FOURTH AMENDMENT TO TRANSFER AND ADMINISTRATION AGREEMENT
This FOURTH AMENDMENT TO TRANSFER AND ADMINISTRATION AGREEMENT
(this "Amendment"), dated as of March 1, 2000 is entered into by and
between NORDSTROM fsb, a federal savings bank with its main office at 7320
East Butherus Drive, Suite 100, Scottsdale, AZ 85260 and the successor in
interest to Nordstrom National Credit Bank ("NNCB "),,(together with its
successors and permitted assigns, the "Transferor"), ENTERPRISE FUNDING
CORPORATION, a Delaware corporation with its main office at 100 N. Tryon
Street, NC 1-007-10-06, Charlotte, NC 28255-0001 (together with its
successors and permitted assigns, the "Company"), THE FINANCIAL
INSTITUTIONS FROM TIME TO TIME PARTIES THERETO (collectively, the "Bank
Investors" and each a "Bank Investor") and BANK OF AMERICA, N.A., a
national banking association ("NationsBank"), as agent for the Company and
the Bank Investors (in such capacity, the "Agent") and as a Bank Investor.
WHEREAS, the NNCB, the Company, the Bank Investors and the
Agent have entered into a Transfer and Administration Agreement dated as of
August 14, 1996, as amended by a first amendment thereto dated as of August
19, 1997, a second amendment thereto dated as of July 6, 1998 and a third
amendment thereto dated as of August 9, 1999 (as amended to the date
hereof, the "Transfer and Administration Agreement");
WHEREAS, effective March 1, 2000, NNCB has ceased operation
under a national bank charter, and has simultaneously transferred all its
assets pursuant to a plan of conversion to an entity governed by a federal
savings bank charter issued by the Office of Thrift Supervision and has
changed its name from Nordstrom National Credit Bank to Nordstrom fsb,
whereupon Nordstrom fsb immediately resumed the operations that NNCB had
ceased to perform; and
WHEREAS, all other conditions precedent to the execution of
this Amendment have been complied with.
NOW THEREFORE, in consideration of the mutual agreements set
forth herein and other good and valuable consideration, the receipt of
which is hereby acknowledged, the Transferor, the Company, the Agent and
each Bank Investor agree as follows:
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Section 1. Except as otherwise specifically set forth in this
Amendment, capitalized terms used herein as defined terms but not defined
herein shall have the meanings assigned to them in the Transfer and
Administration Agreement.
Section 2. Assumption. Pursuant to Section 7.2 of the Pooling
and Servicing Agreement, Nordstrom fsb hereby assumes the performance of
every covenant and obligation of the Transferor under the Pooling and
Servicing Agreement and shall benefit from all the rights granted to the
Transferor under the Pooling and Servicing Agreement.
Section 3. Amendment to Definition of Transferor. The
definition of "Transferor" set forth in the Transfer and Administration
Agreement is hereby amended to read as follows:
"Transferor" shall mean Nordstrom fsb, a federal savings bank,
and its permitted successors and assigns.
Section 4. Amendment to Section 3. 1. Section 3.1 (a) of the
Transfer and Administration Agreement is hereby amended by substituting the
words "federal savings bank" for the words "national banking association".
Section 5. Amendment to Section 3.3. Section 3.3(b) of the
Transfer and Administration Agreement is hereby amended by substituting the
words "federal savings bank" for the words "national banking association".
Section 6. Amendment to Section 6.3. Section 6.3 of the
Transfer and Administration Agreement is hereby amended by replacing the
notice address of the Bank provided therein with the following: "Nordstrom
fsb, 7320 East Butherus Drive, Suite 100, Scottsdale, AZ 85260, Attention:
President, Telephone: (480) 596-3365, Telecopy: (480) 596-7923 with a copy
to: Nordstrom fsb, Colorado Service Center, 13531 East Caley Avenue,
Englewood, Colorado 80111, Attention: Senior Vice President & Treasurer,
Telephone: (303) 397-4780, Fax: (303) 397-4811".
Section 7. Consent to Conversion of Charter and Name Change.
The Company, the Agent and each Bank Investor hereby consent to the
conversion of Transferor's charter and to Transferor's name change, as
described in the above recitals, and further consent and agree that
Nordstrom fsb is the permitted successor in interest to NNCB for all
purposes of the Transfer and Administration Agreement, and waive any prior
notice requirements with respect to such conversion and name change set
forth in Section 3.4(e) or elsewhere in the Transfer and Administration
Agreement.
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Section 8. Governing Law. This Amendment shall be construed in
accordance with the laws of the State of New York, without reference to its
conflict of law provisions, and the obligations, rights and remedies of the
parties hereunder shall be determined in accordance with such laws.
Section 9. Severability. If any, one or more of the covenants,
agreements, provisions or terms of this Amendment shall for any reason
whatsoever be held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Amendment and shall in no way affect the
validity or enforceability of the other provisions of this Amendment.
Section 10. Counterparts. This Amendment may be executed in any
number of counterparts (and by different parties on separate counterparts),
each of which shall be an original, but all of which together shall
constitute one and the same instrument.
Section 11. Headings. The headings herein are for purposes of
reference only and shall not otherwise affect the meaning or interpretation
of any provision hereof.
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IN WITNESS WHEREOF, the parties hereto have executed and
delivered this Amendment as of the date first written above.
NORDSTROM fsb,
as Transferor
By: /s/ Kevin Knight
-----------------------------------
Name: KEVIN KNIGHT
Title: CEO
BANK OF AMERICA, N.A.,
as Agent and as a Bank Investor
By: /s/ Elliott Lemon
---------------------------------
Name: Elliott Lemon
Title: Vice President
ENTERPRISE FUNDING CORPORATION,
as Company
By: /s/ Kevin P. Burns
---------------------------------
Name: Kevin P. Burns
Title: Vice President
MORGAN GUARANTY TRUST COMPANY OF NEW
YORK, as a Bank Investor
By: /s/ Robert Bottamedi
---------------------------------
Name: Robert Bottamedi
Title: Vice President
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