AMENDMENT NO. 1 TO THE NOTE PURCHASE AGREEMENT
Exhibit 4.1
AMENDMENT NO. 1
TO THE NOTE PURCHASE AGREEMENT
TO THE NOTE PURCHASE AGREEMENT
This AMENDMENT NO. 1 TO THE NOTE PURCHASE AGREEMENT, dated as of January 20, 2010 (this
“Amendment”), is entered into among NORDSTROM CREDIT CARD RECEIVABLES II LLC, as transferor
(the “Transferor”), NORDSTROM FSB, as servicer (the “Servicer”), NORDSTROM CREDIT,
INC. (“NCI”), THE CONDUIT PURCHASERS PARTY HERETO, as conduit purchasers (the “Conduit
Purchasers”) THE COMMITTED PURCHASERS PARTY HERETO, as committed purchasers (the “Committed
Purchasers”), THE AGENTS PARTY HERETO, as agents for their respective Purchaser Groups and
related Purchasers (the “Agents”), and JPMorgan Chase Bank, N.A., in its capacity as
administrative agent (together with any successors and assigns in such capacity, the
“Administrative Agent”).
WITNESSETH:
WHEREAS, the Transferor, the Servicer, NCI, the Conduit Purchasers, the Committed Purchasers,
the Agents and the Administrative Agent are all the parties to that certain Note Purchase Agreement
dated as of November 13, 2009, (as amended, supplemented or otherwise modified from time to time,
the “Note Purchase Agreement”); and
WHEREAS, the parties hereto have agreed to amend the Note Purchase Agreement on the terms and
conditions hereinafter set forth in accordance with its respective amendment provisions.
NOW, THEREFORE, in consideration of the agreements herein contained, and for other valuable
consideration the receipt of which is hereby acknowledged, the parties hereto hereby agree as
follows:
SECTION 1. Definitions. All capitalized terms used but not otherwise defined herein
are used as defined in the Note Purchase Agreement, or, if not defined therein, in the Transfer and
Servicing Agreement.
SECTION 2. Amendment of Section 1.01 of the Note Purchase Agreement. The definition of
“Purchase Expiration Date” is hereby amended by replacing the date “November 11, 2010” in clause
(i) thereof with the date “January 11, 2011”.
SECTION 3 Effectiveness. This Amendment shall become effective as of the date of
execution of this Amendment.
SECTION 4 Continuing Effect of the Note Purchase Agreement. As amended hereby, the
Note Purchase Agreement is, in all respects, ratified and confirmed and the Note Purchase
Agreement, as so amended or supplemented by this Amendment, shall be read, taken and construed as
one and the same instrument. This Amendment shall not constitute an amendment of any provision of the Note Purchase Agreement not
expressly
referred to herein and all other documents, instruments and agreements executed and/or delivered in
connection therewith shall remain in full force and effect and are hereby ratified and confirmed.
SECTION 5 GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH THE INTERNAL 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 6 Successors and Assigns. This Amendment shall be binding upon and shall inure
to the benefit of the parties hereto and their respective successors and assigns.
SECTION 7 Headings. The Section headings in this Amendment are inserted for
convenience of reference only and shall not affect the meaning or interpretation of this Amendment
or any provision hereof.
SECTION 8 Counterparts. This Amendment may be executed by the parties hereto in
several counterparts, each of which shall be deemed to be an original and all of which shall
constitute together but one and the same agreement.
SECTION 9 Representation and Warranty. Each of the parties hereto represents and
warrants that this Amendment has been duly authorized, executed and delivered by it and constitutes
its legal, valid and binding obligations, enforceable in accordance with its terms, except as such
enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent
transfer, moratorium or other similar laws now or hereafter in effect affecting the enforcement of
creditors’ rights in general and by general principles of equity (regardless of whether such
enforceability is considered in a proceeding at law or in equity).
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their respective
officers thereunto duly authorized, as of the date first above written.
NORDSTROM CREDIT CARD RECEIVABLES II LLC, as Transferor |
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By: | /s/ Xxxx X. Xxxxxxx | |||
Name: | Xxxx X. Xxxxxxx | |||
Title: | Treasurer | |||
NORDSTROM FSB, as Servicer |
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By: | /s/ Xxxxx Xxxxxxx | |||
Name: | Xxxxx Xxxxxxx | |||
Title: | President | |||
NORDSTROM CREDIT, INC., |
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By: | /s/ Xxxx X. Xxxxxxx | |||
Name: | Xxxx X. Xxxxxxx | |||
Title: | Assistant Treasurer | |||
JPMORGAN CHASE BANK, N.A., as Administrative Agent |
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By: | /s/ Xxxxx Xxxxxxxx | |||
Name: | Xxxxx Xxxxxxxx | |||
Title: | Vice President | |||
Signature Page to Amendment No. 1 to Note Purchase Agreement
JPMorgan Chase Purchaser Group: JPMORGAN CHASE BANK, N.A., as Agent |
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By: | /s/ Xxxxx Xxxxxxxx | |||
Name: | Xxxxx Xxxxxxxx | |||
Title: | Vice President | |||
FALCON ASSET SECURITIZATION COMPANY LLC, as Conduit Purchaser By: JPMORGAN CHASE BANK, N.A., as its attorney-in-fact |
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By: | /s/ Xxxxx Xxxxxxxx | |||
Name: | Xxxxx Xxxxxxxx | |||
Title: | Vice President | |||
JPMORGAN CHASE BANK, N.A., as a Committed Purchaser Purchaser Percentage: 33⅓% |
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By: | /s/ Xxxxx Xxxxxxxx | |||
Name: | Xxxxx Xxxxxxxx | |||
Title: | Vice President | |||
Signature Page to Amendment No. 1 to Note Purchase Agreement
RBS Purchaser Group: THE ROYAL BANK OF SCOTLAND PLC, as Agent By: RBS SECURITIES INC., as agent |
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By: | /s/ Xxxxx Xxxxxxxx | |||
Name: | Xxxxx Xxxxxxxx | |||
Title: | Vice President | |||
AMSTERDAM FUNDING CORPORATION, as Conduit Purchaser |
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By: | /s/ Xxxx X. Xxxxx | |||
Name: | Xxxx X. Xxxxx | |||
Title: | Vice President | |||
THE ROYAL BANK OF SCOTLAND PLC, as Committed Purchaser Purchaser Percentage: 33⅓% By: RBS SECURITIES INC., as agent |
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By: | /s/ Xxxxx Xxxxxxxx | |||
Name: | Xxxxx Xxxxxxxx | |||
Title: | Vice President | |||
Signature Page to Amendment No. 1 to Note Purchase Agreement
BofA Purchaser Group: BANK OF AMERICA, N.A., as Agent |
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By: | /s/ Xxxxxx Xxxxxxxx | |||
Name: | Xxxxxx Xxxxxxxx | |||
Title: | Vice President | |||
ENTERPRISE FUNDING COMPANY LLC, as Conduit Purchaser |
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By: | /s/ Xxxxx X. Xxxxx | |||
Name: | Xxxxx X. Xxxxx | |||
Title: | Vice President | |||
BANK OF AMERICA, N.A., as Committed Purchaser Purchaser Percentage: 33⅓% |
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By: | /s/ Xxxxxx Xxxxxxxx | |||
Name: | Xxxxxx Xxxxxxxx | |||
Title: | Vice President | |||
Signature Page to Amendment No. 1 to Note Purchase Agreement