[Exhibit 4.2]
NORDSTROM CREDIT CARD MASTER NOTE TRUST II,
as Issuer,
and
XXXXX FARGO BANK, NATIONAL ASSOCIATION,
as Indenture Trustee
TABLE OF CONTENTS
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ARTICLE ONE
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DEFINITIONS
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Section 1.01. |
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Definitions |
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Section 1.02. |
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Other Definitional Provisions. |
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ARTICLE TWO
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CREATION OF THE SERIES 2007-1 NOTES
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Section 2.01. |
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Designation. |
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Section 2.02. |
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Forms of Series 2007-1 Notes. |
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Section 2.03. |
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Registration; Registration of Transfer and Exchange. |
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ARTICLE THREE
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SERVICING FEE
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Section 3.01. |
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Servicing Fee. |
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ARTICLE FOUR
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RIGHTS OF SERIES 2007-1 NOTEHOLDERS AND
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ALLOCATION AND APPLICATION OF COLLECTIONS
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Section 4.01. |
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Collections and Allocations. |
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Section 4.02. |
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Determination of Monthly Interest, Monthly Principal and Interest Rate. |
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Section 4.03. |
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Application of Available Finance Charge Collections and Available Principal Collections |
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Section 4.04. |
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Investor Charge-Offs |
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Section 4.05. |
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Reallocated Principal Collections |
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Section 4.06. |
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Excess Finance Charge Collections |
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Section 4.07. |
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Shared Principal Collections |
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Section 4.08. |
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Principal Funding Account. |
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Section 4.09. |
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Reserve Account. |
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Section 4.10. |
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Eligible Investments. |
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ARTICLE FIVE
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DELIVERY OF SERIES 2007-1 NOTES; DISTRIBUTIONS;
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REPORTS TO SERIES 2007-1 NOTEHOLDERS
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Section 5.01. |
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Delivery and Payment for the Series 2007-1 Notes |
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Section 5.02. |
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Distributions. |
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Section 5.03. |
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Reports and Statements to Series 2007-1 Noteholders. |
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ARTICLE SIX
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SERIES 2007-1 PAY OUT EVENTS
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Section 6.01. |
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Series 2007-1 Pay Out Events |
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ARTICLE SEVEN
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REDEMPTION OF SERIES 2007-1 NOTES;
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FINAL DISTRIBUTIONS; SERIES TERMINATION
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Section 7.01. |
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Optional Redemption of Series 2007-1 Notes; Final Distributions. |
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Section 7.02. |
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Series Termination |
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ARTICLE EIGHT
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MISCELLANEOUS PROVISIONS
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Section 8.01. |
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Ratification of Master Indenture; Amendments |
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Section 8.02. |
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Counterparts |
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Section 8.03. |
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GOVERNING LAW |
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Section 8.04. |
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Limitation of Liability |
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EXHIBITS
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EXHIBIT A-1 |
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Form of Class A Note |
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A-1-1 |
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EXHIBIT A-2 |
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Form of Class B Note |
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A-2-1 |
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EXHIBIT A-3 |
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Form of Class C Note |
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A-3-1 |
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EXHIBIT B |
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Form of Monthly Payment Instructions and Notification to the Indenture Trustee |
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B-1 |
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EXHIBIT C |
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Form of Monthly Statement |
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C-1 |
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EXHIBIT D |
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Form of Monthly Servicer's Certificate |
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D-1 |
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EXHIBIT E |
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Form of Investment Letter for Transfer of Class A or Class B Notes |
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E-1 |
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EXHIBIT F |
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Form of Investment Letter for Transfer of Class C Notes |
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F-1 |
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This Series 2007-1
Indenture Supplement, dated as of May 1, 2007 (the “2007-1
Indenture
Supplement”), is between Nordstrom Credit Card Master Note Trust II (formerly known as Nordstrom
Private Label Credit Card Master Note Trust), a statutory trust organized and existing under the
laws of the State of Delaware (the “Issuer” or the “Trust”), and Xxxxx Fargo Bank, National
Association, a national banking association, not in its individual capacity, but solely as
indenture trustee under the Master Indenture (together with its successors in the trusts thereunder
as provided in the Amended and Restated Master Indenture, dated as of May 1, 2007 (the “Master
Indenture”), between the Issuer and Xxxxx Fargo Bank, National Association, the “Indenture
Trustee”).
RECITALS
Section 2.12 of the Master Indenture provides that the Issuer may, pursuant to one or more
Indenture Supplements, direct the Indenture Trustee, on behalf of the Issuer, to issue one or more
Series of Notes and to set forth the Principal Terms of such Series; and
WHEREAS, pursuant to this Series 2007-1
Indenture Supplement, the Issuer and the Indenture
Trustee shall create a new Series of Notes and specify the Principal Terms thereof.
ARTICLE ONE
DEFINITIONS
Section 1.01.
Definitions. Whenever used in this
Indenture Supplement, the following
words and phrases shall have the following meanings:
“Accumulation Period Factor” means, with respect to any Monthly Period, a fraction,
the numerator of which is equal to the sum of the initial invested amounts of all outstanding
Series, and the denominator of which is equal to the sum of (i) the Initial Invested Amount, (ii)
the initial invested amounts of all outstanding Series (other than Series 2007-1) which are not
expected to be in their revolving period, and (iii) the initial invested amounts of all other
outstanding Series which are not allocating Shared Principal Collections to other Series and are in
their revolving periods; provided, however, that this definition may be changed at any time if the
Rating Agency Condition is satisfied.
“Accumulation Period Length” has the meaning set forth in Section 4.03(f).
“Accumulation Shortfall” means, with respect to (i) a Distribution Date prior to the
Controlled Accumulation Period, zero (ii) the first Distribution Date during the Controlled
Accumulation Period, the excess, if any, of the Controlled Accumulation Amount over the amount
deposited in the Principal Funding Account on that Distribution Date and (iii) each subsequent
Distribution Date during the Controlled Accumulation Period, the excess, if any, of the Controlled
Deposit Amount for the prior Distribution Date over the amount deposited in the Principal Funding
Account pursuant to Section 4.03(c) on such Distribution Date.
“Additional Interest” means, with respect to any Distribution Date, Class A Additional
Interest, Class B Additional Interest and Class C Additional Interest.
“Adjusted Invested Amount” means, for any Determination Date, an amount equal to the
Invested Amount, minus the amount on deposit in the Principal Funding Account, in each case as of
the Determination Date.
“Available Finance Charge Collections” means, with respect to any Monthly Period and
the related Distribution Date, an amount equal to the sum of (i) the Investor Finance Charge
Collections, (ii) the Excess Finance Charge Collections allocated to Series 2007-1, (iii) the
Reserve Account Draw Amount and (iv) Principal Funding Investment Proceeds, if any.
“Available Principal Collections” means, with respect to any Monthly Period and the
related Distribution Date, an amount equal to the (i) Investor Principal Collections minus (ii) the
amount of Reallocated Principal Collections which pursuant to Section 4.05 are required to be
applied on such Distribution Date, plus (iii) any Shared Principal Collections that are allocated
to Series 2007-1 in accordance with Section 8.05 of the Master Indenture and Section 4.07 hereof,
plus (iv) the aggregate amount to be treated as Available Principal Collections pursuant to
Sections 4.03(a)(v), (vi) and to the extent applicable (vii) for such Distribution Date.
“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 Interest Rate and the Class B Note
Interest Rate.
“Benefit Plan” means an employee benefit plan, as defined in Section 3(3) of ERISA,
that is subject to Title I of ERISA, a plan, as defined in Section 4975(e)(1) of the Code, that is
subject to Section 4975 of the Code, and any entity deemed to hold plan assets of any of the
foregoing by reason of an employee benefit plan’s or plan’s investment in the entity or otherwise
under ERISA.
“Benefit Plan Investor” has the meaning set forth in Section 2.03(f)(i).
“Class” means the Class A Notes, Class B Notes or Class C Notes, as applicable.
“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, and the denominator of which
is 360, (ii) the Class A Note Interest Rate in effect with respect to the related Interest Period
and (iii) the Class A Interest Shortfall for the preceding Distribution Date (which shall be zero
in the case of the first 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 Covered Amount” equals for any Distribution Date, the product of (i) the
Class A Note Interest Rate for the related Interest Period, (ii) a fraction, the numerator of which
is 30, and the denominator of which is 360 and (iii) the balance on deposit in the Principal
Funding Account on the first day of such Interest Period, up to the Class A Note Principal Balance
as of the related Record Date.
2
“Class A 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 4.03(a)(ii) 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 4.03(a)(ii) on such Distribution Date.
“Class A Monthly Interest” means, with respect to any Distribution Date, an amount of
monthly interest distributable from the Collection Account with respect to the Class A Notes on
such Distribution Date equal to the product of (i) a fraction, the numerator of which is 30 and the
denominator of which is 360, (ii) the Class A Note Interest Rate and (iii) the Class A Note
Principal Balance as of the close of business on the last day of the related Monthly Period (or,
with respect to the initial Distribution Date, the Class A Note Initial Principal Balance).
“Class A Note Initial Principal Balance” means $325,500,000.
“Class A Note Interest Rate” means 4.92% per annum.
“Class A Note Principal Balance” means, on any date of determination, an amount equal
to (i) the Class A Note Initial Principal Balance, minus (ii) the aggregate amount of principal
payments made to the Class A Noteholders on or prior to such date.
“Class A Noteholder” means the Person in whose name a Class A Note is registered in
the Note Register.
“Class A Notes” means any one of the 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 Reallocated Principal Amount” means, with respect to any Distribution Date,
the lesser of:
(i) the excess of the amounts described in Sections 4.03(a)(i) and (ii) over the amount
actually distributed pursuant to such Sections; and
(ii) the greater of (a)(1) the product of (A) 13.50% and (B) the Initial Invested
Amount minus (b) 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 or $0, in the case of the first
Distribution Date) and (ii) 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 and the denominator of which
is 360, (ii) the Class B Note Interest Rate in effect with respect to the related Interest Period
and (iii) the Class B Interest Shortfall for the preceding Distribution Date (which shall be zero
in the case of the first 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.
3
“Class B Covered Amount” equals for any Distribution Date, the product of (i) the
Class B Interest Rate for the related Interest Period, (ii) a fraction, the numerator of which is
30, and whose denominator is 360 and (iii) the balance of the Principal Funding Account on the
first day of the related Interest Period in excess of the Class A Note Principal Balance as of the
related Record Date, up to the Class B Note Principal Balance as of the related Record Date.
“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 4.03(a)(iii) 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 4.03(a)(iii) on such Distribution Date.
“Class B Monthly Interest” means, with respect to any Distribution Date, the amount of
monthly interest distributable from the Collection Account with respect to the Class B Notes on
such Distribution Date and which shall be an amount equal to the product of (i) a fraction, the
numerator of which is 30, and the denominator of which is 360, (ii) the Class B Note Interest Rate
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 Initial Principal Balance” means $24,500,000.
“Class B Note Interest Rate” means 5.02% per annum.
“Class B Note Principal Balance” means, on any date of determination, an amount equal
to (i) the Class B Note Initial Principal Balance, minus (ii) 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 Notes” means any one of the 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 Reallocated Principal Amount” means, with respect to any Distribution Date,
the lesser of:
(i) the excess of the amount described in Section 4.03(a)(iii) over the amount actually
distributed pursuant to such Section; and
(ii) the greater of (a)(1) the product of (A) 7.0% and (B) the Initial Invested Amount
minus (b) 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, or $0 in the case of the first
Distribution Date) and (ii) zero.
4
“Class C 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, and the denominator of which
is 360, (ii) the Class C Note Interest Rate in effect with respect to such Interest Period and
(iii) the Class C Interest Shortfall for the preceding Distribution Date. Notwithstanding anything
to the contrary herein, Class C Additional Interest shall be payable or distributed to the Class C
Noteholders only to the extent permitted by applicable law.
“Class C 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 4.03(a)(iv) over (ii)
the aggregate amount of Available Finance Charge Collections allocated and paid for such amounts on
such Distribution Date.
“Class C Monthly Interest” means, with respect to any Distribution Date, the amount of
monthly interest distributable from the Collection Account with respect to the Class C Notes on
such Distribution Date and which shall be an amount equal to the product of (i) a fraction, the
numerator of which is 30, and the denominator of which is 360, times (ii) the Class C Note Interest
Rate in effect with respect to the related Interest Period and (iii) the Class C Note Principal
Balance as of the close of business on the last day of the related Monthly Period (or, with respect
to the initial Distribution Date, the Class C Note Initial Principal Balance).
“Class C Note Initial Principal Balance” means $26,400,000.
“Class C Note Interest Rate” means a per annum rate of 0.00% or the rate specified by
the Transferor pursuant to Section 4.02(b).
“Class C Note Principal Balance” means on any date of determination, an amount equal
to (i) the Class C Note Initial Principal Balance, minus (ii) the aggregate amount of principal
payments made to the Class C Noteholders on or prior to such date.
“Class C Noteholder” means the Person in whose name a Class C Note is registered in
the Note Register.
“Class C Notes” means any one of the Notes executed by the Issuer and authenticated by
or on behalf of the Indenture Trustee, substantially in the form of Exhibit A-3.
“Closing Date” means May 1, 2007.
“Controlled Accumulation Amount” means, for any Distribution Date with respect to the
Controlled Accumulation Period, $43,750,000; provided, however, that if the Accumulation Period
Length is determined to be less than eight months pursuant to Section 4.03(f), the Controlled
Accumulation Amount for each Distribution Date with respect to the Controlled Accumulation Period
will be equal to (i) the product of (a) the Offered Note Initial Principal Balance and (b) the
Accumulation Period Factor for the related Monthly Period divided by (ii) the Required Accumulation
Factor Number.
“Controlled Accumulation Period” means, unless a Pay Out Event shall have occurred
prior thereto, the period commencing at the close of business on August 1, 2009 or such later date
as is determined in accordance with Section 4.03(f), and ending on the first to occur of (i)
the commencement of the Early Amortization Period, (ii) the payment in full of the Offered
Notes and (iii) the Expected Principal Payment Date.
5
“Controlled Deposit Amount” means, for any Distribution Date with respect to the
Controlled Accumulation Period, an amount equal to the sum of the Controlled Accumulation Amount
and any existing Accumulation Shortfall.
“Defaulted Amount” means, with respect to a Distribution Date, the total amount of
Defaulted Receivables for the related Monthly Period.
“Determination Date” means, for each series of Notes, the fifth Business Day preceding
the Distribution Date.
“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(a) of the Transfer and Servicing Agreement.
“Disqualified Transferee” has the meaning set forth in Section 2.03(k).
“Distribution Date” means June 15, 2007 and the fifteenth day of each calendar month
thereafter, or if such fifteenth day is not a Business Day, the next succeeding Business Day, and
with respect to the Series 2007-1 Final Maturity Date, May 15, 2013.
“Early Amortization Period” means the period commencing on the Business Day
immediately preceding the day on which a Pay Out Event with respect to Series 2007-1 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 2007-1 Final Maturity Date.
“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.
“Excess Reserve Account Investment Earnings” means, as of any Distribution Date,
interest and other investment income, net of losses and investment expenses, earned on amounts on
deposit in the Reserve Account less the amount, if any, required to be retained in the Reserve
Account so that the amount therein equals the Required Reserve Account Amount.
“Expected Final Principal Payment Date” means the April 15, 2010 Distribution 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 Sections 4.03(a)(i) through (ix) on such Distribution
Date over (ii) the Investor Finance Charge Collections.
“Fixed Investor Percentage” means, with respect to any day during a Monthly Period,
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 unless the numerator is reset as described in the proviso below and (ii) the
denominator of which is calculated each Reset Date and which is equal to the greater of (a) the
total amount of Principal Receivables in the Trust as of the close of business on the Reset Date
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and (b) 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 Controlled Accumulation Period or 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
2007-1, the Transferor may, by written notice delivered to the Indenture Trustee and the Servicer,
designate a different numerator for the foregoing fraction; provided that (1) such numerator is not
less than the Adjusted Invested Amount as of the last day of the Revolving Period for such Paired
Series, (2) such action shall be taken only upon satisfaction of the Rating Agency Condition and
(3) 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
2007-1.
“Floating Investor Percentage” means, with respect to any day during a Monthly Period,
the percentage equivalent (which percentage shall never exceed 100%) of a fraction, (i) the
numerator of which is equal to the Adjusted 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 calculated each Reset Date and which is equal
to (a) with respect to allocations of Uncovered Dilution Amounts only, the sum of the numerators
used to calculate the Investor Percentage for allocating the Uncovered Dilution Amount on the Reset
Date or (ii) for all other purposes, the greater of (a) the aggregate amount of Principal
Receivables in the Trust as of the close of business on such Reset Date and (b) the sum of the
numerators used to calculate the investor percentages for allocations with respect to Finance
Charge Receivables, Defaulted 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 2007-1 and each other Series hereafter specified in the
related
Indenture Supplement to be included in Group One.
“
Indenture” means the Master Indenture, as supplemented by this Series 2007-1
Indenture Supplement, as the same may be amended, supplemented, restated or otherwise modified from
time to time.
“Indenture Supplement” has the meaning specified in the Master Indenture.
“Initial Invested Amount” means $376,400,000.
“Interest Period” means, with respect to any Distribution Date, the period from and
including the preceding Distribution Date (or, in the case of the first Distribution Date, from and
including the Closing Date) to but excluding the current Distribution Date.
“Invested Amount” means, as of any date of determination, an amount equal to the
initial principal amount of the Series 2007-1 Notes minus the sum of (i) amount of principal
previously paid to the Series 2007-1 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 4.03(a)(vi) prior to such date.
7
“Investor Charge-Off” has the meaning set forth in Section 4.04.
“Investor Default Amount” means, with respect to any Distribution Date, an amount
equal to the product of the Defaulted Amount for the related Monthly Period and 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, any Excess Reserve Account Investment Earnings and Interchange
treated as Collections of Finance Charge Receivables) deposited in the Collection Account for such
Monthly Period pursuant to Section 8.04 of the Master Indenture.
“Investor Percentage” means, for any Monthly Period, with respect to (i) Finance
Charge Receivables, Defaulted Amounts and Uncovered Dilution Amounts at any time and Principal
Receivables during the Revolving Period, the Floating Investor Percentage for such Monthly Period
and (ii) Principal Receivables during the Controlled Accumulation Period or the Early Amortization
Period, the 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 2007-1 Noteholders 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.
“Master Indenture” means the Amended and Restated Master Indenture, dated as of May 1,
2007, between the Trust and the Indenture Trustee, as the same may be amended, supplemented,
restated or otherwise modified from time to time.
“Monthly Interest” means, with respect to any Distribution Date, the sum of the Class
A Monthly Interest, the Class B Monthly Interest and the Class C Monthly Interest.
“Monthly Period” has the meaning set forth in the Master Indenture; provided, however,
that the initial Monthly Period will commence on the Closing Date and end on the last day of
calendar month preceding the first Distribution Date; provided, however, that for the purposes of
calculating Portfolio Yield which includes the month of May 2007, the Monthly Period will be the
period from and including the Closing Date to and including May 31, 2007.
“Monthly Principal” means, with respect to any Distribution Date, an amount equal to
the least of (i) the Available Principal Collections on deposit in the Collection Account with
respect to such Distribution Date, (ii) for each Distribution Date with respect to the Controlled
Accumulation Period, the Controlled Deposit Amount for such Distribution Date, (iii) the excess of
the Offered Note Initial Principal Balance over the amount on deposit in the Principal Funding
Account without taking into account deposits thereto on such Distribution Date and (iv) the
Adjusted Invested Amount (after taking into account any adjustments to be made on such
Distribution Date) prior to any deposit into the Principal Funding Account on such Distribution
Date.
8
“Monthly Principal Reallocation Amount” means, with respect to any Monthly Period, an
amount equal to the sum of the Class A Reallocated Principal Amount and the Class B Reallocated
Principal Amount.
“Monthly Servicing Fee” has the meaning set forth in Section 3.01(a).
“Note Principal Balance” means, on any date of determination, an amount equal to the
sum of the Class A Note Principal Balance, the Class B Note Principal Balance and the Class C Note
Principal Balance.
“Noteholders” means the holders of Class A Notes, Class B Notes and the Class C Notes.
“Offered Note Initial Principal Balance” means the sum of the Class A Note Initial
Principal Balance and the Class B Note Initial Principal Balance.
“Offered Note Principal Balance” means, as of any date, the sum of the Class A Note
Principal Balance and the Class B Note Principal Balance.
“Offered Notes” means the Class A Notes and the Class B Notes.
“Portfolio Adjusted Yield” means, with respect to any Monthly Period, the Portfolio
Yield minus the Base Rate.
“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 sum of (a) Investor Finance
Charge Collections with respect to such Monthly Period and (b) the Principal Funding Investment
Proceeds and any Reserve Account Draw Amount deposited into the Collection Account on the related
Distribution Date, such sum to be calculated on a cash basis after subtracting the Investor Default
Amount and the Investor Uncovered Dilution Amount, 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 2007-1 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 Transferor, the Servicer and the
Indenture Trustee has not received notification in writing that such action will not result in any
such Rating Agency reducing or withdrawing its then-existing rating of the Class A Notes
or any outstanding Series or Class; provided further that the Portfolio Yield for the month of
March 2007 shall equal ___%.
“Principal Funding Account” has the meaning set forth in Section 4.08(a).
“Principal Funding Account Balance” means, with respect to any date of determination,
the principal amount, if any, on deposit in the Principal Funding Account on such date.
9
“Principal Funding Investment Proceeds” means, with respect to any Distribution Date,
the investment earnings on funds in the Principal Funding Account (net of investment expenses and
losses) for the related Interest Period.
“Principal Funding Investment Shortfall” means, with respect to any Distribution Date,
the excess of the Class A Covered Amount and the Class B Covered Amount over the Principal Funding
Investment Proceeds.
“QIB” means a Qualified Institutional Buyer under Rule 144A.
“Rating Agency” means each of Standard & Poor’s and Xxxxx’x.
“Reallocated Principal Collections” means, with respect to any Distribution Date,
Investor Principal Collections applied in accordance with Section 4.05 in an amount not to exceed
the Monthly Principal Reallocation Amount 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, (ii) Monthly Interest and any Monthly
Interest due on one or more prior Distribution Dates but not distributed to the Series 2007-1
Noteholders on one or more prior Distribution Dates, and (iii) the amount of Additional Interest
and any Additional Interest due but not distributed to the Series 2007-1 Noteholders on one or more
prior Distribution Dates.
“Required Accumulation Factor Number” means a fraction, rounded upwards to the nearest
whole number, the numerator of which is one and the denominator of which is equal to the lowest
monthly principal payment rate on the Accounts, expressed as a decimal, for the 12 months preceding
the date of such calculation; provided, however, that this definition may be changed at any time if
the Rating Agency Condition is satisfied.
“Required Reserve Account Amount” means zero or, for any Distribution Date on or after
the Reserve Account Funding Date, an amount equal to (i) 0.50% of the Offered Note Principal
Balance or (ii) any other amount designated by the Servicer; provided, however, the Servicer may
only designate a lesser amount if the Rating Agency Condition remains satisfied and the Servicer
certifies to the Indenture Trustee that, based on the facts known to the certifying officer at the
time, in its reasonable belief, such designation will not cause a Pay Out Event to occur for the
Series 2007-1 Notes.
“Reserve Account” means the account established pursuant to Section 4.09.
“Reserve Account Draw Amount” means, with respect to any Distribution Date, an amount
equal to the lesser of (i) the amount then on deposit in the Reserve Account with respect to such
Distribution Date and (ii) the Principal Funding Investment Shortfall.
“Reserve Account Funding Date” means the Distribution Date with respect to the Monthly
Period which commences no later than four months prior to the Controlled Accumulation Period,
provided that the Reserve Account Funding Date shall be accelerated to (i) the Distribution Date
with respect to the Monthly Period which commences no later than four
10
months prior to the Controlled Accumulation Period if the average of the Portfolio Adjusted
Yields for any three consecutive Monthly Periods shall be less than 6.00%; (ii) the Distribution
Date with respect to the Monthly Period which commences no later than six months prior to the
Controlled Accumulation Period if the average of the Portfolio Adjusted Yields for any three
consecutive Monthly Periods shall be less than 3.00%; or (iii) the Distribution Date which
commences no later than nine months prior to the Controlled Accumulation Period if the average of
the Portfolio Adjusted Yields for any three consecutive Monthly Periods shall be less than 2.00%.
“Reset Date” means (i) the close of business on the last day of each calendar month,
(ii) each Removal Date, (iii) each date the Trust issues a new series of Notes or class of Notes
relating to a multiple issuance series, (iv) each date there is an increase in the invested amount
with respect to any series of Notes issued by the Trust and (v) each Addition Date that
Supplemental Accounts are designated to the Trust.
“Revolving Period” means the period beginning on the Closing Date and ending on the
earlier of the close of business on the day immediately preceding the day the Controlled
Accumulation Period commences or the Early Amortization Period commences.
“Rule 144A” means Rule 144A under the Securities Act.
“Rule 144A Global Note” has the meaning set forth in Section 2.02.
“Series 2007-1” means the Series of Notes the terms of which are specified in this
Series 2007-1 Indenture Supplement.
“Series 2007-1 Final Maturity Date” means the earlier to occur of (i) the Distribution
Date on which the Note Principal Balance is paid in full and (ii) the May 2013 Distribution Date.
“Series 2007-1 Indenture Supplement” means this Series 2007-1 Indenture Supplement, as
the same may be amended, supplemented, restated or otherwise modified from time to time.
“Series 2007-1 Note” means a Class A Note, a Class B Note or a Class C Note.
“Series 2007-1 Noteholder” means a Class A Noteholder, a Class B Noteholder or a Class
C Noteholder.
“Series 2007-1 Pay Out Event” has the meaning set forth in Section 6.01.
“Series 2007-1 Principal Shortfall” means an amount equal to, with respect to any
Distribution Date during (i) the Revolving Period, zero, (ii) the Controlled Accumulation Period,
the excess, if any, of the Controlled Deposit Amount with respect to such Distribution Date over
the amount of Available Principal Collections for such Distribution Date (excluding any portion
thereof attributable to Shared Principal Collections), and (iii) the Early Amortization Period, the
excess, if any, of the Adjusted Invested Amount over the amount of Available Principal Collections
for such Distribution Date (excluding any portion thereof attributable to Shared Principal
Collections).
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“Servicing Fee” has the meaning set forth in the Transfer and Servicing Agreement.
“Servicing Fee Rate” means 2.0% per annum.
“Successor Servicer” has the meaning set forth in the Transfer and Servicing
Agreement.
“Transfer and Servicing Agreement” means the Amended and Restated Transfer and
Servicing Agreement, dated as of May 1, 2007, among the Bank, the Purchaser and the Trust, as
amended, supplemented, restated or otherwise modified from time to time.
“Transferor Certificate” has the meaning set forth in the Trust Agreement.
“Transferor Percentage” has the meaning set forth in the Master Indenture.
“Transition Expenses” means any documented expenses and costs reasonably incurred by a
Successor Servicer in connection with the transition of servicing duties under the Transaction
Documents relating to Series 2007-1 to the Successor Servicer. The aggregate amount of Transition
Expenses shall not exceed $100,000.
“Trust Agreement” means the Second Amended and Restated Trust Agreement, dated as of
May 1, 2007, between the Owner Trustee and the Transferor, as the same may be amended,
supplemented, restated or otherwise modified from time to time.
“Uncovered Dilution Amount” means, with respect to any Distribution Date, that portion
of the Dilution Amount for the related Monthly Period which would cause the Transferor Interest to
fall below the Required Transferor Interest after giving effect to any deposits to the Special
Funding Account by the Transferor or addition of Principal Receivables transferred to the Trust by
the Transferor.
Section 1.02. Other Definitional Provisions.
(a) Each capitalized term defined herein shall relate to the Series 2007-1 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 Master 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 Master Indenture or the Transfer and Servicing Agreement, the
terms and provisions of this Series 2007-1 Indenture Supplement shall govern.
(b) As used in this Series 2007-1 Indenture Supplement and in any certificate or other
document made or delivered pursuant hereto or thereto, accounting terms not defined in this Series
2007-1 Indenture Supplement or in any such certificate or other document, and accounting terms
partly defined in this Series 2007-1 Indenture Supplement 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 Series 2007-1 Indenture Supplement
or in any such certificate or other document are inconsistent with the meanings of
such terms under GAAP, the definitions contained in this Master Indenture or in any such
certificate or other document shall control.
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(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
Series 2007-1 Indenture Supplement shall refer to this Series 2007-1 Indenture Supplement as a
whole and not to any particular provision of this Series 2007-1 Indenture Supplement; references to
any Article, subsection, Section, Schedule or Exhibit are references to Articles, subsections,
Sections, Schedules and Exhibits in or to this Series 2007-1 Indenture Supplement unless otherwise
specified; and the term “including” means “including without limitation.”
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ARTICLE TWO
CREATION OF THE SERIES 2007-1 NOTES
Section 2.01. Designation.
(a) There is hereby created and designated a Series of Notes to be issued pursuant to the
Master Indenture and this Series 2007-1 Indenture Supplement to be known as “Nordstrom Credit Card
Master Note Trust, Asset-Backed Notes, Series 2007-1” or the “Series 2007-1 Notes.” The Series
2007-1 Notes shall be issued in three Classes, the first of which shall be known as the “Series
2007-1 4.92% Asset Backed Notes, Class A”, the second of which shall be known as the “Series 2007-1
5.02% Asset Backed Notes, Class B”, and the third of which shall be known as the “Series 2007-1
Asset Backed Notes, Class C”. The Series 2007-1 Notes shall be due and payable on the Series
2007-1 Final Maturity Date.
(b) Series 2007-1 shall be included in Group One and shall be a Principal Sharing Series with
respect to Group One only. Series 2007-1 shall be an Excess Allocation Series with respect to
Group One only. Series 2007-1 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 Master Indenture, the terms and provisions
of this Series 2007-1 Indenture Supplement shall be controlling.
Section 2.02. Forms of Series 2007-1 Notes.
(a) The form of each of the Class A Notes, the Class B Notes and the Class C Notes shall be
substantially as set forth in Exhibits A-1, A-2 and A-3 hereto.
(b) The Offered Notes offered and sold in reliance on the exemption from registration under
Rule 144A (except for any sale directly from the Issuer) shall be issued initially in the form of
one or more permanent global notes in definitive, fully registered form without interest coupons
with the applicable legend set forth in Exhibit A-1, Exhibit A-2 and Exhibit A-3 hereto, added to
the form of the Class A Notes (“Class A Rule 144A Global Notes”), the Class B Notes (“Class B Rule
144A Global Notes”) and the Class C Notes (the “Class C Rule 144A Global Notes” and, together with
the Class A Rule 144A Global Notes and the Class B Rule 144A Global Notes, the “Rule 144A Global
Notes”). The Offered Notes each shall be registered in the name of the nominee of DTC and
deposited with the Indenture Trustee, at its Corporate Trust Office, as custodian for DTC, duly
executed by the Issuer and authenticated by the Indenture Trustee as hereinafter provided. The
Class C Notes will not be registered with the DTC and will be retained by the Transferor. The
aggregate principal amount of the Class A Rule 144A Global Notes and the Class B Rule 144A Global
Notes may from time to time be increased or decreased by adjustments made on the records of the
Indenture Trustee or DTC or its nominee, as the case may be, as hereinafter provided.
Section 2.03. Registration; Registration of Transfer and Exchange.
(a) No Series 2007-1 Note may be sold or transferred (including by pledge or hypothecation)
unless such sale or transfer is exempt from the registration requirements of the
Securities Act and is exempt from the registration requirements under applicable State
securities laws and the representations deemed to be made by the transferee pursuant to Section
2.03(g) are true and correct.
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(b) No Offered Note may be offered, sold, resold or delivered, within the United States except
in accordance with Section 2.03(e) and in accordance with Rule 144A to QIBs purchasing for their
own account or for the accounts of one or more QIBs, for which the purchaser is acting as fiduciary
or agent.
(c) Upon final payment due on a Series 2007-1 Note, the Holder thereof shall present and
surrender such Series 2007-1 Note at the Corporate Trust Office or at the office of the Paying
Agent.
(d) Notwithstanding any provision to the contrary herein, so long as a Global Note remains
outstanding and is held by or on behalf of DTC, transfers of a Global Note, in whole or in part,
shall only be made in accordance with this Section 2.03(e).
(i) Subject to clauses (ii) through (iv) of this Section 2.03(e), a transfer of a
Global Note shall be limited to transfers of such Global Note in whole, but not in part, to
nominees of DTC or to a successor of DTC or such successor’s nominee.
(ii) In the event that a Global Note is exchanged for a Note of the same Class in
definitive form, such Offered Notes may be exchanged for one another only in accordance with
such procedures as are substantially consistent with the provisions above (including
certification requirements intended to ensure that such transfers are to a QIB, or otherwise
comply with Rule 144A) and as may be from time to time adopted by the Issuer and the
Indenture Trustee.
(e) Each transferee of an Offered Note shall be deliver to the Indenture Trustee an Investment
Letter substantially in the form of Exhibit E, in the case of the Class A Notes or Class B Notes,
or Exhibit F, in the case of Class C Notes, and shall be deemed to represent and agree as follows:
(i) The transferee is aware that the sale of such Offered Notes to it is being made in
reliance on Rule 144A.
(ii) The transferee understands that (A) the Offered Notes have not been and will not
be registered under the Securities Act or any State securities laws, and may not be
reoffered, resold, pledged or otherwise transferred except (1) to a Person whom the seller
reasonably believes is a QIB in a transaction meeting the requirements of Rule 144A or (2)
in a transaction complying with the provisions of Rule 903 or 904 under the Securities Act,
in accordance with any applicable securities laws of any State of the United States or any
other applicable jurisdictions and that (B) the transferee will, and each subsequent holder
is required to, notify any subsequent purchaser of such Offered Notes from it of the resale
restrictions referred to in (A) above.
15
(iii) The transferee agrees that if in the future it should offer, sell or otherwise
transfer such Offered Note, it will do so only pursuant to Rule 144A to a Person who the
seller reasonably believes is a QIB in a transaction meeting the requirements of Rule
144A, purchasing for its own account or for the account of a QIB, whom the holder has
informed that such offer, sale or other transfer is being made in reliance on Rule 144A.
(iv) Each Offered Note will bear a legend to the following effect, unless the
Transferor and the Indenture Trustee determine otherwise in accordance with applicable law:
“THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAW. THE HOLDER HEREOF, BY
PURCHASING THIS NOTE, AGREES THAT THIS NOTE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY
(I) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A
“QIB”), PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB, WHOM
THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS
BEING MADE IN RELIANCE ON RULE 144A AND (II) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTIONS.
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A
NEW YORK CORPORATION (“DTC”), TO THE TRUST OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.
NO RESALE OR OTHER TRANSFER OF ANY NOTE SHALL BE MADE TO ANY TRANSFEREE UNLESS: (A) SUCH
TRANSFEREE IS NOT, AND WILL NOT ACQUIRE THE NOTE ON BEHALF OR WITH PLAN ASSETS OF, AN
“EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR ANY OTHER “PLAN” AS DEFINED IN SECTION
4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “INTERNAL REVENUE CODE”),
THAT IS SUBJECT TO ERISA OR SECTION 4975 OF THE INTERNAL REVENUE CODE OR ANY ENTITY DEEMED
TO HOLD PLAN ASSETS OF ANY OF THE FOREGOING BY REASON OF AN EMPLOYEE BENEFIT PLAN’S OR
PLAN’S INVESTMENT IN THE ENTITY (EACH, A
16
“BENEFIT PLAN”) OR (B) THE ACQUISITION AND HOLDING OF THE NOTE BY SUCH TRANSFEREE ARE
ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER PTCE 84-14, PTCE 90-1, PTCE 91-38, PTCE
95-60, PTCE 96-23 OR A SIMILAR EXEMPTION. EACH PURCHASER OR TRANSFEREE OF A NOTE, BY ITS
ACCEPTANCE OF SUCH NOTE, WILL BE DEEMED TO HAVE MADE THE REPRESENTATION SET FORTH IN CLAUSE
(A) OR (B) ABOVE.
THE PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING
PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE
HEREOF.
TRANSFERS OF THE NOTES MUST GENERALLY BE ACCOMPANIED BY APPROPRIATE TAX TRANSFER
DOCUMENTATION AND ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE MASTER INDENTURE.
THE HOLDER, BY ACCEPTANCE OF THIS NOTE, SHALL BE DEEMED TO HAVE AGREED TO TREAT THIS NOTE AS
DEBT SOLELY OF THE TRUST FOR UNITED STATES FEDERAL, STATE AND LOCAL INCOME, SINGLE BUSINESS
AND FRANCHISE TAX PURPOSES.”
(v) If the transferee is acquiring any Offered Note, or any interest or participation
therein, as a fiduciary or agent for one or more investor accounts, it has sole investment
discretion with respect to each such account and that it has full power to make the
acknowledgments, representations and agreements contained herein on behalf of such account.
(vi) (A) The transferee is not acquiring and will not acquire the Offered Notes on
behalf of or with plan assets of any Benefit Plan or (B) its acquisition and holding of the
Offered Note are eligible for the exemptive relief available under PTCE 84-14, PTCE 90-1,
PTCE 91-38, PTCE 95-60, PTCE 96-23 or a similar exemption. By its acceptance of a Offered
Note each transferee will be deemed to have made the representation set forth in clause (A)
or (B).
(vii) The transferee agrees that if at some time in the future it wishes to transfer or
exchange any of the Offered Notes, it will not transfer or exchange any of the Offered Notes
unless such transfer or exchange is in accordance with the Master Indenture. The purchaser
understands that any purported transfer of any Offered Note (or any interest therein) in
contravention of any of the restrictions and conditions in the Master Indenture shall be
void, and the purported transferee in such transfer shall not be recognized by the Trust or
any other Person as a Noteholder for any purpose.
(f) Any purported transfer of a Series 2007-1 Note not in accordance with this Section 2.03 or
Section 2.05 of the Master Indenture shall be null and void and shall not be given effect for any
purpose hereunder or under the Master Indenture.
17
(g) If the Indenture Trustee determines or is notified by the Issuer, the Transferor or the
Servicer that (i) a transfer or attempted or purported transfer of any interest in any Series
2007-1 Note was consummated in compliance with the provisions of this Section on the basis of
a materially incorrect certification from the transferee or purported transferee, (ii) a transferee
failed to deliver to the Indenture Trustee any certification required to be delivered hereunder or
(iii) the holder of any interest in a Series 2007-1 Note is in breach of any representation or
agreement set forth in any certification or any deemed representation or agreement of such holder,
the Indenture Trustee shall not register such attempted or purported transfer and if a transfer has
been registered, such transfer shall be absolutely null and void ab initio and shall vest no rights
in the purported transferee (such purported transferee, a “Disqualified Transferee”) and the last
preceding holder of such interest in such Series 2007-1 Note that was not a Disqualified Transferee
shall be restored to all rights as a Holder thereof retroactively to the date of transfer of such
Series 2007-1 Note by such Holder.
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ARTICLE THREE
SERVICING FEE
Section 3.01. Servicing Fee.
(a) Servicing Compensation. The share of the Servicing Fee allocable to the Series
2007-1 Noteholders with respect to any Distribution Date (the “Monthly Servicing Fee”) shall be
equal to one-twelfth of the product of (i) the Servicing Fee Rate and (ii) (A) the Adjusted
Invested Amount for the related Monthly Period, minus (B) the product of the average daily amount,
if any, on deposit in the Special Funding Account during the Monthly Period and the Investor
Percentage with respect to such Monthly Period. 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 2007-1 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
4.03, it shall be paid by the Holders of the Transferor Certificates.
(b) Interchange. On or before each Determination Date, the Servicer shall notify the
Transferor of the amount of Interchange to be included as Investor Finance Charge Collections with
respect to the preceding Monthly Period as determined pursuant to this Section. Such amount of
Interchange shall be equal to the product of (i) the amount of Interchange attributable to the
Accounts, as reasonably estimated by the Servicer, and (ii) the Investor Percentage with regard to
Finance Charge Receivables. On each Transfer Date, the Transferor shall deposit into the
Collection Account, in immediately available funds, the amount of Interchange to be so included as
Investor Finance Charge Collections with respect to the preceding Monthly Period and such
Interchange shall be treated as a portion of Investor Finance Charge Collections for all purposes
of this Series 2007-1 Indenture Supplement, the Master Indenture and the Transfer and Servicing
Agreement.
19
ARTICLE FOUR
RIGHTS OF SERIES 2007-1 NOTEHOLDERS
AND ALLOCATION AND APPLICATION OF COLLECTIONS
Section 4.01. Collections and Allocations.
(a) Allocations. Collections of Finance Charge Receivables, Principal Receivables and
Defaulted Receivables allocated to Series 2007-1 pursuant to Article Eight of the Master 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 pursuant to Section 4.03(a)(ix)) the following amounts:
(i) an amount equal to the Transferor Percentage for the related Monthly Period of
Collections of Finance Charge Receivables; 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.
;provided, that, during the Revolving Period, the amount of Reallocated Principal Collections
payable with respect to interest on the Series 2007-1 Notes on any Distribution Date will be paid
by the Servicer from the amount of Collections of Receivables otherwise payable to the Transferor.
The withdrawals to be made from the Collection Account pursuant to this Section 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 Master Indenture and payment of the
purchase price for the Series 2007-1 Notes pursuant to Section 7.01 of this Series 2007-1 Indenture
Supplement.
(c) Allocations to the Series 2007-1 Noteholders. The Servicer shall, prior to the
close of business on any Deposit Date, allocate to the Series 2007-1 Noteholders the following
amounts:
(i) Allocations of Finance Charge Collections. The Servicer shall allocate to
the Series 2007-1 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.
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(ii) Allocations of Principal Collections. The Servicer shall allocate to the
Series 2007-1 Noteholders the following amounts:
(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 2007-1 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 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 the Controlled Accumulation Period. During the
Controlled Accumulation 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 2007-1 Noteholders and deposited in the Principal Funding Account until
applied as provided herein; provided, however, that if such amount along with all
other allocations to the Series 2007-1 Noteholders of Principal Receivables during
the related Monthly Period exceeds the Controlled Deposit Amount for the related
Distribution Date, then such excess 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 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 Early Amortization Period. During 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 2007-1
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 Adjusted Invested Amount has been deposited into the Collection Account and
allocated to the Series 2007-1 Noteholders, such amount 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 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.
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Section 4.02. Determination of Monthly Interest, Monthly Principal and Interest Rate.
(a) On each Determination Date, the Servicer shall calculate all amounts necessary to make the
required distributions to the Series 2007-1 Noteholders on the related Distribution Date,
including, the following amounts in respect of such Distribution Date and the related Monthly
Period: (i) the Class A Monthly Interest; (ii) the Class A Interest Shortfall; (iii) the Class A
Additional Interest; (iv) the Class B Monthly Interest; (v) the Class B Interest Shortfall; (vi)
the Class B Additional Interest; (vii) the Class C Monthly Interest; (viii) the Class C Interest
Shortfall; (ix) the Class C Additional Interest; and (x) the Monthly Principal.
(b) The Class C Note Interest Rate may be increased by the Issuer upon satisfaction of the
Rating Agency Condition. The Issuer will give the Rating Agencies 30 days’ prior written notice of
the proposed increase to the Class C Note Interest Rate
Section 4.03. 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 in the form of Exhibit B attached hereto, on each
Distribution Date, Available Finance Charge Collections and Available Principal Collections, as the
case may be, on deposit in the Collection Account with respect to the related Monthly Period or
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 amounts and priority:
(i) an amount equal to the Monthly Servicing Fee, plus the amount of any Monthly
Servicing Fee previously due but not distributed to the Servicer on one or more prior
Distribution Dates, 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 Master
Indenture);
(ii) an amount equal to the Class A Monthly Interest for such Distribution Date, plus
the amount of any Class A Monthly Interest previously due but not distributed to Class A
Noteholders on one or more prior Distribution Dates, plus the amount of any Class A
Additional Interest for such Distribution Dates, plus the amount of any Class A Additional
Interest previously due but not distributed to Class A Noteholders on one or more prior
Distribution Dates, shall be distributed to the Paying Agent for payment to Class A
Noteholders on such Distribution Date;
(iii) an amount equal to the Class B Monthly Interest for such Distribution Date, plus
the amount of any Class B Monthly Interest previously due but not distributed to Class B
Noteholders on one or more prior Distribution Dates, plus the amount of any Class B
Additional Interest for such Distribution Dates, plus the amount of any Class B Additional
Interest previously due but not distributed to Class B Noteholders on one or
more prior Distribution Dates, shall be distributed to the Paying Agent for payment to
Class B Noteholders on such Distribution Date;
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(iv) an amount equal to the Class C Monthly Interest for such Distribution Date, plus
the amount of any Class C Monthly Interest previously due but not distributed to the Class C
Noteholders on one or more prior Distribution Dates, plus the amount of any Class C
Additional Interest for such Distribution Dates, plus the amount of any Class C Additional
Interest previously due but not distributed to the Class C Noteholders on one or more prior
Distribution Dates shall be distributed to the Paying Agent for payment to the Class C
Noteholders on such Distribution Date;
(v) 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;
(vi) 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;
(vii) upon the occurrence of an Event of Default with respect to Series 2007-1 and
acceleration of the maturity of the Series 2007-1 Notes, the balance, if any, up to the
outstanding principal amount of the Series 2007-1 Notes will be treated as Available
Principal Collections for that Distribution Date for distribution to the Series 2007-1
Noteholders;
(viii) on each Distribution Date from and after the Reserve Account Funding Date, but
prior to the date on which the Reserve Account terminates pursuant to Section 4.09(e), an
amount up to the excess, if any, of the Required Reserve Account Amount over the amount then
on deposit in the Reserve Account will be deposited into the Reserve Account;
(ix) an amount equal to any Transition Expenses and other amounts the Trust may be
liable for from time to time that are not otherwise provided for above will be applied by
the Indenture Trustee as directed by the Servicer; and
(x) 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 8.07 of the Master
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 Master Indenture.
(c) On each Distribution Date with respect to the Controlled Accumulation Period, Available
Principal Collections deposited in the Collection Account for the related Monthly Period shall be
deposited in an amount up to the Monthly Principal for such Distribution Date
into the Principal Funding Account and any Available Principal Collections remaining after the
deposit of the Monthly Principal into the Principal Funding Account shall be treated as Shared
Principal Collections and applied in accordance with Section 8.05 of the Master Indenture.
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(d) On each Distribution Date with respect to the Early Amortization Period, an amount equal
to the Available Principal Collections deposited in the Collection Account for the related Monthly
Period shall be distributed or deposited in the following order of priority:
(i) an amount equal to the Available Principal Collections for such Distribution Date
shall be distributed to the Paying Agent for payment to the Class A Noteholders on such
Distribution Date and on each subsequent Distribution Date until the Class A Note Principal
Balance has been reduced to zero;
(ii) after giving effect to the distribution referred to in clause (i) above, an amount
equal to any remaining Available Principal Collections shall be distributed to the Paying
Agent for payment to the Class B Noteholders on such Distribution Date and on each
subsequent Distribution Date until the Class B Note Principal Balance has been reduced to
zero;
(iii) after giving effect to the distributions referred to in clauses (i) and (ii)
above, an amount equal to any remaining Available Principal Collections shall be distributed
to the Paying Agent for payment to the Class C Noteholders on such Distribution Date and on
each subsequent Distribution Date until the Class C Note Principal Balance has been reduced
to zero; and
(iv) the balance of such Available Principal Collections remaining after application in
accordance with clauses (i) through (iii) above shall be treated as Shared Principal
Collections and applied in accordance with Section 8.05 of the Master Indenture.
(e) On the earlier to occur of (i) the first Distribution Date with respect to the Early
Amortization Period and (ii) the Expected Final Principal Payment Date, the Indenture Trustee,
acting in accordance with instructions from the Servicer, shall withdraw from the Principal Funding
Account and distribute to the Paying Agent for payment to the (i) Class A Noteholders, the amounts
deposited into the Principal Funding Account pursuant to Section 4.03(d)(i) until the Class A Notes
are paid in full and then (ii) Class B Noteholders, any remaining amounts deposited into the
Principal Funding Account pursuant to Section 4.03(d)(ii) until the Class B Notes are paid in full.
(f) The Controlled Accumulation Period is scheduled to commence on August 1, 2009; provided,
however, that, if the Accumulation Period Length (determined as described below) is less than eight
months, the date on which the Controlled Accumulation Period actually commences will be delayed to
the first Business Day of the month that is the number of whole months prior to the Expected Final
Principal Payment Date at least equal to the Accumulation Period Length and, as a result, the
number of Monthly Periods in the Controlled Accumulation Period will at least equal the
Accumulation Period Length. On the Determination Date immediately preceding the July 2009
Distribution Date, and each Determination Date thereafter
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until the Controlled Accumulation Period begins, the Servicer will determine the “Accumulation
Period Length”, which will equal the number of whole months such that the sum of the Accumulation
Period Factors for each month during such period will be equal to or greater than the Required
Accumulation Factor Number; provided, however, that the Accumulation Period Length will not be
determined to be less than one month; provided further, however, that the determination of the
Accumulation Period Length may be changed at any time if the Rating Agency Condition is satisfied.
Section 4.04. Investor Charge-Offs and Investor Uncovered Dilution. On each
Determination Date, the Servicer shall calculate the Investor Default Amount and the Investor
Uncovered Dilution Amount, if any, for the related Distribution Date. If the Investor Default
Amount exceeds the amount of Available Finance Charge Collections allocated with respect thereto
pursuant to Section 4.03(a)(v) with respect to such Distribution Date, then the Invested Amount
will be reduced by the amount of the excess as an Investor Charge-Off. If the Investor Uncovered
Dilution Amount exceeds the amount of Available Finance Charge Collections allocated with respect
thereto pursuant to Section 4.03(a)(v) (after giving effect to the allocation to cover the Investor
Default Amount) with respect to such Distribution Date, and the Transferor Interest is zero, then
the Invested Amount will be reduced by the amount by which the Transferor Interest would fall below
zero if the Investor Uncovered Dilution Amount was deducted from the Transferor Interest. In no
event, however, will the Invested Amount be reduced below zero.
Section 4.05. 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 4.03(a)(i) through (iii). On each Distribution Date following the
termination of the Revolving Period the Invested Amount shall be reduced by the amount of
Reallocated Principal Collections for such Distribution Date.
Section 4.06. Excess Finance Charge Collections. Series 2007-1 shall be an Excess
Allocation Series with respect to Group One only. Subject to Section 8.07 of the Master Indenture,
Excess Finance Charge Collections with respect to the Excess Allocation Series in Group One for any
Distribution Date will be allocated to Series 2007-1 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 2007-1 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 4.07. Shared Principal Collections. Subject to Section 8.05 of the Master
Indenture, Shared Principal Collections with respect to the Series in Group One for any
Distribution Date will be allocated to Series 2007-1 in an amount equal to the product of (i) the
aggregate amount of Shared Principal Collections with respect to all Principal Sharing Series in
Group One for such Distribution Date and (ii) a fraction, the numerator of which is the Series
2007-1 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.
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Section 4.08. Principal Funding Account.
(a) The Indenture Trustee shall establish and maintain with an Eligible Institution, which may
be the Indenture Trustee in the name of the Trust, for the benefit of the Series 2007-1
Noteholders, a segregated trust account with the corporate trust department of such Eligible
Institution (the “Principal Funding Account”), bearing a designation clearly indicating that the
funds deposited therein are held for the benefit of the Series 2007-1 Noteholders. The Indenture
Trustee shall possess all right, title and interest in all funds on deposit from time to time in
the Principal Funding Account and in all proceeds thereof. The Principal Funding Account shall be
under the sole dominion and control of the Indenture Trustee for the benefit of the Series 2007-1
Noteholders. If at any time the institution holding the Principal Funding Account ceases to be an
Eligible Institution, the Transferor shall notify the Indenture Trustee, and the Indenture Trustee
upon being notified (or the Transferor on its behalf) shall, within ten Business Days, establish a
new Principal Funding Account meeting the conditions specified above with an Eligible Institution,
and shall transfer any cash or any investments to such new Principal Funding Account. The
Indenture Trustee, at the direction of the Servicer, shall (i) make withdrawals from the Principal
Funding Account from time to time, in the amounts and for the purposes set forth in this Series
2007-1 Indenture Supplement, and (ii) on each Distribution Date (from and after the commencement of
the Controlled Accumulation Period) prior to the termination of the Principal Funding Account, make
deposits into the Principal Funding Account in the amounts specified in, and otherwise in
accordance with, Section 4.03(c).
(b) Funds on deposit in the Principal Funding Account shall be invested at the direction of
the Servicer by the Indenture Trustee in Eligible Investments. Funds on deposit in the Principal
Funding Account on any Distribution Date, after giving effect to any withdrawals from the Principal
Funding Account on such Distribution Date, shall be invested in such investments that will mature
so that such funds will be available for withdrawal prior to the following Distribution Date.
On each Distribution Date with respect to the Controlled Accumulation Period and on the first
Distribution Date with respect to the Early Amortization Period, the Indenture Trustee, acting at
the Servicer’s direction given on or before such Distribution Date, shall transfer from (i) the
Principal Funding Account the Principal Funding Investment Proceeds on deposit in the Principal
Funding Account to the Collection Account and (ii) from the Reserve Account any Reserve Account
Draw Amount for application as Available Finance Charge Collections in accordance with Section
4.03.
Principal Funding Investment Proceeds (including reinvested interest) shall not be considered
part of the amounts on deposit in the Principal Funding Account for purposes of this Series 2007-1
Indenture Supplement.
Section 4.09. Reserve Account.
(a) On or before the Reserve Account Funding Date, the Indenture Trustee shall establish and
maintain with an Eligible Institution, which may be the Indenture Trustee in the name of the Trust
for the benefit of the Noteholders, a segregated trust account with the corporate trust department
of such Eligible Institution (the “Reserve Account”), bearing a
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designation clearly indicating that the funds deposited therein are held for the benefit of
the Noteholders. The Indenture Trustee shall possess all right, title and interest in all funds on
deposit from time to time in the Reserve Account and in all proceeds thereof. The Reserve Account
shall be under the sole dominion and control of the Indenture Trustee for the benefit of the
Noteholders. If at any time the institution holding the Reserve Account ceases to be an Eligible
Institution, the Servicer shall notify the Indenture Trustee, and the Indenture Trustee upon being
notified (or the Servicer on its behalf) shall, within ten Business Days, establish a new Reserve
Account meeting the conditions specified above with an Eligible Institution, and shall transfer any
cash or any investments to such new Reserve Account. The Indenture Trustee, at the direction of
the Servicer, shall (i) make withdrawals from the Reserve Account from time to time in an amount up
to the Available Reserve Account Amount at such time, for the purposes set forth in this Series
2007-1 Indenture Supplement, and (ii) on each Distribution Date (from and after the Reserve Account
Funding Date) prior to termination of the Reserve Account, make a deposit into the Reserve Account
in the amount specified in, and otherwise in accordance with, Section 4.03(a)(viii).
(b) Funds on deposit in the Reserve Account shall be invested at the direction of the Servicer
by the Indenture Trustee in Eligible Investments. Funds on deposit in the Reserve Account on any
Distribution Date, after giving effect to any withdrawals from the Reserve Account on such
Distribution Date, shall be invested in such investments that will mature so that such funds will
be available for withdrawal prior to the following Distribution Date.
On each Distribution Date, all interest and earnings (net of losses and investment expenses)
accrued since the preceding Distribution Date on funds on deposit in the Reserve Account shall be
retained in the Reserve Account (to the extent that the amount on deposit in the Reserve Account is
less than the Required Reserve Account Amount) and the balance, if any, shall be deposited into the
Collection Account and included in Available Finance Charge Collections for such Distribution Date.
For purposes of determining the availability of funds or the balance in the Reserve Account for
any reason under this Series 2007-1 Indenture Supplement, except as otherwise provided in the
preceding sentence, investment earnings on such funds shall be deemed not to be available or on
deposit.
(c) In the event that on any Distribution Date the Reserve Account Draw Amount is greater than
zero, the Reserve Account Draw Amount shall be withdrawn from the Reserve Account by the Indenture
Trustee (acting in accordance with the instructions of the Servicer) and deposited into the
Collection Account for application as Available Finance Charge Collections for such Distribution
Date.
(d) In the event that the amount on deposit in the Reserve Account on any Distribution Date,
after giving effect to all deposits to and withdrawals from the Reserve Account with respect to
such Distribution Date, is greater than the Required Reserve Account Amount, the Indenture Trustee,
acting in accordance with the instructions of the Servicer, shall withdraw from the Reserve Account
an amount equal to the excess of the amount on deposit in the Reserve Account over the Required
Reserve Account Amount, and distribute such excess to the holders of the Transferor Certificates.
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(e) Upon the earliest to occur of (i) the termination of the Trust pursuant to the Trust
Agreement, (ii) the first Distribution Date relating to the Early Amortization Period and (iii) the
Expected Final Principal Payment Date, the Indenture Trustee, acting in accordance with the
instructions of the Servicer, after the prior payment of all amounts owing to the Noteholders that
are payable from the Reserve Account as provided herein, shall withdraw from the Reserve Account
all amounts, if any, on deposit in the Reserve Account and distribute any such amounts remaining to
the holders of the Transferor Certificates. The Reserve Account shall thereafter be deemed to have
terminated for purposes of this Series 2007-1 Indenture Supplement.
Section 4.10. Eligible Investments.
(a) The Indenture Trustee shall hold funds on deposit in the Principal Funding Account and the
Reserve Account invested pursuant to Sections 4.08(b) and 4.09(b), respectively, in Eligible
Investments. The Indenture Trustee shall hold such of the Eligible Investments as constitutes
investment property through a securities intermediary, which securities intermediary shall agree
with the Indenture Trustee that (i) such investment property shall at all times be credited to a
securities account of the Indenture Trustee, (ii) such securities intermediary shall treat the
Indenture Trustee as entitled to exercise the rights that comprise each financial asset credited to
such securities account, (iii) all property credited to such securities account shall be treated as
a financial asset, (iv) such securities intermediary shall comply with entitlement orders
originated by the Indenture Trustee without the further consent of any other Person or entity, (v)
such securities intermediary will not agree with any Person or entity other than the Indenture
Trustee to comply with entitlement orders originated by such other Person or entity, (vi) such
securities accounts and the property credited thereto shall not be subject to any lien, security
interest or right of set-off in favor of such securities intermediary or anyone claiming through it
(other than the Indenture Trustee) and (vii) such agreement shall be governed by the laws of the
State of
New York. Terms used in the preceding sentence that are defined in the
New York UCC and
not otherwise defined herein has the meaning set forth in the
New York UCC.
(b) Any investment instructions required to be given to the Indenture Trustee pursuant to the
terms hereof must be given to the Indenture Trustee no later than 11:00 a.m.,
New York City time,
on the date such investment is to be made. In the event the Indenture Trustee receives such
investment instruction later than such time, the Indenture Trustee may, but shall have no
obligation to, make such investment. In the event the Indenture Trustee is unable to make an
investment required in an investment instruction received by the Indenture Trustee after 11:00
a.m.,
New York City time, on such day, such investment shall be made by the Indenture Trustee on
the next succeeding Business Day. In no event shall the Indenture Trustee be liable for any
investment not made pursuant to investment instructions received after 11:00 a.m.,
New York City
time, on the day such investment is requested to be made.
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ARTICLE FIVE
DELIVERY OF SERIES 2007-1 NOTES;
DISTRIBUTIONS; REPORTS TO SERIES 2007-1 NOTEHOLDERS
Section 5.01. Delivery and Payment for the Series 2007-1 Notes. The Issuer shall
execute and issue, and the Indenture Trustee shall authenticate, the Series 2007-1 Notes in
accordance with Section 2.03 of the Master Indenture. The Indenture Trustee shall deliver the
Series 2007-1 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 Noteholder of
record on the related Record Date (other than as provided in Section 11.02 of the Master Indenture)
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 this Series 2007-1 Indenture Supplement.
(b) On each Distribution Date, the Paying Agent shall distribute to each Class B Noteholder of
record on the related Record Date (other than as provided in Section 11.02 of the Master Indenture)
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 this Series 2007-1 Indenture Supplement.
(c) On each Distribution Date, the Paying Agent shall distribute to each Class C Noteholder of
record on the related Record Date (other than as provided in Section 11.02 of the Master Indenture)
such Class C 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 C Notes pursuant
to this Series 2007-1 Indenture Supplement.
(d) The distributions to be made pursuant to this Section 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 Master
Indenture and Section 7.01 of this Series 2007-1 Indenture Supplement.
(e) Except as provided in Section 11.02 of the Master Indenture with respect to a final
distribution, distributions to Series 2007-1 Noteholders hereunder shall be made by (i) check
mailed to each Series 2007-1 Noteholder (at such Noteholder’s address as it appears in the Note
Register), except that with respect to any Series 2007-1 Notes registered in the name of the
nominee of a Clearing Agency, such distribution shall be made in immediately available funds and
(ii) without presentation or surrender of any Series 2007-1 Note or the making of any notation
thereon.
Section 5.03. Reports and Statements to Series 2007-1 Noteholders.
(a) On each Distribution Date, the Paying Agent, on behalf of the Indenture Trustee, shall
forward to each Series 2007-1 Noteholder a statement substantially in the form of Exhibit C
prepared by the Servicer.
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(b) Not later than the Determination Date preceding each Distribution Date, the Servicer shall
deliver to the Owner Trustee, the Indenture Trustee, the Paying Agent and each Rating Agency (i) a
statement substantially in the form of Exhibit C prepared by the Servicer and (ii) a certificate of
an Authorized Officer substantially in the form of Exhibit D; provided that the Servicer may amend
the form of Exhibit C and Exhibit D, from time to time, with the consent of the Indenture Trustee.
(c) A copy of this Series 2007-2 Indenture Supplement, as well as each statement or
certificate provided pursuant to Section 5.03(a) or (b), the Transfer and Servicing Agreement and
the Trust Agreement may be obtained by any Series 2007-1 Noteholder by a request in writing to the
Servicer.
(d) On or before January 31 of each calendar year, beginning with calendar year 2008, the
Paying Agent, on behalf of 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 2007-1 Noteholder, a
statement prepared by the Servicer containing the information which is required to be contained in
the statement to Series 2007-1 Noteholders, as set forth in Section 5.03(a), aggregated for such
calendar year or the applicable portion thereof during which such Person was a Series 2007-1
Noteholder, together with other information as is required to be provided by an issuer of
indebtedness under the Code. Such obligation of the Paying Agent shall be deemed to have been
satisfied to the extent that substantially comparable information shall be provided by the Paying
Agent pursuant to any requirements of the Code as from time to time in effect.
(e) The Paying Agent on behalf of the Indenture Trustee, may make available, via the Paying
Agent’s internet website, any statement required to be forwarded to the Series 2007-1 Noteholders
under Section 5.03(a) and the statement required to be forwarded to the Series 2007-1 Noteholders
under Section 5.03(d) and, with the consent or at the direction of the Servicer, such other
information regarding the Notes or the Receivables as the Paying Agent may have in its possession,
but only with the use of a password provided by the Paying Agent or its agent to such Person.
Neither the Paying Agent nor the Indenture Trustee will make any representation or warranties as to
the accuracy or completeness of such documents and will assume no responsibility therefor.
The Paying Agent’s internet website shall be initially located at “xxx.XXXXxxx.xxx” or at such
other address as shall be specified by the Indenture Trustee from time to time in writing to the
Series 2007-1 Noteholders. In connection with providing access to the Paying Agent’s internet
website, the Indenture Trustee may require registration and the acceptance of a disclaimer.
Neither the Paying Agent nor the Indenture Trustee shall be liable for the dissemination of
information in accordance with this Series 2007-2 Indenture Supplement.
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ARTICLE SIX
SERIES 2007-1 PAY OUT EVENTS
Section 6.01. Series 2007-1 Pay Out Events. If any one of the following events shall
occur with respect to the Series 2007-1 Notes:
(a) failure on the part of the Transferor (i) to make any payment or deposit required
to be made by the Transferor by the terms of the Transfer and Servicing Agreement, the
Master Indenture or this Series 2007-1 Indenture Supplement on or before the date occurring
five Business Days after the date such payment or deposit is required to be made therein or
herein or (ii) duly to observe or perform any other covenants or agreements of the
Transferor set forth in the Transfer and Servicing Agreement, the Master Indenture or this
Series 2007-1 Indenture Supplement, which failure has a material adverse effect on the
Series 2007-1 Noteholders and which continues unremedied for a period of 60 days after the
date on which written notice of such failure, requiring the same to be remedied, shall have
been given to the Transferor by the Indenture Trustee, or to the Transferor and the
Indenture Trustee by any Holder of the Series 2007-1 Notes;
(b) any representation or warranty made by the Transferor in the Transfer and Servicing
Agreement, or any information contained in a computer file or microfiche list required to be
delivered by the Transferor pursuant to Section 2.01 or Section 2.09 of the Transfer and
Servicing Agreement shall prove to have been incorrect in any material respect when made or
when delivered, which continues to be incorrect in any material respect for a period of 60
days after the date on which written notice of such failure, requiring the same to be
remedied, shall have been given to the Transferor by the Indenture Trustee, or to the
Transferor and the Indenture Trustee by any Holder of the Series 2007-1 Notes and as a
result of which the interests of the Series 2007-1 Noteholders are materially and adversely
affected for such period; provided, however, that a Series 2007-1 Pay Out Event pursuant to
this Subsection shall not be deemed to have occurred hereunder 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) a failure by the Transferor to convey Receivables in Supplemental Accounts or
Participation Interests to the Trust within five Business Days after the day on which it is
required to convey such Receivables pursuant to Section 2.09(a) of the Transfer and
Servicing Agreement (including the failure of the Account Owner to transfer the
Receivables);
(d) any Servicer Default shall occur;
(e) the average of the Portfolio Adjusted Yield for any three consecutive Monthly
Periods is less than zero;
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(f) the Offered Note Principal Balance shall not be paid in full on the Expected Final
Principal Payment Date;
(g) an Insolvency Event occurs with respect to the Transferor (including any additional
Transferor), the Bank, the Seller, any other Account Owner or the Servicer;
(h) the Transferor is unable for any reason to transfer Receivables to the Trust in
accordance with the Transfer and Servicing Agreement or the Seller is unable for any reason
to transfer Receivables to the Transferor in accordance with the Receivables Purchase
Agreement;
(i) the Trust becomes required to register as an “investment company” under the
Investment Company Act; or
(j) without limiting the foregoing, the occurrence of an Event of Default with respect
to Series 2007-1 and acceleration of the maturity of the Series 2007-1 Notes pursuant to
Section 5.03 of the Master Indenture;
then, in the case of any event described in subparagraph (a), (b) or (d), after the applicable
grace period, if any, set forth in such subparagraphs, either the Indenture Trustee or the Holders
of Series 2007-1 Notes evidencing at least 25% of the aggregate unpaid principal amount of Series
2007-1 Notes by notice then given in writing to the Transferor and the Servicer (and to the
Indenture Trustee if given by the Series 2007-1 Noteholders) may declare that a “Series Pay Out
Event” with respect to Series 2007-1 (a “Series 2007-1 Pay Out Event”) has occurred as of the date
of such notice, and, in the case of any event described in subparagraph (c), (e), (f), (g), (h),
(i) or (j), a Series 2007-1 Pay Out Event shall occur without any notice or other action on the
part of the Indenture Trustee or the Series 2007-1 Noteholders immediately upon the occurrence of
such event.
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ARTICLE SEVEN
REDEMPTION OF SERIES 2007-1 NOTES; FINAL DISTRIBUTIONS; SERIES TERMINATION
Section 7.01. Optional Redemption of Series 2007-1 Notes; Final Distributions.
(a) On any day occurring on or after the date on which the outstanding principal balance of
the Series 2007-1 Notes is reduced to 10% or less of the initial Note Principal Balance, the
Servicer shall have the option to redeem the Series 2007-1 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 at least 30 days’ prior written notice of
the date on which the Servicer intends to exercise such redemption. Not later than 12:00 noon,
New
York City time, on such date the Servicer shall deposit into the Collection Account in immediately
available funds the excess of the Reassignment Amount over the amount, if any, on deposit in the
Principal Funding Account. Such redemption option is subject to payment in full of the
Reassignment Amount. Following such deposit into the Collection Account in accordance with the
foregoing, the Invested Amount for Series 2007-1 shall be reduced to zero and the Series 2007-1
Noteholders shall have no further security interest in the Receivables. The Reassignment Amount
shall be distributed as set forth in Section 7.01(d).
Section 7.02. Sale of the Receivables or Redemption of the Notes pursuant to Section 2.06
or 7.01 of the Transfer and Servicing Agreement and Section 5.05 and 5.16 of the Master Indenture
and Section 7.01.
(a) (i) The amount to be paid by the Transferor with respect to Series 2007-1 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 2007-1 in
connection with a purchase of the Notes pursuant to Section 7.01 of the Transfer and
Servicing Agreement shall equal the Reassignment Amount for the Distribution Date of such
repurchase
(b) With respect to the Reassignment Amount deposited into the Collection Account pursuant to
Section 7.01 or any amounts allocable to the Series 2007-2 Notes deposited into the Collection
Account pursuant to Section 5.05 and 5.16 of the Master Indenture, the Indenture Trustee shall, in
accordance with the written direction of the Servicer, not later than 12:00 noon,
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:
33
(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 (B) an amount equal to the sum of (1) Class
A Monthly Interest for such Distribution Date, (2) any Class A Monthly Interest previously due but
not distributed to the Class A Noteholders on a prior Distribution Date and (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, (ii) (A) the Class B
Note 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) 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 a prior Distribution Date 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, (iii) (A) the Class C
Note Principal Balance on such Distribution Date will be distributed to the Paying Agent for
payment to the Class C Noteholders and (B) an amount equal to the sum of (1) Class C Monthly
Interest for such Distribution Date, (2) any Class C Monthly Interest previously due but not
distributed to the Class C Noteholders on a prior Distribution Date and (3) the amount of Class C
Additional Interest, if any, for such Distribution Date and any Class C Additional Interest
previously due but not distributed to the Class C Noteholders on any prior Distribution Date, will
be distributed to the Paying Agent for payment to the Class C Noteholders and (iv) any excess shall
be released to the Transferor.
(c) Notwithstanding anything to the contrary in this Series 2007-1 Indenture Supplement, the
Master Indenture or the Transfer and Servicing Agreement, all amounts distributed to the Paying
Agent pursuant to Section 7.01(d) for payment to the Series 2007-1 Noteholders shall be deemed
distributed in full to the Series 2007-1 Noteholders on the date on which such funds are
distributed to the Paying Agent pursuant to this Section and shall be deemed to be a final
distribution pursuant to Section 11.02 of the Master Indenture.
Section 7.03. Series Termination. On the Series 2007-1 Final Maturity Date, the right
of the Series 2007-1 Noteholders to receive payments from the Issuer will be limited solely to the
right to receive payments pursuant to Section 5.05 of the Master Indenture.
34
ARTICLE EIGHT
MISCELLANEOUS PROVISIONS
Section 8.01. Ratification of Master Indenture; Amendments. As supplemented by this
Series 2007-1 Indenture Supplement, the Master Indenture is in all respects ratified and confirmed
and the Master Indenture as so supplemented by this Series 2007-1 Indenture Supplement shall be
read, taken and construed as one and the same instrument. This Series 2007-1 Indenture Supplement
may be amended only by an Indenture Supplement entered into in accordance with the terms of Section
10.01 or 10.02 of the Master Indenture. For purpose of the application of Section 10.02 to any
amendment of this Series 2007-1 Indenture Supplement, the Series 2007-1 Noteholders shall be the
only Noteholders whose vote shall be required. Notwithstanding the foregoing, upon satisfaction of
the Rating Agency Condition, the provisions of this Series 2007-1 Indenture Supplement may be
amended by the parties hereto without consent of Class A Noteholders if the amendment is to
restrict the Transfer of Class B and/or Class C Notes and such amendment is in the Opinion of
Counsel necessary to ensure that the Trust would not be treated as an association or publicly
traded partnership taxable as a corporation.
Section 8.02. Counterparts. This Series 2007-1 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 SERIES 2007-1 INDENTURE SUPPLEMENT SHALL BE
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 Series 2007-2 Indenture Supplement has been executed and delivered by Wilmington
Trust Company, 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 Series 2007-2 Indenture Supplement 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.
35
IN WITNESS WHEREOF, the undersigned have caused this Series 2007-1 Indenture Supplement to be
duly executed and delivered by their respective duly authorized officers on the day and year first
above written.
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NORDSTROM CREDIT CARD MASTER |
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NOTE TRUST II, |
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as Issuer |
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By:
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WILMINGTON TRUST COMPANY, |
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not in its individual capacity |
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but solely as Owner Trustee |
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By:
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/s/ Xxxxx X. Xxxxxx |
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Xxxxx X. Xxxxxx |
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Vice President |
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XXXXX FARGO BANK, NATIONAL ASSOCIATION, |
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as Indenture Trustee |
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By:
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/s/ Xxxxxxx Xxxxxxxxx |
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Xxxxxxx Xxxxxxxxx |
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Vice President |
Acknowledged and Accepted:
NORDSTROM CREDIT CARD
RECEIVABLES II LLC,
as Transferor
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By:
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/s/ Xxxx X. Xxxxxxx
Xxxx X. Xxxxxxx
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Treasurer |
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NORDSTROM fsb,
as Servicer
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By:
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/s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
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Chairman and CEO |
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EXHIBIT A-1
FORM OF SERIES 2007-1 4.92%
ASSET BACKED NOTE, CLASS A
RULE 144A GLOBAL NOTE
THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS
NOTE, AGREES THAT THIS NOTE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN
COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (I) PURSUANT TO RULE 144A
UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A “QIB”), PURCHASING FOR ITS OWN
ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE,
THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OF THE
SECURITIES ACT AND (II) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF THE
UNITED STATES OR ANY OTHER APPLICABLE JURISDICTIONS.
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY,
A NEW YORK CORPORATION (“DTC”), TO THE TRUST OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
NO RESALE OR OTHER TRANSFER OF ANY NOTE SHALL BE MADE TO ANY TRANSFEREE UNLESS: (A) SUCH
TRANSFEREE IS NOT, AND WILL NOT ACQUIRE THE NOTE ON BEHALF OR WITH PLAN ASSETS OF, AN “EMPLOYEE
BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED (“ERISA”), OR ANY OTHER “PLAN” AS DEFINED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE “INTERNAL REVENUE CODE”), THAT IS SUBJECT TO ERISA OR SECTION 4975 OF
THE INTERNAL REVENUE CODE OR ANY ENTITY DEEMED TO HOLD PLAN ASSETS OF ANY OF THE FOREGOING BY
REASON OF AN EMPLOYEE BENEFIT PLAN’S OR PLAN’S INVESTMENT IN THE ENTITY (EACH, A “BENEFIT PLAN”) OR
(B) THE ACQUISITION AND HOLDING OF THE NOTE BY SUCH TRANSFEREE ARE ELIGIBLE FOR THE EXEMPTIVE
RELIEF AVAILABLE UNDER PTCE 84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60, PTCE 96-23 OR A SIMILAR
EXEMPTION. EACH PURCHASER OR TRANSFEREE OF A NOTE, BY ITS ACCEPTANCE OF SUCH NOTE, WILL BE
DEEMED TO HAVE MADE THE REPRESENTATION SET FORTH IN CLAUSE (A) OR (B) ABOVE.
A-1-1
THE PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING
PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.
TRANSFERS OF THE NOTES MUST GENERALLY BE ACCOMPANIED BY APPROPRIATE TAX TRANSFER DOCUMENTATION
AND ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE MASTER INDENTURE.
THE HOLDER, BY ACCEPTANCE OF THIS NOTE, SHALL BE DEEMED TO HAVE AGREED TO TREAT THE NOTES AS
DEBT SOLELY OF THE TRUST FOR UNITED STATES FEDERAL, STATE AND LOCAL INCOME, SINGLE BUSINESS AND
FRANCHISE TAX PURPOSES.”
THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF COVENANTS AND AGREES THAT IT WILL NOT AT ANY
TIME INSTITUTE AGAINST THE TRUST OR THE TRANSFEROR, OR JOIN IN INSTITUTING AGAINST THE TRUST 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.
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No. 144A/R-1
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Up to $325,500,000 |
CUSIP NO. 00000XXX0
Class A Note Rate: 4.92%
NORDSTROM CREDIT CARD MASTER NOTE TRUST II
SERIES 2007-1 4.92% ASSET BACKED NOTE, CLASS A
Nordstrom Credit Card Master Note Trust II (herein referred to as the “Trust”), a Delaware
statutory trust governed by a Second Amended and Restated Trust Agreement, dated as of May 1, 2007
(the “Trust Agreement”), between Nordstrom Credit Card Receivables II LLC, as transferor (the
“Transferor”), and Wilmington Trust Company, as owner trustee (the “Owner Trustee”), for value
received, hereby promises to pay to DTC, or its registered assigns, subject to the following
provisions, the principal sum of , or such greater or lesser amount as
determined in accordance with the Master Indenture, referred to herein, on the Series 2007-1 Final
Maturity Date (which is the earlier to occur of (a) the Distribution Date on which the Note
Principal Balance is paid in full and (b) the May 15, 2013 Distribution Date), except as otherwise
provided below or in the Master Indenture. The Trust will pay interest on the unpaid principal
amount of this Note at the rate specified above on each Distribution Date until the principal
amount of this Note is paid in full. Interest on this Note will
A-1-2
accrue for each Distribution Date from and including the preceding Distribution Date (or in
the case of the initial Distribution Date, from and including the Closing Date) to but excluding
the current Distribution Date. Interest will be computed on the basis of 30 days in such Interest
Period and a 360-day year. Principal of this Note shall be paid in the manner specified on the
reverse hereof.
The principal of and interest on this 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 Note set forth on the reverse hereof,
which shall have the same effect as though fully set forth on the face of this Note.
Unless the certificate of authentication hereon has been executed by or on behalf of the
Indenture Trustee, by manual signature, this Note shall not be entitled to any benefit under the
Master Indenture or the Series 2007-1 Indenture Supplement referred to on the reverse hereof, or be
valid for any purpose.
A-1-3
IN WITNESS WHEREOF, the Trust has caused this Class A Note to be duly executed.
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NORDSTROM CREDIT CARD MASTER NOTE TRUST II, |
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as Trust |
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By:
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WILMINGTON TRUST COMPANY, |
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not in its individual capacity but solely as |
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Owner Trustee under the Trust Agreement |
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By: |
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Name: |
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Title: |
Dated: _________, _____
INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION
This is one of the Class A Notes described in the within-mentioned Indenture.
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XXXXX FARGO BANK, NATIONAL ASSOCIATION, |
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as Indenture Trustee |
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By: |
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Authorized Signatory |
A-1-4
NORDSTROM CREDIT CARD MASTER NOTE TRUST II
SERIES 2007-1 4.92% ASSET BACKED NOTE, CLASS A
Summary of Terms and Conditions
This Class A Note is one of a duly authorized issue of Notes of the Trust, designated as
Nordstrom Credit Card Master Note Trust II, Series 2007-1 (the “Series 2007-1 Notes”), issued under
an Amended and Restated Master Indenture, dated as of May 1, 2007 (the “Master Indenture”) between
the Trust and Xxxxx Fargo Bank, National Association, as indenture trustee (the “Indenture
Trustee”), as supplemented by the Series 2007-1 Indenture Supplement, dated as of May 1, 2007 (the
“Series 2007-1 Indenture Supplement” and, together with the Master Indenture, the “Master
Indenture”), between the Trust and the Indenture Trustee and representing the right to receive
certain payments from the Trust. The Notes are subject to all of the terms of the Master
Indenture. All terms used in this Note that are defined in the Master Indenture has the meanings
assigned to them in or pursuant to the Master Indenture. In the event of any conflict or
inconsistency between the Master Indenture and this Note, the Master Indenture shall control. This
Class A Note does not purport to summarize the Master Indenture and reference is made to the Master
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 Notes and the Class C Notes will also be issued under the Master 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 Note or the
Master Indenture or, except as expressly provided in the Master Indenture, subject to any liability
under the Master Indenture.
The Expected Final Principal Payment Date is the April 15, 2010 Distribution Date, but
principal with respect to the Class A Notes may be paid earlier or later under certain
circumstances described in the Master Indenture. If for one or more months during the Controlled
Accumulation Period there are not sufficient funds to deposit into the Principal Funding Account
the Controlled Deposit Amount, then to the extent that excess funds are not available on subsequent
Distribution Dates with respect to the Controlled Accumulation Period to make up for such
shortfalls, the final payment of principal of the Notes will occur later than the Expected Final
Principal Payment Date. Payments of principal of the Notes shall be payable in accordance with the
provisions of the Master Indenture.
Subject to the terms and conditions of the Master 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 Series 2007-1 Indenture Supplement. Except as provided in the Master
Indenture with respect to a final distribution, distributions to Series 2007-1 Noteholders shall be
A-1-5
made by (i) check mailed to each Series 2007-1 Noteholder (at such Noteholder’s address as it
appears in the Note Register), except that with respect to any Series 2007-1 Notes registered in
the name of the nominee of a Clearing Agency, such distribution shall be made in immediately
available funds and (ii) without presentation or surrender of any Series 2007-1 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 Series 2007-1 Noteholders in accordance with
the Master Indenture.
On any day occurring on or after the date on which the outstanding principal balance of the
Series 2007-1 Notes is reduced to 10% or less of the initial Note Principal Balance, the Servicer
shall have the option to redeem the Series 2007-1 Notes, 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,
NORDSTROM FSB OR ANY AFFILIATE OF ANY OF THEM AND IS NOT INSURED OR GUARANTEED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY.
Each Noteholder, by accepting a Note, hereby covenants and agrees that it will not at any time
institute against the Trust or the Transferor, or join in instituting against the Trust or the
Transferor, prior to the date which is one year and one day after the termination of this Master
Indenture, acquiesce, petition or otherwise invoke or cause the Issuer or the Transferor to invoke
the process of any Governmental Authority for the purpose of commencing or sustaining a case
against the Issuer or the Transferor under any Debtor Relief Law or appointing a receiver,
liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Issuer or
Transferor or any substantial part of its property or ordering the winding up or liquidation of the
affairs of the Issuer or Transferor.
Except as otherwise provided in the Indenture Supplement, the Class A Notes are issuable only
in minimum denominations of $100,000 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.
As provided in the Master Indenture and subject to certain limitations therein set forth,
Class A Notes are exchangeable for new Class A Notes in any authorized denominations and of like
aggregate principal amount, upon surrender of such 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 Trust 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.
A-1-6
The Trust, the Transferor, the Indenture Trustee and any agent of the Trust, 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 Trust, the Transferor, the Indenture Trustee nor any agent
of the Trust, Transferor or the Indenture Trustee shall be affected by notice to the contrary.
THIS CLASS A NOTE SHALL BE 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-1-7
ASSIGNMENT
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Social Security or other identifying number of assignee
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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.
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Dated:
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1 |
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Signature Guaranteed: |
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1 |
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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-1-8
SCHEDULE OF EXCHANGES IN GLOBAL SECURITY
The following exchanges of a part of this Global Security have been made:
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Signature of |
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Principal Xxxxxx of |
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authorized officer |
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Decrease in Principal |
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Increase in Principal |
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this Global Security |
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of Trustee or |
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Date of Exchange |
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Custodian |
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A-1-9
EXHIBIT A-2
FORM OF SERIES 2007-1 5.02%
ASSET BACKED NOTE, CLASS B
RULE 144A GLOBAL NOTE
THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS
NOTE, AGREES THAT THIS NOTE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN
COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (I) PURSUANT TO RULE 144A
UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A “QIB”), PURCHASING FOR ITS OWN
ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE,
THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OF THE
SECURITIES ACT AND (II) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF THE
UNITED STATES OR ANY OTHER APPLICABLE JURISDICTIONS.
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY,
A NEW YORK CORPORATION (“DTC”), TO THE TRUST OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
NO RESALE OR OTHER TRANSFER OF ANY NOTE SHALL BE MADE TO ANY TRANSFEREE UNLESS: (A) SUCH
TRANSFEREE IS NOT, AND WILL NOT ACQUIRE THE NOTE ON BEHALF OR WITH PLAN ASSETS OF, AN “EMPLOYEE
BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED (“ERISA”), OR ANY OTHER “PLAN” AS DEFINED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE “INTERNAL REVENUE CODE”), THAT IS SUBJECT TO ERISA OR SECTION 4975 OF
THE INTERNAL REVENUE CODE OR ANY ENTITY DEEMED TO HOLD PLAN ASSETS OF ANY OF THE FOREGOING BY
REASON OF AN EMPLOYEE BENEFIT PLAN’S OR PLAN’S INVESTMENT IN THE ENTITY (EACH, A “BENEFIT PLAN”) OR
(B) THE ACQUISITION AND HOLDING OF THE NOTE BY SUCH TRANSFEREE ARE ELIGIBLE FOR THE EXEMPTIVE
RELIEF AVAILABLE UNDER PTCE 84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60, PTCE 96-23 OR A SIMILAR
EXEMPTION. EACH PURCHASER OR TRANSFEREE OF A NOTE, BY ITS
ACCEPTANCE OF SUCH NOTE, WILL BE DEEMED TO HAVE MADE THE REPRESENTATION SET FORTH IN CLAUSE
(A) OR (B) ABOVE.
A-2-1
THE PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING
PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.
TRANSFERS OF THE NOTES MUST GENERALLY BE ACCOMPANIED BY APPROPRIATE TAX TRANSFER DOCUMENTATION
AND ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE MASTER INDENTURE.
THE HOLDER, BY ACCEPTANCE OF THIS NOTE, SHALL BE DEEMED TO HAVE AGREED TO TREAT THE NOTES AS
DEBT SOLELY OF THE TRUST FOR UNITED STATES FEDERAL, STATE AND LOCAL INCOME, SINGLE BUSINESS AND
FRANCHISE TAX PURPOSES.”
THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF COVENANTS AND AGREES THAT IT WILL NOT AT ANY
TIME INSTITUTE AGAINST THE TRUST OR THE TRANSFEROR, OR JOIN IN INSTITUTING AGAINST THE TRUST 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.
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No. 144A/R-1
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Up to $24,500,000 |
CUSIP NO. 00000XXX0
Class B Note Rate: 5.02%
NORDSTROM CREDIT CARD MASTER NOTE TRUST II
SERIES 2007-1 5.02% ASSET BACKED NOTE, CLASS B
Nordstrom Credit Card Master Note Trust II (herein referred to as the “Trust”), a Delaware
statutory trust governed by a Second Amended and Restated Trust Agreement, dated as of May 1, 2007
(the “Trust Agreement”), between Nordstrom Credit Card Receivables II LLC, as transferor (the
“Transferor”), and Wilmington Trust Company, as owner trustee (the “Owner Trustee”), for value
received, hereby promises to pay to DTC, or its registered assigns, subject to the following
provisions, the principal sum of , or such greater or lesser amount as
determined in accordance with the Master Indenture, on the Series 2007-1 Final Maturity Date (which
is the earlier to occur of (a) the Distribution Date on which the Note Principal Balance is paid in
full and (b) the May 15, 3013 Distribution Date), except as otherwise provided below or in the
Master Indenture. The Trust will pay interest on the unpaid principal amount of this Note at the
rate specified above on each Distribution Date until the principal amount of this Note is paid in
full. Interest on this Note will accrue for each Distribution Date from and including the
preceding Distribution Date (or in the case of the initial Distribution
Date, from and including the Closing Date) to but excluding the current Distribution Date.
Interest will be computed on the basis of 30 days in such Interest Period and a 360-day year.
Principal of this Note shall be paid in the manner specified on the reverse hereof.
A-2-2
The principal of and interest on this 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 Note set forth on the reverse hereof,
which shall have the same effect as though fully set forth on the face of this Note.
Unless the certificate of authentication hereon has been executed by or on behalf of the
Indenture Trustee, by manual signature, this Note shall not be entitled to any benefit under the
Master Indenture or the Series 2007-1 Indenture Supplement referred to on the reverse hereof, or be
valid for any purpose.
THIS CLASS B NOTE IS SUBORDINATED TO THE EXTENT NECESSARY TO FUND PAYMENT ON THE CLASS A NOTES
TO THE EXTENT SPECIFIED IN THE SERIES 2007-1 INDENTURE SUPPLEMENT.
A-2-3
IN WITNESS WHEREOF, the Trust has caused this Class B Note to be duly executed.
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NORDSTROM CREDIT CARD MASTER NOTE TRUST II, |
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as Trust |
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By:
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WILMINGTON TRUST COMPANY, |
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not in its individual capacity but solely as |
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Owner Trustee under the Trust Agreement |
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By: |
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Name: |
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Dated: _________, _____
INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION
This is one of the Class B Notes described in the within-mentioned Indenture.
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XXXXX FARGO BANK, NATIONAL ASSOCIATION, |
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as Indenture Trustee |
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By: |
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Authorized Signatory |
A-2-4
NORDSTROM CREDIT CARD MASTER NOTE TRUST II
SERIES 2007-1 5.02% ASSET BACKED NOTE, CLASS B
Summary of Terms and Conditions
This Class B Note is one of a duly authorized issue of Notes of the Trust, designated as
Nordstrom Credit Card Master Note Trust II, Series 2007-1 (the “Series 2007-1 Notes”), issued under
an Amended and Restated Master Indenture, dated as of May 1, 2007 (the “Master Indenture”), between
the Trust and Xxxxx Fargo Bank, National Association, as indenture trustee (the “Indenture
Trustee”), as supplemented by the Series 2007-1 Indenture Supplement, dated as of May 1, 2007 (the
“Series 2007-1 Indenture Supplement”), between the Trust and the Indenture Trustee, and
representing the right to receive certain payments from the Trust. The term “Indenture,” unless
the context otherwise requires, refers to the Master Indenture as supplemented by the Series 2007-1
Indenture Supplement. The Notes are subject to all of the terms of the Master Indenture. All
terms used in this Note that are defined in the Master Indenture has the meanings assigned to them
in or pursuant to the Master Indenture. In the event of any conflict or inconsistency between the
Master Indenture and this Note, the Master Indenture shall control.
The Class A Notes and the Class C Notes will also be issued under the Master Indenture.
The Noteholder, by its acceptance of this Note, agrees that it will look solely to the
property of the Trust allocated to the payment of this Note for payment hereunder and that the
Indenture Trustee is not liable to the Noteholders for any amount payable under the Note or the
Master Indenture or, except as expressly provided in the Master Indenture, subject to any liability
under the Master Indenture.
This Class B Note does not purport to summarize the Master Indenture and reference is made to
the Master 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 Note Initial Principal Balance is $24,500,000. The Class B Note Principal Balance
on any date of determination will be an amount equal to (a) the Class B Note Initial Principal
Balance, minus (b) the aggregate amount of principal payments made to the Class B Noteholders on or
prior to such date.
The Expected Final Principal Payment Date is the April 15, 2010 Distribution Date, but
principal with respect to the Class B Notes may be paid earlier or later under certain
circumstances described in the Master Indenture. If for one or more months during the Controlled
Accumulation Period there are not sufficient funds to deposit into the Principal Funding Account
the Controlled Deposit Amount, then to the extent that excess funds are not available on subsequent
Distribution Dates with respect to the Controlled Accumulation Period to make up for such
shortfalls, the final payment of principal of the Class B Notes will occur later than the Expected
Final Principal Payment Date. Payments of principal of the Class B Notes shall be payable in
accordance with the provisions of the Master Indenture.
A-2-5
Subject to the terms and conditions of the Master 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 Master Indenture with
respect to a final distribution, distributions to Series 2007-1 Noteholders shall be made by (i)
check mailed to each Series 2007-1 Noteholder (at such Noteholder’s address as it appears in the
Note Register), except that with respect to any Series 2007-1 Notes registered in the name of the
nominee of a Clearing Agency, such distribution shall be made in immediately available funds and
(ii) without presentation or surrender of any Series 2007-1 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 Master Indenture Trustee to the Series 2007-1 Noteholders in accordance with the Master
Indenture.
On any day occurring on or after the date on which the outstanding principal balance of the
Series 2007-1 Notes is reduced to 10% or less of the initial Note Principal Balance, the Servicer
shall have the option to redeem the Series 2007-1 Notes, 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,
NORDSTROM FSB OR ANY AFFILIATE OF ANY OF THEM AND IS NOT INSURED OR GUARANTEED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY.
Each Noteholder, by accepting a Note, hereby covenants and agrees that it will not at any time
institute against the Trust or the Transferor, or join in instituting against the Trust or the
Transferor, prior to the date which is one year and one day after the termination of this Master
Indenture, acquiesce, petition or otherwise invoke or cause the Issuer or the Transferor to invoke
the process of any Governmental Authority for the purpose of commencing or sustaining a case
against the Issuer or the Transferor under any Debtor Relief Law or appointing a receiver,
liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Issuer or
Transferor or any substantial part of its property or ordering the winding up or liquidation of the
affairs of the Issuer or Transferor.
Except as otherwise provided in the Indenture Supplement, the Class B Notes are issuable only
in minimum denominations of $100,000 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
A-2-6
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.
As provided in the Master Indenture and subject to certain limitations therein set forth,
Class B Notes are exchangeable for new Class B Notes in any authorized denominations and of like
aggregate principal amount, upon surrender of such 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
Trust 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 Trust, the Transferor, the Indenture Trustee and any agent of the Trust, 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 Trust, the Transferor, the Indenture Trustee nor any agent
of the Trust, Transferor or the Indenture Trustee shall be affected by notice to the contrary.
THIS CLASS B NOTE SHALL BE 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-2-7
ASSIGNMENT
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Social Security or other identifying number of assignee |
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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.
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Dated:
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2 |
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Signature Guaranteed: |
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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-2-8
SCHEDULE OF EXCHANGES IN GLOBAL SECURITY
The following exchanges of a part of this Global Security have been made:
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A-2-9
EXHIBIT A-3
FORM OF SERIES 2007-1
ASSET BACKED NOTE, CLASS C
RULE 144A GLOBAL NOTE
THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS
NOTE, AGREES THAT THIS NOTE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN
COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (I) PURSUANT TO RULE 144A
UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A “QIB”), PURCHASING FOR ITS OWN
ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE,
THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OF THE
SECURITIES ACT AND (II) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF THE
UNITED STATES OR ANY OTHER APPLICABLE JURISDICTIONS.
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY,
A NEW YORK CORPORATION (“DTC”), TO THE TRUST OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
NO RESALE OR OTHER TRANSFER OF ANY NOTE SHALL BE MADE TO ANY TRANSFEREE UNLESS: (A) SUCH
TRANSFEREE IS NOT, AND WILL NOT ACQUIRE THE NOTE ON BEHALF OR WITH PLAN ASSETS OF, AN “EMPLOYEE
BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED (“ERISA”), OR ANY OTHER “PLAN” AS DEFINED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE “INTERNAL REVENUE CODE”), THAT IS SUBJECT TO ERISA OR SECTION 4975 OF
THE INTERNAL REVENUE CODE OR ANY ENTITY DEEMED TO HOLD PLAN ASSETS OF ANY OF THE FOREGOING BY
REASON OF AN EMPLOYEE BENEFIT PLAN’S OR PLAN’S INVESTMENT IN THE ENTITY (EACH, A “BENEFIT PLAN”) OR
(B) THE ACQUISITION AND HOLDING OF THE NOTE BY SUCH TRANSFEREE ARE ELIGIBLE FOR THE EXEMPTIVE
RELIEF AVAILABLE UNDER PTCE 84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60, PTCE 96-23 OR A SIMILAR
EXEMPTION. EACH PURCHASER OR TRANSFEREE OF A NOTE, BY ITS
ACCEPTANCE OF SUCH NOTE, WILL BE DEEMED TO HAVE MADE THE REPRESENTATION SET FORTH IN CLAUSE
(A) OR (B) ABOVE.
A-3-1
THE PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING
PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.
TRANSFERS OF THE NOTES MUST GENERALLY BE ACCOMPANIED BY APPROPRIATE TAX TRANSFER DOCUMENTATION
AND ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE MASTER INDENTURE.
THE HOLDER, BY ACCEPTANCE OF THIS NOTE, SHALL BE DEEMED TO HAVE AGREED TO TREAT THE NOTES AS
DEBT SOLELY OF THE TRUST FOR UNITED STATES FEDERAL, STATE AND LOCAL INCOME, SINGLE BUSINESS AND
FRANCHISE TAX PURPOSES.”
THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF COVENANTS AND AGREES THAT IT WILL NOT AT ANY
TIME INSTITUTE AGAINST THE TRUST OR THE TRANSFEROR, OR JOIN IN INSTITUTING AGAINST THE TRUST 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.
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No. 144A/R-1
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Up to $26,400,000 |
Class C Note Rate: 0.00%
NORDSTROM CREDIT CARD MASTER NOTE II TRUST
SERIES 2007-1 ASSET BACKED NOTE, CLASS C
Nordstrom Credit Card Master Note Trust II (herein referred to as the “Trust”), a Delaware
statutory trust governed by a Second Amended and Restated Trust Agreement, dated as May 1, 2007
(the “Trust Agreement”), between Nordstrom Credit Card Receivables II LLC, as transferor (the
“Transferor”), and Wilmington Trust Company, as owner trustee, (the “Owner Trustee”), for value
received, hereby promises to pay to Nordstrom Credit Card Receivables II LLC, or registered
assigns, subject to the following provisions, the principal sum of , or such
greater or lesser amount as determined in accordance with the Master Indenture, on the Series
2007-1 Final Maturity Date (which is the earlier to occur of (a) the Distribution Date on which the
Note Principal Balance is paid in full and (b) the Distribution Date), except as
otherwise provided below or in the Master Indenture. The Trust will pay interest on the unpaid
principal amount of this Note at the Class C Note Interest Rate on each Distribution Date until the
principal amount of this Note is paid in full. Interest on this 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 30 days in such Interest Period
and a 360-day year. Principal of this Note shall be paid in the manner specified on the reverse
hereof.
“Class C Note Interest Rate” means a per annum rate of 0.00% or the rate specified by
the Transferor pursuant to Section 4.02 of the Series 2007-1 Indenture Supplement.
The principal of and interest on this 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 Note set forth on the reverse hereof,
which shall have the same effect as though fully set forth on the face of this Note.
Unless the certificate of authentication hereon has been executed by or on behalf of the
Indenture Trustee, by manual signature, this Note shall not be entitled to any benefit under the
Master Indenture or the Series 2007-1 Indenture Supplement referred to on the reverse hereof, or be
valid for any purpose.
THIS CLASS C NOTE IS SUBORDINATED TO THE EXTENT NECESSARY TO FUND PAYMENTS ON THE CLASS A
NOTES AND THE CLASS B NOTES TO THE EXTENT SPECIFIED IN THE SERIES 2007-1 INDENTURE SUPPLEMENT.
A-3-2
IN WITNESS WHEREOF, the Trust has caused this Class C Note to be duly executed.
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NORDSTROM CREDIT CARD MASTER NOTE II TRUST, |
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as Trust |
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By:
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WILMINGTON TRUST COMPANY, |
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not in its individual capacity but solely as |
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Owner Trustee under the Trust Agreement |
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Name: |
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Dated: , ___
A-3-3
INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION
This is one of the Class C Notes described in the within-mentioned Indenture.
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XXXXX FARGO BANK, NATIONAL ASSOCIATION, |
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as Indenture Trustee |
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By: |
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Authorized Signatory |
A-3-4
NORDSTROM CREDIT CARD MASTER NOTE TRUST II
SERIES 2007-1 ASSET BACKED NOTE, CLASS C
Summary of Terms and Conditions
This Class C Note is one of a duly authorized issue of Notes of the Trust, designated as
Nordstrom Credit Card Master Note Trust II, Series 2007-1 (the “Series 2007-1 Notes”), issued under
an Amended and Restated Master Indenture, dated as of May 1, 2007 (the “Master Indenture”), between
the Trust and Xxxxx Fargo Bank, National Association, as indenture trustee (the “Indenture
Trustee”), as supplemented by the Series 2007-1 Indenture Supplement, dated as of May 1, 2007 (the
“Series 2007-1 Indenture Supplement”), between the Trust and the Indenture Trustee and representing
the right to receive certain payments from the Trust. The term “Indenture,” unless the context
otherwise requires, refers to the Master Indenture as supplemented by the Series 2007-1 Indenture
Supplement. The Notes are subject to all of the terms of the Master Indenture. All terms used in
this Note that are defined in the Master Indenture has the meanings assigned to them in or pursuant
to the Master Indenture. In the event of any conflict or inconsistency between the Master
Indenture and this Note, the Master Indenture shall control.
The Class A Notes and the Class B Notes will also be issued under the Master Indenture.
The Noteholder, by its acceptance of this Note, agrees that it will look solely to the
property of the Trust allocated to the payment of this Note for payment hereunder and that the
Indenture Trustee is not liable to the Noteholders for any amount payable under the Note or the
Master Indenture or, except as expressly provided in the Master Indenture, subject to any liability
under the Master Indenture.
This Note does not purport to summarize the Master Indenture and reference is made to the
Master 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 C Note Initial Principal Balance is $26,400,000. The Class C Note Principal Balance
on any date of determination will be an amount equal to (a) the Class C Note Initial Principal
Balance, minus (b) the aggregate amount of principal payments made to the Class C Noteholders on or
prior to such date.
Subject to the terms and conditions of the Master 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 C Noteholder of
record on the related Record Date (except for the final distribution in respect of this Class C
Note) such Class C 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 C
Notes pursuant to the Indenture Supplement. Except as provided in the Master Indenture with
respect to a final distribution, distributions to Series 2007-1 Noteholders shall be made by (i)
A-3-5
check mailed to each Series 2007-1 Noteholder (at such Noteholder’s address as it appears in
the Note Register), except that with respect to any Series 2007-1 Notes registered in the name of
the nominee of a Clearing Agency, such distribution shall be made in immediately available funds
and (ii) without presentation or surrender of any Series 2007-1 Note or the making of any notation
thereon. Final payment of this Class C Note will be made only upon presentation and surrender of
this Class C Note at the office or agency specified in the notice of final distribution delivered
by the Indenture Trustee to the Series 2007-1 Noteholders in accordance with the Master Indenture.
On any day occurring on or after the date on which the outstanding principal balance of the
Series 2007-1 Notes is reduced to 10% or less of the initial Note Principal Balance, the Servicer
shall have the option to redeem the Series 2007-1 Notes, 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 NOTE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST IN, THE TRANSFEROR, NORDSTROM
FSB OR ANY AFFILIATE OF ANY OF THEM AND IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY.
Each Noteholder, by accepting a Note, hereby covenants and agrees that it will not at any time
institute against the Trust or the Transferor, or join in instituting against the Trust or the
Transferor, prior to the date which is one year and one day after the termination of this Master
Indenture, acquiesce, petition or otherwise invoke or cause the Issuer or the Transferor to invoke
the process of any Governmental Authority for the purpose of commencing or sustaining a case
against the Issuer or the Transferor under any Debtor Relief Law or appointing a receiver,
liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Issuer or
Transferor or any substantial part of its property or ordering the winding up or liquidation of the
affairs of the Issuer or Transferor.
Except as otherwise provided in the Indenture Supplement, the Class C Notes are issuable only
in minimum denominations of $100,000 and integral multiples of $1,000. The transfer of this Class
C Note shall be registered in the Note Register upon surrender of this Class C 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 C Noteholder or such Class C
Noteholder’s attorney, and duly authorized in writing with such signature guaranteed, and thereupon
one or more new Class C Notes in any authorized denominations of like aggregate principal amount
will be issued to the designated transferee or transferees.
As provided in the Master Indenture and subject to certain limitations therein set forth,
Class C Notes are exchangeable for new Class C Notes in any authorized denominations and of like
aggregate principal amount, upon surrender of such 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 Trust 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.
A-3-6
The Trust, the Transferor, the Indenture Trustee and any agent of the Trust, the Transferor or
the Indenture Trustee shall treat the person in whose name this Class C Note is registered as the
owner hereof for all purposes, and neither the Trust, the Transferor, the Indenture Trustee nor any
agent of the Trust, the Transferor or the Indenture Trustee shall be affected by notice to the
contrary.
THIS NOTE SHALL BE 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-3-7
ASSIGNMENT
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Social Security or other identifying number of assignee
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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.
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Dated:
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3 |
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Signature Guaranteed: |
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3 |
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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-3-8
EXHIBIT B
FORM OF MONTHLY PAYMENT INSTRUCTIONS AND
NOTIFICATION TO THE INDENTURE TRUSTEE
NORDSTROM CREDIT CARD MASTER NOTE TRUST II
SERIES 2007-1
The undersigned, a duly authorized representative of Nordstrom fsb, as Servicer (the
“Servicer”) pursuant to the Amended and Restated Transfer and Servicing Agreement, dated as of May
___, 2007 (the “Transfer and Servicing Agreement”), among the Servicer, Nordstrom Credit Card
Receivables II LLC, as Transferor, Nordstrom Credit Card Master Note Trust II (the “Trust”), as
issuer and Xxxxx Fargo Bank, National Association, as Indenture Trustee, does hereby certify as
follows:
1. Capitalized terms used in this Certificate have their respective meanings set forth in the
Transfer and Servicing Agreement or the Amended and Restated Master Indenture, dated as of May 1,
2007 (the “Master Indenture”), between the Trust and Xxxxx Fargo Bank, National Association, as
indenture trustee (the “Indenture Trustee”) as supplemented by the Series 2007-1 Indenture
Supplement, dated as of May 1, 2007, between the Trust and the Indenture Trustee (as amended and
supplemented, the “Series 2007-1 Indenture Supplement”), as applicable.
2. Nordstrom fsb is the Servicer.
3. The undersigned is an Authorized Officer of the Servicer.
I. Instruction to Make a Withdrawal
Pursuant to Section 4.03(a) of the Series 2007-1 Indenture Supplement, the Servicer does
hereby instruct the Indenture Trustee (i) to make withdrawals from the Collection Account on
___, ___, which date is a Distribution Date under the Series 2007-1 Indenture Supplement,
in the aggregate amounts as set forth below in respect of the following amounts and (ii) to apply
the proceeds of such withdrawals in accordance with Sections 3.01(a) and 4.03(a):
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(A) |
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Pursuant to Section 4.03(a)(i): |
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(1) |
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The Monthly Servicing Fee for such Distribution
Date $___ |
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(2) |
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Accrued and unpaid Monthly Servicing Fees $___ |
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(B) |
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Pursuant to Section 4.03(a)(ii): |
(1) Interest at the Class A Note Interest Rate for the
related Interest Period on the outstanding principal
balance of the Class A Notes $___
B-1
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(2) |
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Class A Monthly Interest previously due but not
paid $___ |
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(3) |
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Class A Additional Interest and any Class A
Additional Interest previously due but not paid $___ |
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(C) |
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Pursuant to Section 4.03(a)(iii): |
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(1) |
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Interest at the Class B Note Interest Rate for the
related Interest Period on the outstanding principal
balance of the Class B Notes $___ |
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(2) |
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Class B Monthly Interest previously due but not
paid $___ |
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(3) |
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Class B Additional Interest and any Class B
Additional Interest previously due but not paid $___ |
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(D) |
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Pursuant to Section 4.03(a)(iv): |
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(1) |
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Interest at the Class C Note Interest Rate for the
related Interest Period on the outstanding principal
balance of the Class C Notes $___ |
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(2) |
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Class C Monthly Interest previously due but not
paid $___ |
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(3) |
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Class C Additional Interest and any Class C
Additional Interest previously due but not paid $___ |
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(E) |
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Pursuant to Section 4.03(a)(v): |
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(1) |
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Investor Default Amount and Investor Uncovered
Dilution Amount for such Distribution Date to be
treated as Available Principal Collections $___ |
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(F) |
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Pursuant to Section 4.03(a)(vi): |
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(1) |
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Aggregate amount of Investor Charge-Offs and
Reallocated Principal Collections not previously
reimbursed to be treated as Available Principal
Collections $___ |
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(G) |
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Pursuant to Section 4.03(a)(vii): |
B-2
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(1) |
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Balance, if any, up to the outstanding principal
amount of the Series 2007-1 Notes to be treated as
Available Principal Collections $___ |
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(H) |
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Pursuant to Section 4.03(a)(viii): |
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(1) An amount equal to the amount to be deposited in
the Reserve Account $___ |
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(I) |
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Pursuant to Section 4.03(a)(ix): |
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(1) |
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An amount equal to the Transition Expenses $___ |
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(J) |
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Pursuant to Section 4.03(a)(x): |
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(1) |
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Balance, if any, to constitute a portion of Excess
Finance Charge Collections and to be available for
allocation to other Series in Group One or to the
Holder of the Transferor Certificates $___ |
Pursuant to Sections 4.03(b), (c) and (d), the Servicer hereby instructs the Indenture Trustee
(i) to make withdrawals from the Collection Account on , which date is a Distribution
Date under the Series 2007-1 Indenture Supplement, in the aggregate amounts (equal to the Available
Principal Collections) as set forth below in respect of the following amounts and (ii) to apply the
proceeds of such withdrawals in accordance with Sections 4.03(b), (c)and (d):
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(A) |
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Pursuant to Section 4.03(b): |
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(1) |
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During the Revolving Period,
amount equal to Available Principal
Collections to be treated as Shared
Principal Collections $___ |
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(B) |
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Pursuant to Section 4.03(c): |
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(1) |
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During Controlled Accumulation
Period, Available Principal
Collections deposited in the
Collection Account for the related
Monthly Period deposited in an amount
up to the Monthly Principal for such
Distribution Date into the Principal
Funding Account $___ |
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(C) |
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Pursuant to Section 4.03(d)(i): |
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(1) |
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During Early Amortization Period,
Available Principal Collections for
such Distribution Date to Class A
Notes until Class A Notes paid in
full $___ |
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(D) |
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Pursuant to Section 4.03(d)(ii): |
B-3
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(1) |
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After giving effect to clause (C)
above, during Early Amortization
Period, if any remaining Available
Principal Collections, to Class B
Notes until Class B Notes paid in
full $___ |
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(E) |
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Pursuant to Section 4.03(d)(iii): |
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(1) |
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After giving effect to clauses
(C) and (D) above, during Early
Amortization Period, if any remaining
Available Principal Collections, to
Class C Notes until Class C Notes
paid in full $___ |
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(F) |
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Pursuant to Section 4.03(d)(iv): |
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(1) |
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Amount, if any, remaining after
giving effect to clauses (C), (D) and
(E) above, to be treated as Shared
Principal Collections $___ |
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(G) |
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Pursuant to Section 4.03(e): |
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(1) |
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Amount to be withdrawn from the
Principal Funding Account and
distributed to the Paying Agent for
payment to the (i) Class A
Noteholders and then (ii) Class B
Noteholders $___ |
Pursuant to Section 4.05, the Servicer does hereby instruct the Indenture Trustee to apply on
___, which is a Distribution Date under the Series 2007-1 Indenture Supplement, any
Reallocated Principal Collections for such Distribution Date in amount equal to $___.
INSTRUCTION TO MAKE CERTAIN PAYMENTS
Pursuant to Section 5.02, the Servicer does hereby instruct the Indenture Trustee or the
Paying Agent, as the case may be, to pay in accordance with Section 5.02 from the Collection
Account or the Principal Funding Account, as applicable, on ___, which date is a
Distribution Date under the Series 2007-1 Indenture Supplement, the following amounts as set forth
below:
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(A) |
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Pursuant to Section 5.02(a):
Interest to be distributed to Class A Noteholders $___ |
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(B) |
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Pursuant to Section 5.02(a):
Principal to be distributed to Class A Noteholders $___ |
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(C) |
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Pursuant to Section 5.02(b):
Interest to be distributed to Class B Noteholders $___ |
B-4
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(D) |
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Pursuant to Section 5.02(b):
Principal to be distributed to Class B Noteholders $___ |
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(E) |
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Pursuant to Section 5.02(c):
Interest to be distributed to Class C Noteholders $___ |
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(F) |
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Pursuant to Section 5.02(c):
Principal to be distributed to Class C Noteholders $___ |
B-5
IN WITNESS WHEREOF, the undersigned has duly executed this Certificate this ___day of
___, ___.
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NORDSTROM fsb, |
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as Servicer |
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By: |
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Name: |
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Title: |
B-6
EXHIBIT C
FORM OF MONTHLY STATEMENT
NORDSTROM CREDIT CARD MASTER NOTE TRUST II
SERIES 2007-1
Pursuant to the Amended and Restated Master Indenture, dated as of May 1, 2007 (as amended,
supplemented or modified from time to time, the “Master Indenture”), between Nordstrom Credit Card
Master Note Trust II (the “Trust”) and Xxxxx Fargo Bank, National Association, as indenture trustee
(the “Indenture Trustee”), as supplemented by the Series 2007-1 Indenture Supplement, dated as of
May 1, 2007 (the “Series 2007-1 Indenture Supplement”), between the Trust and the Indenture
Trustee, Nordstrom fsb, as Servicer (the “Servicer”) under the Amended and Restated Transfer and
Servicing Agreement, dated as of May ___, 2007 (the “Transfer and Servicing Agreement”), among
Nordstrom Credit Card Receivables II LLC, as Transferor, the Servicer, the Trust and Xxxxx Fargo
Bank, National Association, as Indenture Trustee, is required to prepare certain information each
month regarding current distributions to the Series 2007-1 Noteholders and the performance of the
Trust during the previous month. The information which is required to be prepared with respect to
the Distribution Date of ___, and with respect to the performance of the Trust during the
month of ___is set forth below. Capitalized terms used in this Monthly Statement have
their respective meanings set forth in the Master Indenture and the Series 2007-1 Indenture
Supplement.
C-1
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(A) |
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Information regarding distributions in respect
of the Class A Notes |
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(1) |
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The total amount of the
distribution in respect of Class A
Notes $___ |
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(2) |
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The amount of the distribution
set forth in paragraph 1 above in
respect of interest on the Class A
Notes $___ |
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(3) |
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The amount of the distribution
set forth in paragraph 1 above in
respect of principal of the Class A
Notes $___ |
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(4) |
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The amount of the distribution
set forth in paragraph 1 above to be
treated as Shared Principal
Collections $___ |
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(B) |
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Information regarding distributions in respect
of the Class B Notes |
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(1) |
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The total amount of the
distribution in respect of Class B
Notes $___ |
C-2
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(2) |
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The amount of the distribution
set forth in paragraph 1 above in
respect of interest on the Class B
Notes $___
(3) The amount of the distribution
set forth in paragraph 1 above in
respect of principal of the Class B
Notes $___
(4) The amount of the distribution
set forth in paragraph 1 above to be
treated as Shared Principal
Collections $___ |
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(C) |
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Information regarding distributions in respect
of the Class C Notes |
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(1) |
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The total amount of the
distribution in respect of Class C
Notes $___
(2) The amount of the distribution
set forth in paragraph 1 above in
respect of interest on the Class C
Notes $___
(3) The amount of the distribution
set forth in paragraph 1 above in
respect of principal of the Class C
Notes $___
(4) The amount of the distribution
set forth in paragraph 1 above to be
treated as Shared Principal
Collections $___ |
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(D) |
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The Uncovered Dilution Amount $___ |
Receivables —
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Beginning of the Month Principal Receivables: |
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$ |
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Beginning of the Month Finance Charge Receivables: |
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$ |
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Beginning of the Month Total Receivables: |
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$ |
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Removed Principal Receivables: |
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$ |
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Removed Finance Charge Receivables: |
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$ |
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Removed Total Receivables: |
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$ |
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Additional Principal Receivables: |
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$ |
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Additional Finance Charge Receivables: |
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$ |
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Additional Total Receivables: |
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$ |
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Discounted Receivables Generated this Period: |
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$ |
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Net Recoveries for month of , 200_ |
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$ |
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Interchange |
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$ |
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End of the Month Principal Receivables: |
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$ |
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End of the Month Finance Charge Receivables: |
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$ |
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End of the Month Total Receivables: |
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$ |
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Special Funding Account Balance: |
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$ |
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End of the Month Transferor Interest: |
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$ |
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Delinquencies And Losses — |
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End of the Month Delinquencies: |
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Receivables |
31-60 Days Delinquent |
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$ |
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61-90 Days Delinquent |
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$ |
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91+ Days Delinquent |
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$ |
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Total 31+ Days Delinquent |
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$ |
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Defaulted Receivables During the Month |
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$ |
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Note Principal Balances — |
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Class A Note Principal Balance |
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$ |
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Class B Note Principal Balance |
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$ |
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Class C Note Principal Balance |
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$ |
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Initial Invested Amount |
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$ |
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Investor Default Amount |
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$ |
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Investor Charge-Offs |
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$ |
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C-3
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Series 2007-1 |
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Floating Investor Percentage |
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% |
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Fixed Investor Percentage |
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% |
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Available Finance Charge Collections |
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$ |
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Investor Default Amount |
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$ |
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Monthly Servicing Fees |
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$ |
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Available Principal Collections |
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$ |
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Required Transferor Interest |
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$ |
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Excess Finance Charge Collections |
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$ |
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Shared Principal Collections |
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$ |
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Application Of Collections — |
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Monthly Servicing Fee |
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$ |
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Class A Monthly Interest |
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$ |
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Class B Monthly Interest |
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$ |
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Class C Monthly Interest |
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$ |
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Investor Default Amount |
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$ |
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Investor Charge Offs and Reallocated Principal Collections not
previously reimbursed |
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$ |
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Amounts To Be Deposited In The Reserve Account |
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$ |
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Reserve Account Draw Amount |
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$ |
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Excess Finance Charges Collections |
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Total Excess Finance Charge Collections for all allocation series |
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$ |
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Yield And Base Rate —
Base Rate (Current Month) |
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% |
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Base Rate (Prior Month) |
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% |
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Base Rate (Two Months Ago) |
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% |
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Three Month Average Base Rate |
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% |
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Portfolio Yield (Current Month) |
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% |
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Portfolio Yield (Prior Month) |
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% |
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Portfolio Yield (Two Months Ago) |
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% |
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Three Month Average Portfolio Adjusted Yield |
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% |
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Principal Collections — |
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Principal Funding Account Balance at Month End |
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Series 2007-1 Principal Shortfall |
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$ |
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Shared Principal Collections Allocable from other Principal
Sharing Series |
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$ |
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Investor Charge Offs and Reductions |
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Investor Charge Offs |
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$ |
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Reductions in Invested Amount (other than by Principal Payments) |
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$ |
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Previous Reductions In Invested Amount Reimbursed |
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$ |
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NORDSTROM fsb, |
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as Servicer |
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By: |
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Name: |
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Title: |
C-4
EXHIBIT D
FORM OF MONTHLY SERVICER’S CERTIFICATE
NORDSTROM CREDIT CARD MASTER NOTE TRUST II
SERIES 2007-1
The undersigned, a duly authorized representative of Nordstrom fsb, as Servicer (the
“Servicer”) pursuant to the Amended and Restated Transfer and Servicing Agreement, dated as of May
___, 2007 (the “Transfer and Servicing Agreement”), among the Servicer, Nordstrom Credit Card
Receivables II LLC, as Transferor, Nordstrom Credit Card Master Note Trust II (the “Trust”) and
Xxxxx Fargo Bank, National Association, as Indenture Trustee (the “Indenture Trustee”), does hereby
certify as follows:
|
1. |
|
Capitalized terms used in this Certificate have their respective meanings set
forth in the Transfer and Servicing Agreement or the Amended and Restated Master
Indenture, dated as of May 1, 2007 (as amended or supplemented, the “Master
Indenture”), between the Trust and the Indenture Trustee as supplemented by the Series
2007-1 Indenture Supplement, dated as of May 1, 2007, between the Trust and the
Indenture Trustee (the “Series 2007-1 Indenture Supplement” and together with the
Master Indenture, the “Indenture”), as applicable. |
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|
2. |
|
Nordstrom fsb is, as of the date hereof, the Servicer under the Transfer and
Servicing Agreement. |
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|
3. |
|
The undersigned is an Authorized Officer of the Servicer. This Certificate
relates to the Distribution Date occurring on ___, 200. As of the date
hereof, to the best knowledge of the undersigned, the Servicer has performed in all
material respects all its obligations under the Transfer and Servicing Agreement and
the Master Indenture through the Monthly Period preceding such Distribution Date [or,
if there has been a default in the performance of any such obligation, set forth in
detail the (i) nature of such default, (ii) the action taken by the Servicer, if any,
to remedy such default and (iii) the current status of each such default]; if
applicable, insert “None.” |
|
|
4. |
|
As of the date hereof, to the best knowledge of the undersigned, no Pay Out
Event occurred on or prior to such Distribution Date. |
D-1
IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Certificate this ___
day of ___, ___.
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NORDSTROM fsb, |
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as Servicer |
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By: |
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Name: |
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Title: |
D-2
EXHIBIT E
FORM OF INVESTMENT LETTER
(Transfer pursuant to §2.03(e) of the Series 2007-1 Indenture Supplement)
_________, ____
Xxxxx Fargo Bank, National Association,
as Indenture Trustee
000 Xxxxxxxxx Xxxxxx
XXX X0000-000
Xxxxxxxxxxx, Xxxxxxxxx 00000
Attn: Corporate Trust Services-Asset Backed Administration
Attention:
|
|
|
Re: |
|
Nordstrom Credit Card Master Note Trust II, Series 2007-1 Asset-Backed Notes |
Dear Sirs:
This letter is delivered by the undersigned (the “Transferee”) pursuant to Section 2.03(e) of
the Series 2007-1 Indenture Supplement (the “2007-1 Indenture Supplement”), dated as of May 1,
2007, among Nordstrom Credit Card Master Note Trust II, as issuer (the “Trust”) and Xxxxx Fargo
Bank, National Association, as indenture trustee (the “Indenture Trustee”), in connection with our
proposed purchase of $___aggregate principal amount of Asset-Backed Notes, Class A (the
“Class A Notes”), $___aggregate principal amount of Asset-Backed Notes, Class B (the
“Class B Notes”) and $___aggregate principal amount of Asset-Backed Notes, Class C (the
“Class C Notes”, and together with the Class A Notes and Class B Notes, the “Offered Notes”),
representing obligations of the Nordstrom Credit Card Master Note Trust II (the “Trust”).
Capitalized terms used herein without definition shall have the meanings set forth in the 2007-2
Indenture Supplement. The investor on whose behalf the undersigned is executing this letter (the
“Transferee”) confirms that:
1. Reference is made to the offering circular, as supplemented by the offering circular
supplement, each dated as of April 25, 2007 (collectively the “Offering Circular”), relating to the
Offered Notes. Capitalized terms used herein that are not otherwise defined shall have the
meanings ascribed thereto in the Offering Circular. The Transferee has received a copy of the
Offering Circular and such other information as the Transferee deems necessary in order to make its
investment decision and the Transferee has been provided the opportunity to ask questions of, and
receive answers from, the Servicer and Nordstrom Credit Card Receivables II LLC, as Transferor,
concerning the Servicer, the Transferor and the terms and conditions of the offering described in
the Offering Circular. The Transferee has received and understands the above, and understands that
substantial risks are involved in an investment in the Offered Notes.
E-1
2. The Transferee is aware that the sale of such Offered Notes to it is being made in reliance
on Rule 144 A.
3. The Transferee is (i) a “Qualified Institutional Buyer” (as defined in Rule 144A under the
Securities Act of 1933, as amended (the “Securities Act”)) (“QIB”) and (ii) acquiring the Offered
Notes for its own account or for the account of an investor of the type described in clause (i)(a)
above as to each of which the Transferee exercises sole investment discretion. The Transferee is
purchasing the Offered Notes for investment purposes and not with a view to, or for, the offer or
sale in connection with, a public distribution or in any other manner that would violate the
Securities Act or the securities laws of any State.
4. The Transferee understands that (i) the Offered Notes have not been and will not be
registered under the Securities Act or any State securities laws, and may not be reoffered, resold,
pledged or otherwise transferred except (a) to a person whom the seller reasonably believes is a
QIB in a transaction meeting the requirements of Rule 144A or (b) in a transaction complying with
the provisions of Rule 903 or 904 under the Securities Act, in each case, in accordance with any
applicable securities laws of any State of the United States or any other applicable jurisdictions,
and that (ii) the Transferee will, and each subsequent holder is required to, notify any subsequent
Transferee of such Offered Notes from it of the resale restrictions referred to in (i) above.
5. The Transferee agrees that if in the future it should offer, sell or otherwise transfer
such Offered Note, it will do so only pursuant to Rule 144A to a person who the seller reasonably
believes is a QIB in a transaction meeting the requirements of Rule 144A, purchasing for its own
account or for the account of a QIB, whom the holder has informed that such offer, sale or other
transfer is being made in reliance on Rule 144A.
6. The Transferee acknowledges that the Offered Notes offered in reliance on Rule 144A will be
represented by a Rule 144A Global Note.
7. Each Offered Note will bear a legend to the following effect, unless the Transferor and the
Indenture Trustee determine otherwise in accordance with applicable law:
“THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES
LAW. THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES THAT THIS NOTE MAY
BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE
WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (I) PURSUANT TO
RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF
RULE 144A (A “QIB”), PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR
THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE
REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS
BEING MADE IN RELIANCE ON RULE 144A AND (II) IN ACCORDANCE WITH ALL
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
APPLICABLE JURISDICTIONS.
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UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
NO RESALE OR OTHER TRANSFER OF ANY NOTE SHALL BE MADE TO ANY TRANSFEREE
UNLESS: (A) SUCH TRANSFEREE IS NOT, AND WILL NOT ACQUIRE THE NOTE ON BEHALF
OR WITH PLAN ASSETS OF, AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION
3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
(“ERISA”), OR ANY OTHER “PLAN” AS DEFINED IN SECTION 4975(e)(1) OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “INTERNAL REVENUE CODE”),
THAT IS SUBJECT TO ERISA OR SECTION 4975 OF THE INTERNAL REVENUE CODE OR ANY
ENTITY DEEMED TO HOLD PLAN ASSETS OF ANY OF THE FOREGOING BY REASON OF AN
EMPLOYEE BENEFIT PLAN’S OR PLAN’S INVESTMENT IN THE ENTITY (EACH, A “BENEFIT
PLAN”) OR (B) THE ACQUISITION AND HOLDING OF THE NOTE BY SUCH TRANSFEREE ARE
ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER PTCE 84-14, PTCE 90-1,
PTCE 91-38, PTCE 95-60, PTCE 96-23 OR A SIMILAR EXEMPTION. EACH PURCHASER
OR TRANSFEREE OF A NOTE, BY ITS ACCEPTANCE OF SUCH NOTE, WILL BE DEEMED TO
HAVE MADE THE REPRESENTATION SET FORTH IN CLAUSE (A) OR (B) ABOVE.
THE PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH HEREIN. ACCORDINGLY, THE
OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE
AMOUNT SHOWN ON THE FACE HEREOF.
TRANSFERS OF THE NOTES MUST GENERALLY BE ACCOMPANIED BY APPROPRIATE TAX
TRANSFER
DOCUMENTATION AND ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE MASTER
INDENTURE.
E-3
THE HOLDER, BY ACCEPTANCE OF THIS NOTE, SHALL BE DEEMED TO HAVE AGREED TO
TREAT THE NOTE AS DEBT SOLELY OF THE TRUST FOR UNITED STATES FEDERAL, STATE
AND LOCAL INCOME, SINGLE BUSINESS AND FRANCHISE TAX PURPOSES.”
8. (a) The Transferee is not acquiring and will not acquire the Offered Notes on behalf of or
with plan assets of any “employee benefit plan”, as defined in Section 3(3) of ERISA, that is
subject to the requirements of Title I of ERISA or any other “plan” as defined in Section
4975(e)(1) of the Internal Revenue Code that is subject to Section 4975 of the Internal Revenue
Code or any entity deemed to hold plan assets of any of the foregoing by reason of an employee
benefit plan’s or plan’s investment in the entity (each, a “Benefit Plan”) or (b) its acquisition
and holding of the Offered Note are eligible for the exemptive relief available under PTCE 84-14,
PTCE 90-1, PTCE 91-38, PTCE 95-60, PTCE 96-23 or a similar exemption. By its acceptance of an
Offered Note each Transferee will be deemed to have made the representation set forth in clause (i)
or (ii).
9. The Transferee agrees that if at some time in the future it wishes to transfer or exchange
any of the Offered Notes, it will not transfer or exchange any of the Offered Notes unless such
transfer or exchange is in accordance with the Master Indenture and the Indenture Supplement. The
Transferee understands that any purported transfer of any Offered Note (or any interest therein) in
contravention of any of the restrictions and conditions in the Master Indenture and the Indenture
Supplement shall be void, and the purported transferee in such transfer shall not be recognized by
the Trust or any other Person as an Offered Noteholder for any purpose.
The Transferee hereby irrevocably requests for you to arrange for Offered Notes to be
purchased by the Transferee and to be recorded on the books of the Indenture Trustee as follows:
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9. You and the Indenture Trustee are entitled to rely upon this letter and are irrevocably
authorized to produce this letter or a copy hereof to any interested party in any administrative or
legal proceeding or official inquiry with respect to the matters covered hereby.
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EXHIBIT F
FORM OF TRANSFER CERTIFICATE
FOR INITIAL AND SUBSEQUENT TRANSFER OF A CLASS C NOTE
(Transfer pursuant to §2.03(e) of the Indenture Supplement)
_________, ____
Xxxxx Fargo Bank, National Association,
as Indenture Trustee
000 Xxxxxxxxx Xxxxxx
XXX X0000-000
Xxxxxxxxxxx, Xxxxxxxxx 00000
Attn: Corporate Trust Services-Asset Backed Administration
Attention:
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Nordstrom Credit Card Master Note Trust II, Series 2007-1, Class C Notes |
Dear Sirs:
In connection with our proposed purchase of $___aggregate principal amount of Asset
Backed Notes, Class C (the “Class C Notes”), representing obligations of the Nordstrom Credit Card
Master Note Trust II (the “Trust”), the investor on whose behalf the undersigned is executing this
letter (the “Transferee”) confirms that:
1. Reference is made to the amended and restated master indenture, as supplemented by the
indenture supplement, each dated as of May 1, 2007, as the same may be amended, supplemented or
otherwise modified from time to time (collectively, the “Indenture”), relating to the Class C
Notes. Capitalized terms used herein that are not otherwise defined shall have the meanings
ascribed thereto in the Master Indenture. The Transferee has received a copy of the Master
Indenture and such other information as the Transferee deems necessary in order to make its
investment decision and the Transferee has been provided the opportunity to ask questions of, and
receive answers from, the Servicer and Nordstrom Credit Card Receivables II LLC, as Transferor,
concerning the Servicer, the Transferor and the terms and conditions of the offering described in
the Master Indenture. The Transferee has received and understands the above, and understands that
substantial risks are involved in an investment in the Class C Notes. The Transferee represents
that in making its investment decision to acquire the Class C Notes, the Transferee has not relied
on representations, warranties, opinions, projections, financial or other information or analysis,
if any, supplied to it by any person, including you, the Transferor, the Servicer or the Owner
Trustee or any of your or their affiliates, except as expressly contained in the Master Indenture
and in the other written information, if any, discussed above. The Transferee 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 Class C Notes, and the Transferee is able to bear the substantial
economic risks of such an investment. The Transferee has relied
upon its own tax, legal and financial advisors in connection with its decision to purchase the
Class C Notes.
F-1
2. The Transferee is (a) a “Qualified Institutional Buyer” (as defined in Rule 144A under the
Securities Act of 1933, as amended (the “Securities Act”)) and (b) acquiring the Class C Notes for
its own account or for the account of an investor of the type described in clause (a) above as to
each of which the Transferee exercises sole investment discretion or. The Transferee is purchasing
the Class C Notes for investment purposes and not with a view to, or for, the offer or sale in
connection with, a public distribution or in any other manner that would violate the Securities Act
or the securities laws of any State.
3. The Transferee understands that (i) the Class C Notes have not been and will not be
registered under the Securities Act or any State securities law, and may not be reoffered, resold,
pledged or otherwise transferred except (a) to a person whom the seller reasonably believes is a
QIB in a transaction meeting the requirements of Rule 144A, (b) in a transaction complying with the
provisions of Rule 903 or 904 under the Securities Act, in each case, in accordance with any
applicable securities laws of any State of the United States or any other applicable jurisdictions,
and that (ii) the Transferee will, and each subsequent holder is required to, notify any subsequent
Transferee of such Class C Notes from it of the resale restrictions referred to in (i) above.
4. The Transferee agrees that if in the future it should offer, sell or otherwise transfer
such Class C Note, it will do so only pursuant to Rule 144A to a person who the seller reasonably
believes is a QIB in a transaction meeting the requirements of Rule 144A, purchasing for its own
account or for the account of a QIB, whom the holder has informed that such offer, sale or other
transfer is being made in reliance on Rule 144A.
5. The Transferee, if it is a QIB, it acknowledges that the Class C Notes offered in reliance
on Rule 144A will be represented by a Rule 144A Global Note.
6. Each Class C Note will bear a legend to the following effect, unless the Transferor and the
Indenture Trustee determine otherwise in accordance with applicable law:
“NO CLASS C NOTE MAY BE SOLD, TRANSFERRED, ASSIGNED OR CONVEYED (EACH A
“TRANSFER”) UNLESS THE INDENTURE TRUSTEE AND THE TRANSFEROR ARE PROVIDED
WITH AN OPINION OF COUNSEL THAT SUCH TRANSFER WILL NOT CAUSE THE TRUST TO BE
TREATED AS AN ASSOCIATION OR PUBLICLY TRADED PARTNERSHIP TAXABLE AS A
CORPORATION FOR FEDERAL INCOME TAX PURPOSES.
THIS CLASS C NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY
STATE SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CLASS C NOTE,
AGREES THAT THIS CLASS C NOTE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
F-2
TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE
LAWS AND ONLY (I) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A “QIB”), PURCHASING
FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE
HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A AND (II) IN ACCORDANCE WITH
ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY
OTHER APPLICABLE JURISDICTIONS.
UNLESS THIS CLASS C NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CLASS C
NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS CLASS C NOTE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY “EMPLOYEE
BENEFIT PLAN” WITHIN THE MEANING OF SECTION 3(3) OF ERISA (WHETHER OR NOT
SUBJECT TO ERISA, AND INCLUDING, WITHOUT LIMITATION, FOREIGN AND
GOVERNMENTAL PLANS) OR ANY “PLAN” DESCRIBED IN SECTION 4975(E)(1) OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “INTERNAL REVENUE CODE”), OR
ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” OF ANY OF THE
FOREGOING BY REASON OF A PLAN’S INVESTMENT IN SUCH ENTITY.
THE PRINCIPAL OF THIS CLASS C NOTE IS PAYABLE AS SET FORTH HEREIN.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS CLASS C NOTE AT ANY
TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.
TRANSFERS OF THE CLASS C NOTES MUST GENERALLY BE ACCOMPANIED BY APPROPRIATE
TAX TRANSFER
DOCUMENTATION AND ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE MASTER
INDENTURE.
F-3
THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF 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.”
7. The Transferee is not acquiring and will not acquire the Class C Notes on behalf of or with
plan assets of any “employee benefit plan”, as defined in Section 3(3) of ERISA, whether or not
subject to ERISA (including, without limitation, foreign and governmental plans), any “plan” of the
Internal Revenue Code or any entity deemed to include plan assets of any of the foregoing by reason
of an employee benefit plan’s or plan’s investment in the entity (each, a “Benefit Plan”).
8. The Transferee agrees that if at some time in the future it wishes to transfer or exchange
any of the Class C Notes, it will not transfer or exchange any of the Class C Notes unless such
transfer or exchange is in accordance with the Master Indenture and the Indenture Supplement. The
Transferee understands that any purported transfer of any Class C Note (or any interest therein) in
contravention of any of the restrictions and conditions in the Master Indenture and the Indenture
Supplement shall be void, and the purported transferee in such transfer shall not be recognized by
the Trust or any other Person as a Class C Noteholder for any purpose.
The Transferee hereby irrevocably requests for you to arrange for Class C Notes to be
purchased by the Transferee and to be recorded on the books of the Indenture Trustee as follows:
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9. You and the Indenture Trustee are entitled to rely upon this letter and are irrevocably
authorized to produce this letter or a copy hereof to any interested party in any administrative or
legal proceeding or official inquiry with respect to the matters covered hereby.
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Very truly yours, |
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