Exhibit 10.32
AGREEMENT REGARDING THE NOTE PURCHASE AGREEMENTS
Agreement Regarding the Note Purchase Agreements, dated as of December 16,
2004 (the "Agreement"), between Nordstrom Credit Card Receivables LLC ("Credit
Card LLC") and Nordstrom Private Label Receivables LLC ("Private Label LLC").
Whereas the Credit Card LLC is a party to the Note Purchase Agreement (the
"Credit Card Note Purchase Agreement"), dated as of December 16, 2004, together
with Nordstrom fsb, as servicer (the "Servicer"), Falcon Asset Securitization
Corporation, as conduit purchaser, and JPMorgan Chase Bank, N.A.
(successor-by-merger to Bank One, NA (Main Office Chicago)), as committed
purchaser and as agent for the purchasers therein;
Whereas the Private Label LLC is a party to the Note Purchase Agreement
(the "Private Label Note Purchase Agreement" and, together with the Credit Card
Note Purchase Agreement, the "Note Purchase Agreements" and individually, a
"Note Purchase Agreement"), dated as of December 4, 2001, as amended, together
with Nordstrom fsb, as servicer (the "Servicer"), Falcon Asset Securitization
Corporation, as conduit purchaser, and JPMorgan Chase Bank, N.A.
(successor-by-merger to Bank One, NA (Main Office Chicago)), as committed
purchaser and as agent for the purchasers therein;
WHEREAS, each of the Note Purchase Agreements provides that Available
Maximum Principal Balance thereunder is reduced by the Class A Invested Amount
under the other Note Purchase Agreement;
WHEREAS, the parties desire to enter into this Agreement to provide for
a limit on the Available Maximum Principal Amount under each Note Purchase
Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and
conditions contained herein, the parties hereby agree as follows:
1. Definitions. Capitalized terms used herein but not otherwise
defined shall have the meaning set forth in the Note Purchase Agreements, as
applicable.
2. Available Maximum Principal Balance.
(a) Private Label LLC hereby agrees that, notwithstanding the
Available Maximum Principal Balance under the Private Label Note Purchase
Agreement, the Class A Invested Amount thereunder shall not exceed $50,000,000.
(b) Credit Card LLC hereby agrees that, notwithstanding the
Available Maximum Principal Balance under the Credit Card Note Purchase
Agreement, the Class A Invested Amount thereunder shall not exceed $100,000,000.
3. Term. Unless the parties agree to an extension, this Agreement
shall expire on February 28, 2006.
4. Headings. Section headings in this Agreement are included
herein for convenience of reference only and shall not constitute part of this
Agreement for any other purpose.
5. Governing Law. This Agreement shall be construed in accordance
with, and be governed by, the laws of the State of New York (including Section
5-1401 of the General Obligations Law but otherwise without respect to conflict
of law principles).
6. Counterparts. This Agreement may be executed by one or more of
the parties to this Agreement on any number of separate counterparts, and all of
said counterparts taken together shall be deemed to constitute one and the same
instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement
effective as of the date first written above.
NORDSTROM CREDIT CARD RECEIVABLES LLC
By: /s/ Xxxx X. Xxxxxxx
-------------------
Name: Xxxx X. Xxxxxxx
Title: Treasurer
NORDSTROM PRIVATE LABEL RECEIVABLES LLC
By: /s/ Xxxxx X. Xxxxxx
-------------------
Name: Xxxxx X. Xxxxxx
Title: President
2
