FIRST AMENDMENT TO TRANSFER AND ADMINISTRATION AGREEMENT
This FIRST AMENDMENT TO TRANSFER AND ADMINISTRATION AGREEMENT (this
"Amendment"), dated as of August 19, 1997 is among ENTERPRISE FUNDING
CORPORATION, a Delaware corporation (the "Company"), NORDSTROM NATIONAL CREDIT
BANK, a national banking association (the "Transferor"), THE FINANCIAL
INSTITUTIONS FROM TIME TO TIME PARTIES THERETO (collectively, the "Bank
Investors" and each a "Bank Investor'), and NATIONSBANK, N.A. as agent for the
Company and the Bank Investors (in such capacity, the "Agent") and as a Bank
Investor.
PRELIMINARY STATEMENTS:
1.The Company, the Transferor, the Bank Investors, and the Agent have entered
into a Transfer and Administration Agreement dated as of August 14, 1996,
(capitalized terms used and not otherwise defined herein have the meanings
assigned to such terms in the Transfer and Administration Agreement).
2.The Transferor has requested certain amendments to the Transfer and
Administration Agreement.
3.The Company is, on the terms and conditions stated below, willing to grant
such requests of the Transferor.
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
Section 1. Amendments to Transfer and Administration Agreement. Effective as
of the date hereof and subject to the satisfaction of the conditions precedent
set forth in Section 2 hereof, the Transfer and Administration Agreement is
hereby amended as follows:
(a)In Section 1.1 the definition of "Commitment Termination Date" shall be
amended such that the reference to the date appearing in such definition shall
be amended to read "August 12, 1998.",
(b)In Section 1.1 the definition of "Facility Limit" shall be deleted in its
entirety and replaced with the following:
"Facility Limit" shall mean $200,000,000; provided that such amount may not at
any time exceed the aggregate Commitments at any time in effect; provided,
further, that from and after the Termination Date the Facility Limit shall at
all times equal the Class A Invested Amount plus the aggregate Interest
Component of all outstanding Related Commercial Paper.
(c)Section 2.2 (a) (i) shall be deleted in its entirety and replaced with the
following:
such Additional Class A Invested Amount shall not cause the Net Investment
plus the Interest Component of all outstanding Related Commercial Paper to
eexceed the Facility Limit
Section 2. Conditions to Effectiveness. This Amendment shall become effective
when the Company has executed this Amendment and has received counterparts of
this Amendment executed by the Transferor, the Collection Agent, the Bank
Investors, and the Agent.
Section 3. Representations and Warranties.
(a) Authority. The Transferor, the Bank Investors, and the Agent each has the
requisite corporate power and authority to execute and deliver this Amendment
and to perform its obligations hereunder and under the Transfer and
Administration Agreement (as modified hereby) to which it is a party. The
execution, delivery and performance by the Transferor, the Bank Investors, and
the Agent of this Amendment and the performance of the Transfer and
Administration Agreement (as modified hereby) have been duly approved by all
necessary corporate action and no other corporate proceedings are necessary to
consummate such transactions.
(b) Enforceability. This Amendment has been duly executed and delivered by the
Transferor, the Bank Investors, and the Agent. This Amendment (as modified
hereby) is the legal, valid and binding obligation of the Transferor, the Bank
Investors, and the Agent, enforceable against the Transferor, the Bank
Investors, and the Agent in accordance with its terms, and is in full force
and effect.
(c) Representations and Warranties. The representations and warranties
contained in the Transfer and Administration Agreement (other than any such
representations or warranties that, by their terms, are specifically made as
of a date other than the date hereof) are correct on and as of the date hereof
as though made on and as of the date hereof.
(d) No Termination Event. No event has occurred and is continuing that
constitutes a Termination Event.
Section 4. Reference to and Effect on the Transfer and Administration
Agreement.
(a) Except as specifically amended and modified above, the Transfer and
Administration Agreement is and shall continue to be in full force and effect
and is hereby in all respects ratified and confirmed.
(b) The execution, delivery and effectiveness of this Amendment shall not
operate as waiver of any right, power or remedy of the Company under the
Transfer and Administration Agreement, nor constitute a waiver of any
provision of the Transfer and Administration Agreement.
Section 5. Execution in Counterparts. This amendment may be executed in any
number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed to
be an original and all of which taken together shall constitute but one and
the same agreement.
Section 6. Successors and Assigns.
This Amendment shall bind, and the benefits hereof shall inure to the parties
hereof and their respective successors and permitted assigns; provided,
2
however, the Transferor may not assign any of its rights or delegate any of
its duties under this Amendment without the prior written consent of the
Company.
Section 7. Governing Law
THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK. THE TRANSFEROR HEREBY SUBMITS TO THE NONEXCLUSIVE
JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF
NEW YORK AND OF ANY NEW YORK STATE COURT SITTING IN THE CITY OF NEW YORK FOR
PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AMENDMENT
OR THE TRANSACTIONS CONTEMPLATED HEREBY.
Section 8. Severability.
Any provisions of this Amendment which are prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in
any other jurisdiction.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized, as of the
date first above written.
ENTERPRISE FUNDING CORPORATION,
as Company
By: /s/ Stewart L. Cutler
-------------------------------
Name: Stewart L. Cutler
Title: Vice President
NORDSTROM NATIONAL CREDIT BANK,
as Transferor
By: /s/ John C. Walgamott
-------------------------------
Name: John C. Walgamott
Title: President
3
NATIONSBANK, N.A.,
as Agent and Bank Investor
By: /s/ Michelle M. Heath
-------------------------------
Name: Michelle M. Heath
Title: Senior Vice President
ABN AMRO BANK N.V., SEATTLE BRANCH
as Agent and Bank Investor
By: /s/ Lee Lee Miao / Leif H. Olsson
----------------------------------------
Name: Lee Lee Miao / Leif H. Olsson
Title: Vice President/Senior Vice President
BANK OF AMERICA, N.T. & S.A.
as Bank Investor
By: /s/ Albert K. Yoshmura
----------------------------------------
Name: Albert K. Yoshmura
Title: as Attorney-in-Fact
BANK OF MONTREAL
as Bank Investor
By: /s/ D. W. Rourke
----------------------------------------
Name: D. W. Rourke
Title: Director
MORGAN GUARANTY TRUST COMPANY OF NEW
YORK
as Bank Investor
By: /s/ Robert L. Barrett
----------------------------------------
Name: Robert L. Barrett
Title: Vice President
4