to be distributed in
respect of the Class A Notes pursuant to Article IV hereof.
(b) On each Distribution Date, the Paying Agent shall distribute to the
Class B Noteholders of record on the related Record Date (other than as provided
in Section 11.02 of the Indenture), the amounts required to be distributed in
respect of the Class B Notes pursuant to Article IV hereof.
(c) The distributions to be made pursuant to this Section 5.02 are
subject to the provisions of Sections 2.06, 6.01 and 7.01 of the Transfer and
Servicing Agreement, Section 11.02 of the Indenture and Section 7.01 of this
Indenture Supplement.
(d) Except as provided in Section 11.02 of the Indenture with respect to
a final distribution, distributions to Series 2001-2 Noteholders hereunder shall
be made by (i) wire transfer in immediately available funds and (ii) without
presentation or surrender of any Series 2001-2 Note or the making of any
notation thereon.
Section 5.03. Reports and Statements to Series 2001-2 Noteholders.
(a) No later than each Determination Date, the Servicer will provide to
each Agent, the Indenture Trustee and each Rating Agency statements,
substantially in the form of Exhibit B hereto (each, a "Monthly Servicer
Report"), setting forth certain information relating to the Trust and the Series
2001-2 Notes.
(b) On or before January 31 of each calendar year, beginning with
calendar year 2002, the Indenture Trustee shall furnish or cause to be furnished
to each Person who at any time during the preceding calendar year was a Series
2001-2 Noteholder, a statement prepared by the Servicer containing the
information which is required to be contained in the statement to Series 2001-2
Noteholders as set forth in paragraph (a) above, aggregated for such calendar
year or the applicable portion thereof during which such Person was a Series
2001-2 Noteholder, together with other information as is required to be provided
by an issuer of indebtedness under the Code
23
and such other customary information as is necessary to enable the Series 2001-2
Noteholders to prepare their tax returns. Such obligation of the Indenture
Trustee shall be deemed to have been satisfied to the extent that substantially
comparable information shall be provided by the Indenture Trustee pursuant to
any requirements of the Code as from time to time in effect.
24
ARTICLE SIX
SERIES 2001-2 PAY OUT EVENTS
Section 6.01. Series 2001-2 Pay Out Events. If any one of the following
events shall occur with respect to the Series 2001-2 Notes:
(a) the Transferor or the Servicer shall fail to (i) make any payment or
deposit required by the terms of the Transfer and Servicing Agreement, the
Indenture or this Indenture Supplement on or before the date occurring three (3)
Business Days after the date such payment or deposit is required to be made
therein or herein or (ii) observe or perform any other covenants or agreements
of the Transferor or the Servicer set forth in the Transfer and Servicing
Agreement, the Class A Note Purchase Agreement, the Indenture or this Indenture
Supplement which continues unremedied for a period of thirty (30) days after the
date on which written notice of such failure, requiring the same to be remedied,
shall have been given to the Transferor or the Servicer, as applicable, by the
Indenture Trustee, or to the Transferor or the Servicer, as applicable and the
Indenture Trustee by any Holder of the Series 2001-2 Notes;
(b) any representation, warranty or certification made by the Transferor
or the Servicer in the Transfer and Servicing Agreement shall prove to have been
incorrect in any respect when made or when delivered and continues to be
incorrect for a period of thirty (30) days after the date on which written
notice of such failure, requiring the same to be remedied, shall have been given
to the Transferor or the Servicer, as applicable, by the Indenture Trustee, or
to the Transferor and the Indenture Trustee by any Holder of the Series 2001-2
Notes; provided, however, that a Series 2001-2 Pay Out Event pursuant to this
Section 6.01(b) shall not be deemed to have occurred if the Transferor has
accepted reassignment of the related Receivable, or all of such Receivables, if
applicable, during such period in accordance with the provisions of the Transfer
and Servicing Agreement;
(c) the average Portfolio Adjusted Yields for any three consecutive
Monthly Periods is less than zero;
(d) a court of competent jurisdiction shall issue a final non-appealable
order to the effect that the Indenture Trustee shall, for any reason, fail to
have a valid and perfected first priority security interest in the Receivables;
(e) any failure to pay to Series 2001-2 Noteholders the full amount of
interest due on the Series 2001-2 Notes on any Distribution Date;
(f) a failure of the Transferor to convey Receivables in Additional
Accounts to the Trust within five Business Days after it is required to do so
pursuant to Section 2.09(a)(i) of the Transfer and Servicing Agreement;
25
(g) without limiting any of the foregoing, the occurrence of an Event of
Default with respect to Series 2001-2 and acceleration of the maturity of the
Series 2001-2 Notes in accordance with Section 5.03 of the Indenture;
(h) any Servicer Default shall occur;
(i) the Class A Note Principal Balance shall not be paid in full on the
Series 2001-2 Final Maturity Date;
(j) an Insolvency Event occurs with respect to Nordstrom, Inc., the
Transferor, any Account Owner, the Seller or the Servicer;
(k) the Transferor is unable for any reason to transfer Receivables to
the Trust in accordance with the Transfer and Servicing Agreement;
(l) the long term unsecured debt rating assigned to Nordstrom, Inc. by
Standard & Poor's is less than BB+ or by Xxxxx'x is less than Ba1;
then, in the case of any event described in subparagraph (a), (b), (g), (h), (i)
or (l) after the applicable grace period, if any, set forth in such
subparagraphs, either the Indenture Trustee or the Holders of Class A Notes (or,
following the Class B Succession Date, the Class B Notes) evidencing more than
50% of the aggregate unpaid principal amount of Class A Notes (or Class B Notes,
as applicable) by notice then given in writing to the Transferor and the
Servicer (and to the Indenture Trustee if given by the Class A Noteholders (or
Class B Noteholders, as the case may be)) may declare that a "Series Pay Out
Event" with respect to Series 2001-2 (a "Series 2001-2 Pay Out Event") has
occurred as of the date of such notice, provided, however, that the Holders of
Class A Notes (or, following the Class B Succession Date, the Class B Note)
evidencing more than 66 2/3% of the aggregate unpaid principal amount of the
Class A Notes (or Class B Notes, as applicable) by notice then given in writing
to the Transferor and the Servicer (and to the Indenture Trustee if given by the
Class A Noteholders (or Class B Noteholders, as the case may be)) may waive any
Series 2001-2 Pay Out Event of the type described in subparagraph (a), (b), (g),
(h), (i) and (l) above, and, in the case of any event described in subparagraph
(c), (d), (e), (f), (j) or (k) a Series 2001-2 Pay Out Event shall occur without
any notice or other action on the part of the Indenture Trustee or the Series
2001-2 Noteholders immediately upon the occurrence of such event.
26
ARTICLE SEVEN
REDEMPTION OF SERIES 2001-2 NOTES; FINAL DISTRIBUTIONS;
SERIES TERMINATION
Section 7.01. Optional Redemption of Series 2001-2 Notes; Final
Distributions.
(a) On any day occurring on or after the date on which the outstanding
principal balance of the Series 2001-2 Notes is reduced to 10% or less of the
highest outstanding principal balance of the Series 2001-2 Notes during the
Revolving Period, at any time on or after the Closing Date, the Servicer shall
have the option to redeem the Series 2001-2 Notes if it has determined, in its
sole estimation, that the cost of servicing the related Receivables is unduly
burdensome in relation to the benefit, at a purchase price equal to (i) if such
day is a Distribution Date, the Reassignment Amount for such Distribution Date
or (ii) if such day is not a Distribution Date, the Reassignment Amount for the
Distribution Date following such day.
(b) The Servicer shall give the Indenture Trustee and each Agent at
least thirty (30) days prior written notice of the date on which the Servicer
intends to exercise such optional redemption. Not later than the Business Day
prior to the Redemption Date, the Servicer shall deposit into the Collection
Account in immediately available funds, the Reassignment Amount. Such redemption
option is subject to payment in full of the Reassignment Amount. Following
deposit into the Collection Account in accordance with the foregoing, the
Invested Amount for Series 2001-2 shall be reduced to zero and the Series 2001-2
Noteholders shall have no further security interest in the Receivables. The
Reassignment Amount shall be distributed as set forth in Section 7.01(d).
(c) (i) The amount to be paid by the Transferor with respect to Series
2001-2 in connection with a reassignment of Receivables to the Transferor
pursuant to Section 2.06 of the Transfer and Servicing Agreement shall equal the
Reassignment Amount for the first Distribution Date following the Monthly Period
in which the reassignment obligation arises under the Transfer and Servicing
Agreement.
(ii) The amount to be paid by the Transferor with respect to
Series 2001-2 in connection with a repurchase of the Series 2001-2 Notes
pursuant to Section 7.01 of the Transfer and Servicing Agreement shall
equal the Reassignment Amount for the Distribution Date of such
repurchase.
(d) With respect to the Reassignment Amount deposited into the
Collection Account pursuant to Section 7.01 hereof, the Indenture Trustee shall,
in accordance with the written direction of the Servicer, not later than 1:00
p.m. (New York City time) on the related Distribution Date, make deposits or
distributions of the following amounts (in the priority set forth below and, in
each case, after giving effect to any deposits and distributions otherwise to be
made on such date) in immediately available funds: (i) (A) the Class A Note
Principal Balance on such Distribution Date will be distributed to the Paying
Agent for payment to the Class A Noteholders and (y) an amount equal to the sum
of (1) the Class A Monthly Interest for such
27
Distribution Date, (2) any Class A Monthly Interest previously due but not
distributed to the Class A Noteholders on prior Distribution Dates, (3) the
amount of Class A Additional Interest, if any, for such Distribution Date and
any Class A Additional Interest previously due but not distributed to the Class
A Noteholders on any prior Distribution Date, will be distributed to the Paying
Agent for payment to the Class A Noteholders and (4) all Class A Additional
Amounts due to the Class A Noteholders and any other amounts due under the Class
A Note Purchase Agreement, (ii) (A) the Class B Principal Balance on such
Distribution Date will be distributed to the Paying Agent for payment to the
Class B Noteholders and (B) an amount equal to the sum of (1) the Class B
Monthly Interest for such Distribution Date, (2) any Class B Monthly Interest
previously due but not distributed to the Class B Noteholders on prior
Distribution Dates and (3) the amount of Class B Additional Interest, if any,
for such Distribution Date and any Class B Additional Interest previously due
but not distributed to the Class B Noteholders on any prior Distribution Date,
will be distributed to the Paying Agent for payment to the Class B Noteholders,
and (iii) any excess shall be released to the Transferor.
(e) Notwithstanding anything to the contrary in this Indenture
Supplement, the Indenture or the Transfer and Servicing Agreement, all amounts
distributed to the Paying Agent pursuant to Section 7.01(d) hereof for payment
to the Series 2001-2 Noteholders shall be deemed distributed in full to the
Series 2001-2 Noteholders on the date on which such funds are distributed to the
Paying Agent pursuant to this Section 7.01 and shall be deemed to be a final
distribution pursuant to Section 11.02 of the Indenture.
Section 7.02. Series Termination. On the Series 2001-2 Final Maturity,
the right of the Series 2001-2 Noteholders to receive payments from the Issuer
will be limited solely to the right to receive payments pursuant to Section 5.05
of the Indenture.
28
ARTICLE EIGHT
MISCELLANEOUS PROVISIONS
Section 8.01. Ratification of Indenture. As supplemented by this
Indenture Supplement, the Indenture is in all respects ratified and confirmed
and the Indenture as so supplemented by this Indenture Supplement shall be read,
taken and construed as one and the same instrument.
Section 8.02. Counterparts. This Indenture Supplement may be executed in
two or more counterparts, and by different parties on separate counterparts,
each of which shall be an original, but all of which shall constitute one and
the same instrument.
Section 8.03. Governing Law. THIS INDENTURE SUPPLEMENT SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT
REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE
GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Section 8.04. Limitation of Liability. Notwithstanding any other
provision herein or elsewhere, this Agreement has been executed and delivered by
Wilmington Trust, not in its individual capacity, but solely in its capacity as
Owner Trustee of the Trust, in no event shall Owner Trustee in its individual
capacity have any liability in respect of the representations, warranties or
obligations of the Trust hereunder or under any other document, as to all of
which recourse shall be had solely to the assets of the Trust, and for all
purposes of this Agreement and each other document, the Owner Trustee (as such
or in its individual capacity) shall be subject to, and entitled to the benefits
of, the terms and provisions of the Trust Agreement.
Section 8.05. Private Placement of Series 2001-2 Notes; Form of Delivery
of Series 2001-2 Notes.
(a) The Series 2001-2 Notes have not been registered under the
Securities Act of 1933, as amended (the "Securities Act") or any applicable
securities law of any state and may not be offered, sold, pledged or otherwise
transferred except in a transaction exempt from the registration requirements of
the Securities Act and applicable state securities of "blue sky" laws to (i)
Nordstrom fsb or any Affiliate thereof, (ii) a Person who the Holder reasonably
believes is a "Qualified Institutional Buyer" within the meaning thereof in Rule
144A under the Securities Act ("Rule 144A") in compliance with Rule 144A or
(iii) a Person who is an institutional "Accredited Investor" as defined in Rule
501(a)(1), (2), (3) or (7) under the Securities Act, in each case in compliance
with the certification and other requirements specified herein. None of the
Issuer, the Transferor, the Transfer Agent and Registrar of the Indenture
Trustee is obligated to register the Series 2001-2 Notes under the Securities
Act or any other securities or "blue sky" law. Each Holder of a Series 2001-2
Note shall represent and warrant, for the benefit of Nordstrom Private Label
Credit Card Master Note Trust and Nordstrom fsb, that such Holder is not (i) an
employee benefit plan (as defined in Section 3(3) of the Employee retirement
Income
29
Security Act of 1974, as amended ("ERISA") which is subject to the provisions of
ERISA, (ii) a plan (as defined in Section 4975(e)(1) of the Internal Revenue
Code of 1986, as amended (the "Code"), other than a governmental or church plan
described in Section 4975(g)(2) or (3) of the Code which is subject to Section
4975 of the Code or (iii) an entity whose underlying assets include plan assets
by reason of a plan's investment in the entity (unless registered under the
Investment Company Act of 1940, as amended. Neither the Series 2001-2 Notes nor
any interest therein may be transferred to an employee benefit plan, trust or
account subject to ERISA, or described in Section 4975(e)(1) of the Code. Any
transfer of a direct or indirect interest in any Series 2001-2 Notes is subject
to the provisions of the Indenture and certain limitations therein set forth.
(b) The Series 2001-2 Notes shall be Definitive Notes and shall be
delivered as Registered Notes as provided in Section 2.01 of the Indenture.
Section 8.06. Successors and Assigns. This Indenture Supplement shall be
binding upon and inure to the benefit of the parties hereto and their respective
permitted successors and assigns, except that the Issuer may not assign or
transfer any of its rights under this Indenture Supplement without the prior
written consent of the Requisite Agent and without prior notice to each Rating
Agency.
Section 8.07. Amendments. In addition to the conditions to the amendment
of the Indenture and this Indenture Supplement set forth in the Indenture,
neither the Indenture nor this Indenture Supplement may be amended unless the
Rating Agency Condition shall have been satisfied with respect to such amendment
and the Class A Agent shall have consented to such amendment.
Section 8.08. Tax Matters.
(a) Notwithstanding anything to the contrary herein, each of the Paying
Agent, Servicer or Indenture Trustee shall be entitled to withhold any amount
that it reasonably determines in its sole discretion is required to be withheld
pursuant to Section 1446 of the Code and such amount shall be deemed to have
been paid for all purposes of the Indenture or the Transfer and Servicing
Agreement.
(b) Each of the Series 2001-2 Noteholders agrees that prior to the date
on which the first interest payment hereunder is due thereto, it will provide to
the Transferor, the Servicer and the Indenture Trustee (i) if such Series 2001-2
Noteholder is incorporated or organized under the laws of a jurisdiction outside
the United States, two duly completed copies of the United States Internal
Revenue Service Form W-8ECI or successor applicable or required forms, (ii) if
the Transferor so requests, a duly completed copy of United States Internal
Revenue Service Form W-9 or successor applicable or required forms, and (iii)
such other forms and information as the Transferor may reasonably request to
confirm the availability of any applicable exemption from United States federal,
state or local withholding taxes. Each Series 2001-2 Noteholder agrees to
provide to the Transferor, the Servicer and the Indenture Trustee, additional
subsequent duly completed forms satisfactory to the Transferor, the Servicer and
the Indenture Trustee on or
30
before the date that any such form expires or becomes obsolete, or upon the
occurrence of any event requiring an amendment, resubmission or change in the
most recent form previously delivered by it, and to provide such extensions or
renewals as may be reasonably requested by the Transferor, the Servicer or the
Indenture Trustee. Each Series 2001-2 Noteholder certifies, represents and
warrants that as of the date of this Indenture Supplement, or in the case of a
Series 2001-2 Noteholder which is an assignee as of the date of such Note
Assignment, that (i) it is entitled (x) to receive payments under this Indenture
Supplement without deduction or withholding of any United States federal income
taxes (other than taxes required to be withheld pursuant to Section 1446 of the
Code) and (y) to an exemption from United States backup withholding tax and (ii)
it will pay any taxes attributable to its ownership of an interest in the Series
2001-2 Notes.
(c) Each Series 2001-2 Noteholder agrees with the Transferor that: (a)
such Series 2001-2 Noteholder will deliver to the Transferor on or before the
Closing Date or the effective date of any participation or Note Assignment an
Investment Letter, executed by such assignee Series 2001-2 Noteholder, in the
case of a Note Assignment (as defined below), or by the Participant (as defined
below), in the case of a participation, with respect to the purchase by such
Series 2001-2 Noteholder or Participant of a portion of an interest relating to
the Series 2001-2 Notes and (b) all of the statements made by such Series 2001-2
Noteholder in its Investment Letter shall be true and correct as of the date
made.
(d) [RESERVED].
(e) Subject to the provisions of Section 8.04(a), each Series 2001-2
Noteholder may at any time sell, assign or otherwise transfer, to the extent of
such Series 2001-2 Noteholder's interest in the Series 2001-2 Notes (each, a
"Note Assignment"), to (i) either Agent, the Purchaser or any other Person
specified in Section 11.03(c) of the Class A Note Purchase Agreement or (ii) any
other Person to which the Transferor may consent, which consent shall not be
unreasonably withheld (upon such Note Assignment, a "Series 2001-2 Noteholder")
all or part of its interest in the Series 2001-2 Notes; provided, however, that
any Note Assignment shall be void unless (i) the minimum amount of such Note
Assignment shall be $1,000,000, (ii) such assignee Series 2001-2 Noteholder
shall comply with this Section 8.08 and shall have delivered to the Indenture
Trustee, prior to the effectiveness of such Note Assignment, a copy of an
agreement under which such assignee Series 2001-2 Noteholder has made the
representations, warranties and covenants required to be made pursuant to this
Section 8.08, (iii) there shall not be, in the aggregate, more than five (5)
Class A Noteholders and Partial Participants and five (5) Class B Noteholders
and Partial Participants after giving effect to such Note Assignment, and (iv)
such proposed assignee shall provide the forms described in (i), (ii) and (iii)
of Section 8.07(b) (subject to the Transferor's consent, as applicable and as
set forth therein) in the manner described therein. In connection with any Note
Assignment to a Person other than either Agent, the Purchaser or any other
Person specified in Section 11.03(c) of the Class A Note Purchase Agreement, the
assignor Series 2001-2 Noteholder shall request in writing to the Indenture
Trustee (who shall promptly deliver it to the Transferor) for the consent of the
Transferor (the Transferor shall respond to any such request within ten Business
Days after its receipt and the Transferor will not unreasonably withhold such
consent) it being understood that the obtaining of
31
such consent is a condition to the effectiveness of such a Note Assignment. Each
assignee Series 2001-2 Noteholder is subject to the terms and conditions of
Section 8.08(b) on an ongoing basis and hereby makes the certifications,
representations and warranties contained therein, and the assigning Series
2001-2 Noteholder hereby certifies, represents and warrants that its assignee's
certifications, representations and warranties thereunder are true.
(f) Subject to the provisions of Section 8.04(a), any Series 2001-2
Noteholder may at any time grant a participation in all or part (but not less
than $5,000,000) of its interest in the Series 2001-2 Notes to (i) either Agent,
the Purchaser or any other Person specified in Section 11.03(c) of the Class A
Note Purchase Agreement, or (ii) any other Person to which the Transferor may
consent, which consent shall not be unreasonably withheld (the Agents, the
Purchaser and each such other Person, a "Participant" and each Participant
acquiring a participation in less than all of a Series 2001-2 Noteholder's
rights with respect to payments due thereunder, a "Partial Participant");
provided, however, that such participation shall be void, unless (i) such
Participant complies with the applicable provisions of this Section 8.08, (ii)
there shall not be, in the aggregate, more than five (5) Class A Noteholders and
Partial Participants and five (5) Class B Noteholders and Partial Participants
after giving effect to such participation, and (iii) such Series 2001-2
Noteholder delivers to the Indenture Trustee, prior to the effectiveness of its
participation, a copy of an agreement under which such Participant has made the
representations, warranties and covenants required to be made pursuant to this
Section. In connection with the granting of any such participation to any Person
other than to either Agent, the Purchaser or any other Person specified in
Section 11.03(c) of the Class A Note Purchase Agreement, the granting Series
2001-2 Noteholder shall provide a written request to the Indenture Trustee (who
shall promptly deliver it to the Transferor) for the consent of the Transferor
to the granting of the specified interest to any identified prospective
Participant, the Transferor shall respond to any such request within ten
Business Days after its receipt, it being understood that the obtaining of such
consent is a condition to the effectiveness of such a participation. Each Series
2001-2 Noteholder hereby acknowledges and agrees that any such participation
will not alter or affect in any way whatsoever such Series 2001-2 Noteholder's
direct obligations hereunder and that neither the Trust nor the Transferor shall
have any obligation to have any communication or relationship whatsoever with
any Participant of such Series 2001-2 Noteholder in order to enforce the
obligations of such Series 2001-2 Noteholder hereunder. Each Series 2001-2
Noteholder shall promptly notify the Indenture Trustee (which shall promptly
notify the Transferor) in writing of the identity and interest of each
Participant upon any such disposition. In granting any participation, the Series
2001-2 Noteholder certifies, represents and warrants that (i) such Participant
is entitled to (x) receive payments with respect to its participation without
deduction or withholding of any United States federal income taxes and (y) an
exemption from United States backup withholding tax, (ii) prior to the date on
which the first interest payment is due to the Participant, such Series 2001-2
Noteholder will provide to the Servicer and Indenture Trustee, the forms
described in (i), (ii) and (iii) of Section 8.08(b) (subject to the Transferor's
consent, as applicable and as set forth therein) as though the Participant were
a Series 2001-2 Noteholder, and (iii) such Series 2001-2 Noteholder similarly
will provide subsequent forms as described in Section 8.08(b) with respect to
such Participant as though it were a Series 2001-2 Noteholder.
32
(g) Each Series 2001-2 Noteholder, by its holding of an interest in the
Series 2001-2 Notes, hereby severally represents, warrants and covenants, and
each Series 2001-2 Noteholder that acquires an interest in the Series 2001-2
Notes by Note Assignment shall be deemed to have severally represented,
warranted and covenanted upon such Note Assignment that (x) it has neither
acquired, nor will it sell, trade or transfer any interest in the Series 2001-2
Notes or cause any interest in the Series 2001-2 Notes to be marketed on or
through either (i) an "established securities market" within the meaning of Code
section 7704(b)(1), including without limitation an interdealer quotation system
that regularly disseminates firm buy or sell quotations by identified brokers or
dealers by electronic means or otherwise or (ii) a "secondary market (or the
substantial equivalent thereof)" within the meaning of Code section 7704(b)(2),
including a market wherein interests in the Series 2001-2 Notes are regularly
quoted by any person making a market in such interests and a market wherein any
person regularly makes available to the public bid or offer quotes with respect
to interests in the Series 2001-2 Notes and stands ready to effect buy or sell
transactions at the quoted prices for itself or on behalf of others, (y) unless
the Transferor consents otherwise (which consent shall be based on an Opinion of
Counsel generally to the effect that the action taken pursuant to the consent
will not cause the Trust to become a publicly traded partnership treated as a
corporation), such holder (i) is properly classified as, and will remain
classified as, a "corporation" as described in Code section 7701(a)(3) and (ii)
is not, and will not become, an S corporation as described in Code section 1361,
and (z) it will (i) cause any participant with respect to such interest
otherwise permitted hereunder to make similar representations and covenants for
the benefit of the Transferor and the Trust and (ii) forward a copy of such
representations and covenants to the Indenture Trustee. Each such Series 2001-2
Noteholder shall further agree in connection with its acquisition of such
interest that, in the event of any breach of its (or its participant's)
representation and covenant that it (or its participant) is and shall remain
classified as a corporation other than an S corporation, the Transferor shall
have the right to procure a replacement investor to replace such Series 2001-2
Noteholder (or its participant), and further that such Series 2001-2 Noteholder
shall take all actions necessary to permit such replacement investor to succeed
to its rights and obligations as a Series 2001-2 Noteholder (or to the rights of
its participant).
SIGNATURE PAGE FOLLOWS
33
IN WITNESS WHEREOF, the undersigned have caused this Indenture
Supplement to be duly executed and delivered by their respective duly authorized
officers on the day and year first above written.
NORDSTROM PRIVATE LABEL CREDIT
CARD MASTER NOTE TRUST, as Issuer
By: Wilmington Trust Company,
not in its individual capacity,
but solely as Owner Trustee
By: /s/ Xxxxx X. Xxxxxx
-------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
XXXXX FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION
as Indenture Trustee
By: /s/ Xxxxxxxx X. Xxxxx
-------------------------------
Name: Xxxxxxxx X. Xxxxx
Title: Assistant Vice President
Acknowledged and Accepted:
NORDSTROM PRIVATE LABEL,
RECEIVABLES LLC,
as Transferor
By: /s/ Xxxxx X. Xxxxxx
-------------------------------
Name: Xxxxx X. Xxxxxx
Title: Treasurer
NORDSTROM FSB,
as Servicer
By: /s/ Xxxxx X. Xxxxxx
-------------------------------
Name: Xxxxx X. Xxxxxx
Title: President
Signature Page
to
Series 2001-2 Indenture Supplement
EXHIBIT A-1
FORM OF
CLASS A FLOATING RATE ASSET BACKED VARIABLE FUNDING NOTE
THIS CLASS A NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A
TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"). THIS CLASS A NOTE HAS NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAW OF ANY STATE AND MAY
NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN A TRANSACTION
EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE
STATE SECURITIES OR "BLUE SKY" LAWS TO (1) NORDSTROM FSB OR ANY AFFILIATE
THEREOF, (2) A PERSON WHO THE HOLDER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING THEREOF IN RULE 144A UNDER THE SECURITIES
ACT ("RULE 144A") IN COMPLIANCE WITH RULE 144A OR (3) A PERSON WHO IS AN
INSTITUTIONAL "ACCREDITED INVESTOR" AS DEFINED IN RULE 501(a)(1), (2), (3) OR
(7) UNDER THE SECURITIES ACT, IN EACH CASE IN COMPLIANCE WITH THE CERTIFICATION
AND OTHER REQUIREMENTS SPECIFIED IN THE SERIES 2001-2 INDENTURE SUPPLEMENT
REFERRED TO HEREIN. NONE OF THE ISSUER, THE TRANSFEROR, THE TRANSFER AGENT AND
REGISTRAR OR THE INDENTURE TRUSTEE IS OBLIGATED TO REGISTER THE CLASS A NOTES
UNDER THE SECURITIES ACT OR ANY OTHER SECURITIES OR "BLUE SKY" LAW.
EACH PURCHASER REPRESENTS AND WARRANTS, FOR THE BENEFIT OF NORDSTROM
PRIVATE LABEL CREDIT CARD MASTER NOTE TRUST AND NORDSTROM FSB, THAT SUCH
PURCHASER IS NOT (1) AN EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA")) WHICH IS
SUBJECT TO THE PROVISIONS OF ERISA, (2) A PLAN (AS DEFINED IN SECTION 4975(e)(1)
OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OTHER THAN A
GOVERNMENTAL OR CHURCH PLAN DESCRIBED IN SECTION 4975(g)(2) OR (3) OF THE CODE)
WHICH IS SUBJECT TO SECTION 4975 OF THE CODE, OR (3) AN ENTITY WHOSE UNDERLYING
ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN'S INVESTMENT IN THE ENTITY
(UNLESS REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED).
NEITHER THIS CLASS A NOTE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED TO
AN EMPLOYEE BENEFIT PLAN, TRUST OR ACCOUNT SUBJECT TO THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED, OR DESCRIBED IN SECTION 4975(e)(1) OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
ANY TRANSFER OF A DIRECT OR INDIRECT INTEREST IN THIS CLASS A NOTE IS
SUBJECT TO THE PROVISIONS OF THE INDENTURE AND SUBJECT TO
A-1-1
CERTAIN LIMITATIONS THEREIN SET FORTH, INCLUDING SECTIONS 8.05 AND 8.08 OF THE
INDENTURE SUPPLEMENT.
THE OUTSTANDING PRINCIPAL BALANCE OF THIS CLASS A NOTE WILL BE REDUCED
FROM TIME TO TIME BY DISTRIBUTIONS ON THIS CLASS A NOTE ALLOCABLE TO PRINCIPAL.
IN ADDITION, THE PRINCIPAL BALANCE OF THIS CLASS A NOTE MAY BE INCREASED AT THE
REQUEST OF THE TRANSFEROR SUBJECT TO CERTAIN TERMS AND CONDITIONS SET FORTH IN
THE SERIES 2001-2 INDENTURE SUPPLEMENT REFERRED TO HEREIN. ACCORDINGLY,
FOLLOWING THE INITIAL ISSUANCE OF THE CLASS A NOTES, THE OUTSTANDING PRINCIPAL
BALANCE OF THIS CLASS A NOTE MAY BE DIFFERENT FROM THE OUTSTANDING PRINCIPAL
BALANCE SHOWN BELOW. ANYONE ACQUIRING THIS CLASS A NOTE MAY ASCERTAIN THE
CURRENT OUTSTANDING PRINCIPAL BALANCE OF THIS CLASS A NOTE BY INQUIRY OF THE
INDENTURE TRUSTEE. ON THE DATE OF THE INITIAL ISSUANCE OF THE CLASS A NOTES, THE
INDENTURE TRUSTEE IS XXXXX FARGO BANK MINNESOTA, NATIONAL ASSOCIATION.
A-1-2
INITIAL OUTSTANDING PRINCIPAL BALANCE
REGISTERED $__________(1)
No. R-__
NORDSTROM PRIVATE LABEL CREDIT CARD MASTER NOTE TRUST
SERIES 2001-2
CLASS A FLOATING RATE ASSET BACKED VARIABLE FUNDING NOTE
Nordstrom Private Label Credit Card Master Note Trust (herein referred
to as the "Issuer" or the "Trust"), a Delaware statutory business trust governed
by an Amended and Restated Trust Agreement dated as of October 1, 2001, for
value received, hereby promises to pay to _________________, or its registered
assigns, subject to the following provisions, the principal sum of
__________________ DOLLARS, or such greater or lesser amount as determined in
accordance with the Indenture, on the Series 2001-2 Final Maturity Date (which
is the Distribution Date occurring in the forty second calendar month following
the earlier to occur of (i) the commencement of the Scheduled Amortization
Period and (ii) the commencement of the Early Amortization Period). The Issuer
will pay interest on the unpaid principal amount of this Class A Note at the
Class A Note Rate on each Distribution Date until the principal amount of this
Note is paid in full. Interest on this Class A Note will accrue for each
Distribution Date from and including the most recent Distribution Date on which
interest has been paid to but excluding such Distribution Date or, for the
initial Distribution Date, from and including the Closing Date to but excluding
such Distribution Date. Interest will be computed on the basis of a 360-day year
and the actual number of days elapsed. Principal of this Class A Note shall be
paid in the manner specified on the reverse hereof.
The principal of and interest on this Class A Note are payable in such
coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts.
Reference is made to the further provisions of this Class A Note set
forth on the reverse hereof, which shall have the same effect as though fully
set forth on the face of this Class A Note.
Unless the certificate of authentication hereon has been executed by or
on behalf of the Indenture Trustee, by manual signature, this Class A Note shall
not be entitled to any benefit under the Indenture or the Indenture Supplement
referred to on the reverse hereof, or be valid for any purpose.
----------
(1) Denominations of $1,000 and integral multiples of $1,000 in excess thereof.
A-1-3
IN WITNESS WHEREOF, the Issuer has caused this Class A Note to be duly
executed.
NORDSTROM PRIVATE LABEL CREDIT CARD
MASTER NOTE TRUST, as Issuer
By: Wilmington Trust Company, not in
its individual capacity but solely
as Owner Trustee under the
Trust Agreement
By:
----------------------------------
Name:
Title
Dated: _________,_____
A-1-4
INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Class A Notes described in the within-mentioned Indenture.
XXXXX FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION,
as Indenture Trustee,
By:
----------------------------------
Authorized Signatory
A-1-5
NORDSTROM PRIVATE LABEL CREDIT CARD MASTER NOTE TRUST
SERIES 2001-2
CLASS A FLOATING RATE ASSET BACKED VARIABLE FUNDING NOTE
Summary of Terms and Conditions
This Class A Note is one of a duly authorized issue of Notes of the
Issuer, designated as Nordstrom Private Label Credit Card Master Note Trust,
Series 2001-2 (the "Series 2001-2 Notes"), issued under a Master Indenture dated
as of October 1, 2001 (the "Master Indenture"), between the Issuer and Xxxxx
Fargo Bank Minnesota, National Association, as indenture trustee (the "Indenture
Trustee"), as supplemented by the Indenture Supplement dated as of December 4,
2001 (the "Indenture Supplement"), and representing the right to receive certain
payments from the Issuer. The term "Indenture," unless the context otherwise
requires, refers to the Master Indenture as supplemented by the Indenture
Supplement. The Class A Notes are subject to all of the terms of the Indenture.
All terms used in this Class A Note that are defined in the Indenture shall have
the meanings assigned to them in or pursuant to the Indenture. In the event of
any conflict or inconsistency between the Indenture and this Note, the Indenture
shall control.
The Class B Notes will also be issued under the Indenture.
The Noteholder, by its acceptance of this Class A Note, agrees that it
will look solely to the property of the Trust allocated to the payment of this
Class A Note for payment hereunder and that the Indenture Trustee is not liable
to the Noteholders for any amount payable under the Class A Note or the
Indenture or, except as expressly provided in the Indenture, subject to any
liability under the Indenture.
This Class A Note does not purport to summarize the Indenture and
reference is made to the Indenture for the interests, rights and limitations of
rights, benefits, obligations and duties evidenced thereby, and the rights,
duties and immunities of the Indenture Trustee.
The Class A Initial Principal Balance is $0. The Class A Principal
Balance on any date will be an amount equal to (i) the Class A Initial Principal
Balance, plus (ii) the aggregate amount of Principal Balance Increases allocated
to the Class A Note made on or prior to such date, minus (iii) the aggregate
amount of principal payments made to the Class A Noteholders on or prior to such
date.
The Series 2001-2 Final Maturity Date is the Distribution Date occurring
in the forty second calendar month following the earlier to occur of (i) the
commencement of the Scheduled Amortization Period and (ii) the commencement of
the Early Amortization Period. Payments of principal of the Class A Notes shall
be payable in accordance with the provisions of the Indenture.
A-1-6
Subject to the terms and conditions of the Indenture, the Transferor
may, from time to time, direct the Owner Trustee, on behalf of the Trust, to
issue one or more new Series of Notes.
On each Distribution Date, the Paying Agent shall distribute to each
Class A Noteholder of record on the related Record Date (except for the final
distribution in respect of this Class A Note) such Class A Noteholder's pro rata
share of the amounts held by the Paying Agent that are allocated and available
on such Distribution Date to pay interest and principal on the Class A Notes
pursuant to the Indenture Supplement. Except as provided in the Indenture with
respect to a final distribution, distributions to Class A Noteholders shall be
made by (i) wire transfer to each Class A Noteholder at the account specified by
the Class A Agent to the Indenture Trustee and the Servicer and (ii) without
presentation or surrender of any Class A Note or the making of any notation
thereon. Final payment of this Class A Note will be made only upon presentation
and surrender of this Class A Note at the office or agency specified in the
notice of final distribution delivered by the Indenture Trustee to the Class A
Noteholders in accordance with the Indenture.
On any day occurring on or after the date on which the outstanding
principal balance of the Series 2001-2 Notes is reduced to 10% or less of the
highest outstanding principal balance of the Series 2001-2 Notes during the
Revolving Period, at any time on or after the Closing Date, the Servicer shall
have the option to redeem the Series 2001-2 Notes if it has determined, in its
sole estimation, that the cost of servicing the related Receivables is unduly
burdensome in relation to the benefit, at a purchase price equal to (i) if such
day is a Distribution Date, the Reassignment Amount for such Distribution Date
or (ii) if such day is not a Distribution Date, the Reassignment Amount for the
Distribution Date following such day.
THIS CLASS A NOTE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST
IN, THE TRANSFEROR, THE SERVICER OR ANY OF THEIR RESPECTIVE AFFILIATES AND IS
NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY
OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY.
Each Class A Noteholder, by accepting a Class A Note, hereby covenants
and agrees that it will not at any time institute against the Issuer or the
Transferor, or join in instituting against the Issuer or the Transferor, any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings,
or other proceedings under any United States federal or state bankruptcy or
similar law.
Except as otherwise provided in the Indenture Supplement, the Class A
Notes are issuable only in minimum denominations of $1,000 and integral
multiples of $1,000. The transfer of this Class A Note shall be registered in
the Note Register upon surrender of this Class A Note for registration of
transfer at any office or agency maintained by the Transfer Agent and Registrar
accompanied by a written instrument of transfer, in a form satisfactory to the
Indenture Trustee or the Transfer Agent and Registrar, duly executed by the
Class A Noteholder or such Class A Noteholder's attorney, and duly authorized in
writing with such signature guaranteed, and thereupon one or more new Class A
Notes in any authorized denominations of like aggregate principal amount will be
issued to the designated transferee or transferees.
A-1-7
As provided in the Indenture and subject to certain limitations therein
set forth, Class A Notes are exchangeable for new Notes in any authorized
denominations and of like aggregate principal amount, upon surrender of such
Class A Notes to be exchanged at the office or agency of the Transfer Agent and
Registrar. No service charge may be imposed for any such exchange but the Issuer
or Transfer Agent and Registrar may require payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in connection
therewith.
The Issuer, the Transferor, the Indenture Trustee and any agent of the
Issuer, Transferor or the Indenture Trustee shall treat the person in whose name
this Class A Note is registered as the owner hereof for all purposes, and
neither the Issuer, the Transferor, the Indenture Trustee nor any agent of the
Issuer, Transferor or the Indenture Trustee shall be affected by notice to the
contrary.
THIS CLASS A NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW
PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW), AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.
A-1-8
ASSIGNMENT
Social Security or other identifying number of assignee_________________________
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
_____________________________________
(name and address of assignee)
the within certificate and all rights thereunder, and hereby irrevocably
constitutes and appoints ____________________, attorney, to transfer said
certificate on the books kept for registration thereof, with full power of
substitution in the premises.
Dated: ____________ ________________________(2)
Signature Guaranteed:
(2) NOTE: The signature to this assignment must correspond with the name of the
registered owner as it appears on the face of the within Note in every
particular, without alteration, enlargement or any change whatsoever.
X-0-0
XXXXXXX X-0
FORM OF
CLASS B FLOATING RATE ASSET BACKED VARIABLE FUNDING NOTE
THIS CLASS B NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A
TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"). THIS CLASS B NOTE HAS NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAW OF ANY STATE AND MAY
NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN A TRANSACTION
EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE
STATE SECURITIES OR "BLUE SKY" LAWS TO (1) NORDSTROM FSB OR ANY AFFILIATE
THEREOF, (2) A PERSON WHO THE HOLDER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING THEREOF IN RULE 144A UNDER THE SECURITIES
ACT ("RULE 144A") IN COMPLIANCE WITH RULE 144A OR (3) A PERSON WHO IS AN
INSTITUTIONAL "ACCREDITED INVESTOR" AS DEFINED IN RULE 501(a)(1), (2), (3) OR
(7) UNDER THE SECURITIES ACT, IN EACH CASE IN COMPLIANCE WITH THE CERTIFICATION
AND OTHER REQUIREMENTS SPECIFIED IN THE SERIES 2001-2 INDENTURE SUPPLEMENT
REFERRED TO HEREIN. NONE OF THE ISSUER, THE TRANSFEROR, THE TRANSFER AGENT AND
REGISTRAR OR THE INDENTURE TRUSTEE IS OBLIGATED TO REGISTER THE CLASS B NOTES
UNDER THE SECURITIES ACT OR ANY OTHER SECURITIES OR "BLUE SKY" LAW.
EACH PURCHASER REPRESENTS AND WARRANTS, FOR THE BENEFIT OF NORDSTROM
PRIVATE LABEL CREDIT CARD MASTER NOTE TRUST AND NORDSTROM FSB, THAT SUCH
PURCHASER IS NOT (1) AN EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA")) WHICH IS
SUBJECT TO THE PROVISIONS OF ERISA, (2) A PLAN (AS DEFINED IN SECTION 4975(e)(1)
OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OTHER THAN A
GOVERNMENTAL OR CHURCH PLAN DESCRIBED IN SECTION 4975(g)(2) OR (3) OF THE CODE)
WHICH IS SUBJECT TO SECTION 4975 OF THE CODE, OR (3) AN ENTITY WHOSE UNDERLYING
ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN'S INVESTMENT IN THE ENTITY
(UNLESS REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED).
NEITHER THIS CLASS B NOTE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED TO
AN EMPLOYEE BENEFIT PLAN, TRUST OR ACCOUNT SUBJECT TO THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED, OR DESCRIBED IN SECTION 4975(e)(1) OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
ANY TRANSFER OF A DIRECT OR INDIRECT INTEREST IN THIS CLASS B NOTE IS
SUBJECT TO
A-2-1
CERTAIN LIMITATIONS THEREIN SET FORTH, INCLUDING SECTIONS 8.05 AND 8.08 OF THE
INDENTURE SUPPLEMENT.
THE OUTSTANDING PRINCIPAL BALANCE OF THIS CLASS B NOTE WILL BE REDUCED
FROM TIME TO TIME BY DISTRIBUTIONS ON THIS CLASS B NOTE ALLOCABLE TO PRINCIPAL.
IN ADDITION, THE PRINCIPAL BALANCE OF THIS CLASS B NOTE MAY BE INCREASED AT THE
REQUEST OF THE TRANSFEROR SUBJECT TO CERTAIN TERMS AND CONDITIONS SET FORTH IN
THE SERIES 2001-2 INDENTURE SUPPLEMENT REFERRED TO HEREIN. ACCORDINGLY,
FOLLOWING THE INITIAL ISSUANCE OF THE CLASS B NOTES, THE OUTSTANDING PRINCIPAL
BALANCE OF THIS CLASS B NOTE MAY BE DIFFERENT FROM THE OUTSTANDING PRINCIPAL
BALANCE SHOWN BELOW. ANYONE ACQUIRING THIS CLASS B NOTE MAY ASCERTAIN THE
CURRENT OUTSTANDING PRINCIPAL BALANCE OF THIS CLASS B NOTE BY INQUIRY OF THE
INDENTURE TRUSTEE. ON THE DATE OF THE INITIAL ISSUANCE OF THE CLASS B NOTES, THE
INDENTURE TRUSTEE IS XXXXX FARGO BANK MINNESOTA, NATIONAL ASSOCIATION.
A-2-2
INITIAL OUTSTANDING PRINCIPAL BALANCE
REGISTERED $__________(1)
No. R-__
NORDSTROM PRIVATE LABEL CREDIT CARD MASTER NOTE TRUST
SERIES 2001-2
CLASS B FLOATING RATE ASSET BACKED VARIABLE FUNDING NOTE
Nordstrom Private Label Credit Card Master Note Trust (herein referred
to as the "Issuer" or the "Trust"), a Delaware statutory business trust governed
by an Amended and Restated Trust Agreement dated as of October 1, 2001, for
value received, hereby promises to pay to _________________, or its registered
assigns, subject to the following provisions, the principal sum of
__________________ DOLLARS, or such greater or lesser amount as determined in
accordance with the Indenture, on the Series 2001-2 Final Maturity Date (which
is the Distribution Date occurring in the forty second calendar month following
the earlier to occur of (i) the commencement of the Scheduled Amortization
Period and (ii) the commencement of the Early Amortization Period). The Issuer
will pay interest on the unpaid principal amount of this Class B Note at the
Class B Note Rate on each Distribution Date until the principal amount of this
Note is paid in full. Interest on this Class B Note will accrue for each
Distribution Date from and including the most recent Distribution Date on which
interest has been paid to but excluding such Distribution Date or, for the
initial Distribution Date, from and including the Closing Date to but excluding
such Distribution Date. Interest will be computed on the basis of a 360-day year
and the actual number of days elapsed. Principal of this Class B Note shall be
paid in the manner specified on the reverse hereof.
The principal of and interest on this Class B Note are payable in such
coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts.
Reference is made to the further provisions of this Class B Note set
forth on the reverse hereof, which shall have the same effect as though fully
set forth on the face of this Class B Note.
Unless the certificate of authentication hereon has been executed by or
on behalf of the Indenture Trustee, by manual signature, this Class B Note shall
not be entitled to any benefit under the Indenture or the Indenture Supplement
referred to on the reverse hereof, or be valid for any purpose.
----------
(1) Denominations of $1,000 and integral multiples of $1,000 in excess thereof.
A-2-3
IN WITNESS WHEREOF, the Issuer has caused this Class B Note to be duly
executed.
NORDSTROM PRIVATE LABEL CREDIT
CARD MASTER NOTE TRUST, as Issuer
By: Wilmington Trust Company, not in
its individual capacity but solely
as Owner Trustee under the
Trust Agreement
By:
-----------------------------------
Name:
Title
Dated: _______, _____
A-2-4
INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Class B Notes described in the within-mentioned Indenture.
XXXXX FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION,
as Indenture Trustee,
By:
-----------------------------------
Authorized Signatory
A-2-5
NORDSTROM PRIVATE LABEL CREDIT CARD MASTER NOTE TRUST
SERIES 2001-2
CLASS B FLOATING RATE ASSET BACKED VARIABLE FUNDING NOTE
Summary of Terms and Conditions
This Class B Note is one of a duly authorized issue of Notes of the
Issuer, designated as Nordstrom Private Label Credit Card Master Note Trust,
Series 2001-2 (the "Series 2001-2 Notes"), issued under a Master Indenture dated
as of October 1, 2001 (the "Master Indenture"), between the Issuer and Xxxxx
Fargo Bank Minnesota, National Association, as indenture trustee (the "Indenture
Trustee"), as supplemented by the Indenture Supplement dated as of December 4,
2001 (the "Indenture Supplement"), and representing the right to receive certain
payments from the Issuer. The term "Indenture," unless the context otherwise
requires, refers to the Master Indenture as supplemented by the Indenture
Supplement. The Class B Notes are subject to all of the terms of the Indenture.
All terms used in this Class B Note that are defined in the Indenture shall have
the meanings assigned to them in or pursuant to the Indenture. In the event of
any conflict or inconsistency between the Indenture and this Note, the Indenture
shall control.
The Class A Notes will also be issued under the Indenture.
The Noteholder, by its acceptance of this Class B Note, agrees that it
will look solely to the property of the Trust allocated to the payment of this
Class B Note for payment hereunder and that the Indenture Trustee is not liable
to the Noteholders for any amount payable under the Class B Note or the
Indenture or, except as expressly provided in the Indenture, subject to any
liability under the Indenture.
This Class B Note does not purport to summarize the Indenture and
reference is made to the Indenture for the interests, rights and limitations of
rights, benefits, obligations and duties evidenced thereby, and the rights,
duties and immunities of the Indenture Trustee.
The Class B Initial Principal Balance is $[_]. The Class B Principal
Balance on any date will be an amount equal to (i) the Class B Initial Principal
Balance, plus (ii) the aggregate amount of Principal Balance Increases allocated
to the Class B Note made on or prior to such date, minus (iii) the aggregate
amount of principal payments made to the Class B Noteholders on or prior to such
date.
The Series 2001-2 Final Maturity Date is the Distribution Date occurring
in the forty second calendar month following the earlier to occur of (i) the
commencement of the Scheduled Amortization Period and (ii) the commencement of
the Early Amortization Period. Payments of principal of the Class B Notes shall
be payable in accordance with the provisions of the Indenture.
A-2-6
Subject to the terms and conditions of the Indenture, the Transferor
may, from time to time, direct the Owner Trustee, on behalf of the Trust, to
issue one or more new Series of Notes.
On each Distribution Date, the Paying Agent shall distribute to each
Class B Noteholder of record on the related Record Date (except for the final
distribution in respect of this Class B Note) such Class B Noteholder's pro rata
share of the amounts held by the Paying Agent that are allocated and available
on such Distribution Date to pay interest and principal on the Class B Notes
pursuant to the Indenture Supplement. Except as provided in the Indenture with
respect to a final distribution, distributions to Class B Noteholders shall be
made by (i) wire transfer to each Class B Noteholder at the account specified by
the Class B Agent to the Indenture Trustee and the Servicer and (ii) without
presentation or surrender of any Class B Note or the making of any notation
thereon. Final payment of this Class B Note will be made only upon presentation
and surrender of this Class B Note at the office or agency specified in the
notice of final distribution delivered by the Indenture Trustee to the Class B
Noteholders in accordance with the Indenture.
On any day occurring on or after the date on which the outstanding
principal balance of the Series 2001-2 Notes is reduced to 10% or less of the
highest outstanding principal balance of the Series 2001-2 Notes during the
Revolving Period, at any time on or after the Closing Date, the Servicer shall
have the option to redeem the Series 2001-2 Notes if it has determined, in its
sole estimation, that the cost of servicing the related Receivables is unduly
burdensome in relation to the benefit, at a purchase price equal to (i) if such
day is a Distribution Date, the Reassignment Amount for such Distribution Date
or (ii) if such day is not a Distribution Date, the Reassignment Amount for the
Distribution Date following such day.
THIS CLASS B NOTE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST
IN, THE TRANSFEROR, THE SERVICER OR ANY OF THEIR RESPECTIVE AFFILIATES AND IS
NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY
OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY.
Each Class B Noteholder, by accepting a Class B Note, hereby covenants
and agrees that it will not at any time institute against the Issuer or the
Transferor, or join in instituting against the Issuer or the Transferor, any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings,
or other proceedings under any United States federal or state bankruptcy or
similar law.
Except as otherwise provided in the Indenture Supplement, the Class B
Notes are issuable only in minimum denominations of $1,000 and integral
multiples of $1,000. The transfer of this Class B Note shall be registered in
the Note Register upon surrender of this Class B Note for registration of
transfer at any office or agency maintained by the Transfer Agent and Registrar
accompanied by a written instrument of transfer, in a form satisfactory to the
Indenture Trustee or the Transfer Agent and Registrar, duly executed by the
Class B Noteholder or such Class B Noteholder's attorney, and duly authorized in
writing with such signature guaranteed, and thereupon one or more new Class B
Notes in any authorized denominations of like aggregate principal amount will be
issued to the designated transferee or transferees.
A-2-7
As provided in the Indenture and subject to certain limitations therein
set forth, Class B Notes are exchangeable for new Notes in any authorized
denominations and of like aggregate principal amount, upon surrender of such
Class B Notes to be exchanged at the office or agency of the Transfer Agent and
Registrar. No service charge may be imposed for any such exchange but the Issuer
or Transfer Agent and Registrar may require payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in connection
therewith.
The Issuer, the Transferor, the Indenture Trustee and any agent of the
Issuer, Transferor or the Indenture Trustee shall treat the person in whose name
this Class B Note is registered as the owner hereof for all purposes, and
neither the Issuer, the Transferor, the Indenture Trustee nor any agent of the
Issuer, Transferor or the Indenture Trustee shall be affected by notice to the
contrary.
THIS CLASS B NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW
PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW), AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.
A-2-8
ASSIGNMENT
Social Security or other identifying number of assignee_________________________
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
_____________________________________
(name and address of assignee)
the within certificate and all rights thereunder, and hereby irrevocably
constitutes and appoints ____________________, attorney, to transfer said
certificate on the books kept for registration thereof, with full power of
substitution in the premises.
Dated: ____________ ___________________________(2)
Signature Guaranteed:
----------
(2) NOTE: The signature to this assignment must correspond with the name of the
registered owner as it appears on the face of the within Note in every
particular, without alteration, enlargement or any change whatsoever.
A-2-9
EXHIBIT B
FORM OF MONTHLY SERVICER REPORT
[TO BE SEPARATELY PROVIDED BY NORDSTROM FSB]
EXHIBIT C
FORM OF INVESTMENT LETTER
_________, ___ 20__
Nordstrom FSB
00000 Xxxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Attn: ________________
Xxxxx Fargo Bank Minnesota, National Association,
as Indenture Trustee
000 Xxxxxxxxx Xxxxxx
XXX X0000-000
Xxxxxxxxxxx, Xxxxxxxxx 00000
Attn: Corporate Trust, Asset-Backed Securities
Re: Nordstrom Private Label Credit Card Master Note Trust Series 2001-2
Notes (the "Notes")
Ladies and Gentlemen:
This letter (the "Investment Letter") is delivered by
[__________________] (the "Purchaser") pursuant to Section 8.08(c) of the Series
0000-0 Xxxxxxxxx Supplement, dated as of December 4, 2001 to the Master
Indenture, dated as of October 1, 2001 (as so supplemented, the "Agreement"),
between Nordstrom Private Label Credit Card Master Note Trust (the "Trust") and
Xxxxx Fargo Bank Minnesota, National Association (the "Indenture Trustee").
Capitalized terms used herein without definition shall have the meanings set
forth in the Agreement. The Purchaser represents to the Transferor and the
Indenture Trustee as follows:
(i) the Purchaser has such knowledge and experience in financial
and business matters as to be capable of evaluating the merits and risks
of an investment in the Notes and the Purchaser is able to bear the
economic risk of such investment;
(ii) the Purchaser has reviewed the Agreement and the Transfer
and Servicing Agreement (including the respective schedules and exhibits
thereto) and has had the opportunity to perform due diligence with
respect thereto and to ask questions of and receive answers from the
Transferor and its representatives concerning the Transferor, the Trust
and the Notes;
(iii) the Purchaser is not acquiring the Notes as an agent or
otherwise for any other person. The Purchaser is a [__________]
corporation;
(iv) the Purchaser is an "accredited investor" as defined in
Rule 501 promulgated by the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended. The
Purchaser understands that the offering and sale
C-1
of the Notes have not been and will not be registered under the
Securities Act of 1933, as amended, and have not and will not be
registered or qualified under any applicable "blue sky" law, and that
the offering and sale of the Notes have not been reviewed by, passed on
or submitted to any federal or state agency or commission, securities
exchange or other regulatory body;
(v) the Purchaser is acquiring the Notes without a view to any
distribution, resale or other transfer thereof, except as contemplated
by the following sentence. The Purchaser will not resell, participate or
otherwise transfer the Notes, any interest therein or any portion
thereof, unless (A) it receives a letter from the buyer or transferee
thereof or participant therein in substantially the form hereof, and (B)
such sale, participation or transfer is (i) a transaction exempt from
the registration requirements of the Securities Act of 1933, as amended,
and applicable state securities or "blue sky" laws; (ii) to the
Transferor or any affiliate of the Transferor; (iii) to a person who the
Purchaser and the Agent reasonably believe is a qualified institutional
buyer (within the meaning thereof in Rule 144A under the Securities Act
of 1933, as amended) that is aware that the resale or other transfer is
being made in reliance upon Rule 144A; or (iv) pursuant to Regulation S
under the Securities Act of 1933, as amended.
(vi) the Purchaser understands that each Note will bear a legend
to substantially the following effect:
THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A
TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"). THIS NOTE HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAW OF ANY
STATE AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED
EXCEPT IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND APPLICABLE STATE SECURITIES OR "BLUE SKY" LAWS TO (1)
NORDSTROM FSB OR ANY AFFILIATE THEREOF, (2) A PERSON WHO THE HOLDER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING THEREOF IN RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") IN
COMPLIANCE WITH RULE 144A OR (3) A PERSON WHO IS AN INSTITUTIONAL
"ACCREDITED INVESTOR" AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7)
UNDER THE SECURITIES ACT, IN EACH CASE IN COMPLIANCE WITH THE
CERTIFICATION AND OTHER REQUIREMENTS SPECIFIED IN THE SERIES 2001-2
INDENTURE SUPPLEMENT REFERRED TO HEREIN. NONE OF THE ISSUER, THE
TRANSFEROR, THE TRANSFER AGENT AND REGISTRAR OR THE INDENTURE TRUSTEE IS
OBLIGATED TO REGISTER THE NOTES UNDER THE SECURITIES ACT OR ANY OTHER
SECURITIES OR "BLUE SKY" LAW.
EACH PURCHASER REPRESENTS AND WARRANTS, FOR THE BENEFIT OF
NORDSTROM PRIVATE LABEL CREDIT CARD MASTER NOTE TRUST AND NORDSTROM FSB,
THAT SUCH PURCHASER IS NOT (1) AN EMPLOYEE
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BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA")) WHICH IS SUBJECT TO
THE PROVISIONS OF ERISA, (2) A PLAN (AS DEFINED IN SECTION 4975(e)(1) OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OTHER THAN A
GOVERNMENTAL OR CHURCH PLAN DESCRIBED IN SECTION 4975(g)(2) OR (3) OF
THE CODE) WHICH IS SUBJECT TO SECTION 4975 OF THE CODE, OR (3) AN ENTITY
WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN'S
INVESTMENT IN THE ENTITY (UNLESS REGISTERED UNDER THE INVESTMENT COMPANY
ACT OF 1940, AS AMENDED).
NEITHER THIS NOTE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED TO
AN EMPLOYEE BENEFIT PLAN, TRUST OR ACCOUNT SUBJECT TO THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR DESCRIBED IN
SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
ANY TRANSFER OF A DIRECT OR INDIRECT INTEREST IN THIS NOTE IS
SUBJECT TO THE PROVISIONS OF THE INDENTURE AND SUBJECT TO CERTAIN
LIMITATIONS THEREIN SET FORTH, INCLUDING SECTIONS 8.04 AND 8.07 OF THE
INDENTURE SUPPLEMENT.
THE OUTSTANDING PRINCIPAL BALANCE OF THIS NOTE WILL BE REDUCED
FROM TIME TO TIME BY DISTRIBUTIONS ON THIS NOTE ALLOCABLE TO PRINCIPAL.
IN ADDITION, THE PRINCIPAL BALANCE OF THIS NOTE MAY BE INCREASED AT THE
REQUEST OF THE TRANSFEROR SUBJECT TO CERTAIN TERMS AND CONDITIONS SET
FORTH IN THE SERIES 2001-2 INDENTURE SUPPLEMENT REFERRED TO HEREIN.
ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE NOTES, THE
OUTSTANDING PRINCIPAL BALANCE OF THIS NOTE MAY BE DIFFERENT FROM THE
INITIAL OUTSTANDING PRINCIPAL BALANCE SHOWN BELOW. ANYONE ACQUIRING THIS
NOTE MAY ASCERTAIN THE CURRENT OUTSTANDING PRINCIPAL BALANCE OF THIS
NOTE BY INQUIRY OF THE INDENTURE TRUSTEE. ON THE DATE OF THE INITIAL
ISSUANCE OF THE NOTES, THE INDENTURE TRUSTEE IS XXXXX FARGO BANK
MINNESOTA, NATIONAL ASSOCIATION.
(vii) this Investment Letter has been duly authorized, executed
and delivered and constitutes the legal, valid and binding obligations
of the Purchaser, enforceable against the Purchaser in accordance with
its terms, except as such enforceability may be limited by receivership,
conservatorship, bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting the enforcement of creditors' rights generally
and general principles of equity;
(viii) the Purchaser represents and warrants that it is not (i)
an employee benefit plan (as defined in Section 3(3) of ERISA) that is
subject to the provisions of Title I of ERISA, (ii) a plan described in
Section 4975(e)(1) of the Internal Revenue Code, or (iii)
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an entity whose underlying assets include plan assets by reason of a
plan's investment in such entity;
(ix) the Purchaser, by its acceptance of the interest in the
Notes purchased hereunder, agrees to treat the Notes for federal, state
and local income and franchise tax purposes as indebtedness of the
Transferor; and
(x) The Purchaser shall, prior to the date on which the first
interest payment hereunder is due thereto, provide to the Servicer and
the Indenture Trustee (i) if the Purchaser is incorporated or organized
under the laws of a jurisdiction outside the United States, two duly
completed copies of the United States Internal Revenue Service Form
W-8ECI or successor applicable or required forms, (ii) a duly completed
copy of United States International Revenue Service Form W-9 or
successor applicable or required forms, and (iii) such other forms and
information as may be required to confirm the availability of any
applicable exemption from United States federal, state or local
withholding taxes. The Purchaser agrees to provide to the Servicer and
Indenture Trustee like additional subsequent duly completed forms
satisfactory to the Servicer and Indenture Trustee on or before the date
that any such form expires or becomes obsolete, or upon the occurrence
of any event requiring an amendment, resubmission or change in the most
recent form previously delivered to it, and to provide such extensions
or renewals as may be reasonably requested by the Servicer or Indenture
Trustee. The Purchaser certifies, represents and warrants that as of the
date of its acquisition of an interest in the Notes that (i) it is
entitled (x) to receive payments under the Agreement without deduction
or withholding of any United States federal income taxes (other than
taxes required to be withheld pursuant to Section 1446 of the Code) and
(y) to an exemption from United States backup withholding tax and (ii)
it will pay any taxes attributable to its ownership of an interest in
the Notes.
Very truly yours,
[______________________________],
as Purchaser
By:
-----------------------------
Name:
Title:
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EXHIBIT D
FORM OF PRINCIPAL BALANCE INCREASE REQUEST
Nordstrom FSB
00000 Xxxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Attn: [_____________]
Xxxxx Fargo Bank Minnesota, National Association,
as Indenture Trustee
000 Xxxxxxxxx Xxxxxx
XXX X0000-000
Xxxxxxxxxxx, Xxxxxxxxx 00000
Attn: Corporate Trust, Asset-Backed Securities
[NAME OF AGENT]
[Address]
Attention: [____________]
Re: Nordstrom Private Label Credit Card Master Note Trust, Series 2001-2
Ladies and Gentlemen:
Pursuant to Section 4.10 of the Series 0000-0 Xxxxxxxxx Supplement,
dated as of December 4, 2001 (the "Indenture Supplement") between Nordstrom
Private Label Credit Card Master Note Trust (the "Issuer") and Xxxxx Fargo Bank
Minnesota, National Association, as Indenture Trustee (terms defined therein
being used herein as therein defined), the Issuer hereby irrevocably requests a
Principal Balance Increase.
1 Proposed Principal Balance Increase Date: ___________
2 Amount of requested Principal Balance Increase with respect to Class A
Note (lesser of minimum amount of $__________ or remaining Class A Maximum
Principal Balance)....................................................................... $_____________
3 Class A Purchase Price................................................................... $_____________
4 Remaining Class A Maximum Principal Balance (after giving effect to the
requested Principal Balance Increase).................................................... $_____________
5 Amount of requested Principal Balance Increase with respect to Class B
Note (lesser of minimum amount of $__________ or remaining Class B
Maximum Principal Balance)............................................................... $_____________
6 Class B Purchase Price................................................................... $_____________
7 Remaining Class B Maximum Principal Balance (after giving effect to the
requested Principal Balance Increase) ................................................... $_____________
8 Certifications:
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(a) The representations and warranties of Nordstrom Private Label
Receivables LLC ("Transferor") in the Transfer and Servicing
Agreement dated as of October 1, 2001 (the "Transfer and
Servicing Agreement"), among the Transferor, Nordstrom fsb, as
Servicer, and Xxxxx Fargo Bank Minnesota, National Association,
as Indenture Trustee (the "Indenture Trustee"), and the Note
Purchase Agreement dated as of December 4, 2001 (the "Note
Purchase Agreement"), among the Transferor, the Conduit
Purchaser, the Agent and the Committed Purchasers named therein,
are true and correct on the date hereof.
(b) The conditions to the Incremental Funding specified in Section
2.03(b) of the Class A Note Purchase Agreement have been
satisfied and/or will be satisfied as of the applicable
Incremental Funding Date.
The Issuer requests that such increase in the Principal Balance Increase
be made and the proceeds of such increase in the Note Principal Balance be
remitted on the applicable Increase Date in immediately available funds to the
Transferor, in each case in accordance with the terms and conditions specified
in the Indenture Supplement and the Class A Note Purchase Agreement.
Such Principal Balance Increase is requested to be made on the
______________.
NORDSTROM PRIVATE LABEL CREDIT CARD
MASTER NOTE TRUST, as Issuer
By: Wilmington Trust Company, not in
its individual capacity but solely
as Owner Trustee under the
Trust Agreement
By:
-----------------------------------
Name:
Title
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EXHIBIT E
FORM OF PRINCIPAL BALANCE INCREASE CONFIRMATION
[Date]
Xxxxx Fargo Bank Minnesota, National Association,
as Indenture Trustee
000 Xxxxxxxxx Xxxxxx
XXX X0000-000
Xxxxxxxxxxx, Xxxxxxxxx 00000
Attn: Corporate Trust, Asset-Backed Securities
Re: Nordstrom Private Label Credit Card Master Note Trust, Series 2001-2
Notes
Ladies and Gentlemen:
Pursuant to Section 4.10(b) of the Series 0000-0 Xxxxxxxxx Supplement,
dated as of December 4, 2001, to the Master Indenture, dated as of October 1,
2001, each by and between Nordstrom Private Label Credit Card Master Note Trust,
a Delaware business trust, and Xxxxx Fargo Bank Minnesota, National Association,
a national banking association, as Indenture Trustee (terms defined therein
being used herein as therein defined), the undersigned hereby advise the
Indenture Trustee that on the [_________] Increase Date a Principal Balance
Increase in the aggregate amount of $__________,was made by [ ].
[NAME OF AGENT],
as Agent
By:
-----------------------------------
Name:
Title
