RECEIVABLES PURCHASE AGREEMENT
This Receivables Purchase Agreement is executed by and between
Nordstrom, Inc., a Washington corporation ("Nordstrom") and Nordstrom
Credit, Inc., a Colorado corporation and a wholly owned subsidiary of
Nordstrom ("Credit").
WHEREAS Credit is the owner and holder of certain amounts owing, from
time to time, by a person or persons, including any guarantor thereof,
under certain VISA accounts (I) owned by Nordstrom National Credit Bank
as of July 31, 1996, other than VISA accounts which are 30 days or more
delinquent on a contractual basis as of July 31, 1996, or (ii)
originated y Nordstrom National Credit Bank during the period from the
close of business on July 31, 1996 to the close of business on August
14, 1996, including in each case without limitation, amounts owing for
the purchase of merchandise and services, periodic finance charges, cash
advances and cash advance fees, access checks, annual cardholder fees,
credit insurance premiums, late fees, overlimit fees, return check fees
and all other fees and charges, and all monies due or to become due with
respect to any of the foregoing and all proceeds (including "proceeds"
as defined in the Uniform Commercial Code (the "UCC") of the State of
Colorado) thereof, the aggregate amount of which as of July 31, 1996 was
$208,462,983 (the "Receivables"); and
WHEREAS Nordstrom desire to purchase from Credit, and Credit desires
to sell to Nordstrom, the Receivables;
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Credit hereby sells, transfers, assigns and conveys to Nordstrom
all of Credit's right, title and interest in and to the Receivables, and
Nordstrom hereby purchases all of such right, title and interest in and
to the Receivables for a purchase price of $208,462,983; and
2. Credit agrees to do and perform, from time to time, any and all
acts and to execute any and all further instruments required or
reasonably requested by Nordstrom more fully to effect the purposes of
this Agreement, including, without limitation, a financing statement
relating to the transfer of the Receivables pursuant to this Agreement
under the provisions of the UCC of the State of Colorado and any other
applicable state and any financing statements or continuation statements
relating to the Receivables requested by Nordstrom for filing under the
provisions of the UCC of the State of Colorado or any other applicable
state.
This Agreement shall be construed in accordance with the laws of the
State of Colorado, without reference to its conflict of law provisions,
and the obligations, rights and remedies of the parties hereunder shall
be determined in accordance with such laws.
DATED this 14th day of August, 1996.
NORDSTROM, INC.,
a Washington corporation
By /s/ Xxxx X. Xxxxxxxx
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Xxxx X. Xxxxxxxx, Executive
Vice President
NORDSTROM CREDIT, INC.
a Colorado corporation
By /s/ Xxxx X. Xxxxxxxx
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Xxxx X. Xxxxxxxx, Executive
Vice President
