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 3Effectiveness. This Amendment shall become effective as of the date of execution of this Amendment.
SECTION 4Continuing 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 5GOVERNING 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 6Successors 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 7Headings. 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 8Counterparts. 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 9Representation 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 | ||||
| By: | /s/ Marc A. Anacker | |||
| Name: | Marc A. Anacker | |||
| Title: | Treasurer | |||
| NORDSTROM FSB, as Servicer | ||||
| By: | /s/ David Loretta | |||
| Name: | David Loretta | |||
| Title: | President | |||
| NORDSTROM CREDIT, INC., | ||||
| By: | /s/ Marc A. Anacker | |||
| Name: | Marc A. Anacker | |||
| Title: | Assistant Treasurer | |||
| JPMORGAN CHASE BANK, N.A., as Administrative Agent | ||||
| By: | /s/ Scott Cornelis | |||
| Name: | Scott Cornelis | |||
| Title: | Vice President | |||
Signature Page to Amendment No. 1 to Note Purchase Agreement
| JPMorgan Chase Purchaser Group: JPMORGAN CHASE BANK, N.A., as Agent | ||||
| By: | /s/ Scott Cornelis | |||
| Name: | Scott Cornelis | |||
| Title: | Vice President | |||
| FALCON ASSET SECURITIZATION COMPANY LLC, as Conduit Purchaser By: JPMORGAN CHASE BANK, N.A., as its attorney-in-fact | ||||
| By: | /s/ Scott Cornelis | |||
| Name: | Scott Cornelis | |||
| Title: | Vice President | |||
| JPMORGAN CHASE BANK, N.A., as a Committed Purchaser Purchaser Percentage: 33⅓% | ||||
| By: | /s/ Scott Cornelis | |||
| Name: | Scott Cornelis | |||
| 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 | ||||
| By: | /s/ Adnan Bhanpuri | |||
| Name: | Adnan Bhanpuri | |||
| Title: | Vice President | |||
| AMSTERDAM FUNDING CORPORATION, as Conduit Purchaser | ||||
| By: | /s/ Jill A. Russo | |||
| Name: | Jill A. Russo | |||
| Title: | Vice President | |||
| THE ROYAL BANK OF SCOTLAND PLC, as Committed Purchaser Purchaser Percentage: 33⅓% By: RBS SECURITIES INC., as agent | ||||
| By: | /s/ Adnan Bhanpuri | |||
| Name: | Adnan Bhanpuri | |||
| Title: | Vice President | |||
Signature Page to Amendment No. 1 to Note Purchase Agreement
| BofA Purchaser Group: BANK OF AMERICA, N.A., as Agent | ||||
| By: | /s/ Steven Maysonet | |||
| Name: | Steven Maysonet | |||
| Title: | Vice President | |||
| ENTERPRISE FUNDING COMPANY LLC, as Conduit Purchaser | ||||
| By: | /s/ Kevin P. Burns | |||
| Name: | Kevin P. Burns | |||
| Title: | Vice President | |||
| BANK OF AMERICA, N.A., as Committed Purchaser Purchaser Percentage: 33⅓% | ||||
| By: | /s/ Steven Maysonet | |||
| Name: | Steven Maysonet | |||
| Title: | Vice President | |||
Signature Page to Amendment No. 1 to Note Purchase Agreement