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Exhibit 10.1
OMNIBUS AMENDMENT AGREEMENT
This OMNIBUS AMENDMENT AGREEMENT (the "Agreement") is dated as of June 30,
2004 among NORDSTROM CREDIT CARD RECEIVABLES LLC ("NCCR") and NORDSTROM
CREDIT, INC. ("NCI").
WHEREAS NCCR, the Servicer and NCI are parties to that certain Note Purchase
Agreement dated as of March 1, 2004 (the "Note Purchase Agreement");
WHEREAS the Issuer and the Indenture Trustee are parties to that certain
Series 2004-1 Indenture Supplement dated as of March 1, 2004 (the "Series
2004-1 Supplement") to the Master Indenture dated as April 1, 2002 between
the Issuer and the Indenture Trustee;
WHEREAS, pursuant to the Note Purchase Agreement, NCI has purchased from NCCR
the Class A Notes and Class B Notes issued by the Issuer;
WHEREAS, pursuant to Section 4.09 of the 2004-1 Supplement, NCCR has
requested a Principal Balance Increase with respect to the Notes and NCI has
agreed to such request, as set forth in the Principal Balance Increase
Request and Principal Balance Confirmation attached hereto as Annex A and
Annex B, respectively (the "June 30 Principal Balance Increase");
WHEREAS, pursuant to the Note Purchase Agreement and the Series 2004-1
Supplement, NCI and NCCR may agree in writing to increase the Maximum
Invested Amount and the Series 2004-1 Maximum Principal Balance without the
consent of any other party; and
WHEREAS, in connection with the June 30 Principal Balance Increase, the
parties hereto desire to amend the Note Purchase Agreement and the 2004-1
Supplement to increase the maximum principal balances of the Notes, effective
as of June 30, 2004.
NOW, THEREFORE, the parties hereto, intending to be legally bound and in
consideration of the premises and the mutual covenants herein contained,
agree as follows:
Section 1. Defined Terms. Capitalized terms used herein without definition
shall have the meanings ascribed to them in the Note Purchase Agreement and
the 2004-1 Supplement.
Section 2. Amendment of Note Purchase Agreement. Section 1.01 of the Note
Purchase Agreement is hereby amended by deleting the definition of "Class A
Maximum Principal Balance" therein and replacing it with the following:
"Class A Maximum Principal Balance" means $227,500,000, as such amount may be
increased or decreased from time to time in accordance with Section 2.05."
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Section 3. Amendment of Series 2004-1 Supplement. (a) Section 1.01 of the
Series 2004-1 Supplement is hereby amended by deleting the definition "Class
A Maximum Principal Balance" therein and replacing it with the following:
"Class A Maximum Principal Balance" means $227,500,000, as such amount may be
increased or decreased from time to time in accordance with the Note Purchase
Agreement."
(b) Section 1.01 of the Series 2004-1 Supplement is hereby amended by
deleting the definition "Maximum Invested Amount" therein and replacing it
with the following:
"Maximum Invested Amount" means, with respect to Series 2004-1, $250,000,000
or such other amount that the Transferor and the Purchaser may agree to in
writing from time to time."
Section 4. Acknowledgement of Notice. NCI hereby acknowledges receipt of
sufficient notice for the increase in the Series Maximum Principal Balance
set forth herein as may be required pursuant to Section 2.05 of the Note
Purchase Agreement. The Indenture Trustee acknowledges receipt of sufficient
notice of the June 30 Principal Balance Increase as may be required pursuant
to Section 4.09(a) of the Series 2004-1 Supplement.
Section 5. Reaffirmation. Except as amended and supplemented hereby, each
of the Note Purchase Agreement and the Series 2004-1 Supplement is hereby
ratified, confirmed and reaffirmed in all respects. Each such agreement
together with the applicable amendment(s) contained herein shall be read,
taken and construed as one and the same instrument.
Section 6. Modifications. The terms of this Agreement shall not be waived,
altered, modified, amended or supplemented in any manner whatsoever except by
written instrument signed by all parties hereto.
Section 7. Severability. If any provision of this Agreement shall be
declared illegal, invalid or unenforceable in any jurisdiction, then such
provision shall be deemed to be severable from this Agreement (to the extent
permitted by law) and, in any event, such illegality, invalidity or
unenforceability shall not affect the remainder hereof.
Section 8. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE 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 9. Counterparts. This Agreement may be executed in one or more
counterparts and by the different parties hereto on separate counterparts,
each of which when so executed shall be deemed to be an original and such
counterparts together shall constitute one and the same agreement.
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IN WITNESS WHEREOF, this Omnibus Amendment Agreement has been duly executed
and delivered by the duly authorized officers of the parties hereto as of the
date first written above.
NORDSTROM CREDIT CARD RECEIVABLES
LLC
By /s/ Marc A. Anacker
--------------------------
Name: Marc A. Anacker
Title: Treasurer
NORDSTROM CREDIT, INC.
By /s/ Kevin T. Knight
--------------------------
Name: Kevin T. Knight
Title: President
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ANNEX A
PRINCIPAL BALANCE INCREASE REQUEST
June 30, 2004
Nordstrom FSB
13531 East Caley Avenue
Englewood, Colorado 80111
Attn: Legal Department
Wells Fargo Bank, National Association,
as Indenture Trustee
625 Marquette Avenue
MAC N9311-161
Minneapolis, Minnesota 55479
Attn: Corporate Trust Services-Asset Backed Administration
Nordstrom Credit, Inc.
13531 E. Caley Avenue
Englewood, Colorado 80111
Attn: Legal Department
Re: Nordstrom Credit Card Master Note Trust
Series 2004-1 Asset Backed Variable Funding Notes
Dear Sirs:
Pursuant to Section 4.09 of the Series 2004-1 Indenture Supplement, dated as
of March 1, 2004 (the "Indenture Supplement"), between Nordstrom Credit Card
Master Note Trust (the "Issuer") and Wells Fargo Bank, National Association,
as trustee (the "Indenture Trustee"), to the Master Indenture, dated as of
April 1, 2002 (the "Master Indenture" and, together with the Indenture
Supplement, the "Indenture"), between the Issuer and Wells Fargo Bank
Minnesota, National Association, as trustee, the Issuer hereby irrevocably
requests a Principal Balance Increase. Capitalized terms used herein that
are not otherwise defined shall have the meanings ascribed thereto in the
Indenture.
1 Proposed Principal Balance Increase Date: June 30, 2004
2 Amount of requested Principal Balance Increase with respect to $45,500,000
the Class A Notes (lesser of minimum amount of $2,000,000 or
remaining Class A Maximum Principal Balance)
3 Class A Purchase Price $45,500,000
4 Remaining Class A Maximum Principal Balance (after giving $0
effect to the requested Principal Balance Increase)
5 Amount of requested Principal Balance Increase with respect to $4,500,000
Class B Note (lesser of minimum amount of $2,000,000 or
remaining Class B Maximum Principal Balance)
6 Class B Purchase Price $4,500,000
7 Remaining Class B Maximum Principal Balance (after giving $0
effect to the requested Principal Balance Increase)
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8 Certifications:
(a) The representations and warranties of Nordstrom Credit Card Receivables
LLC ("Transferor") in the (i) Transfer and Servicing Agreement, dated
as of April 1, 2002, among the Transferor, Nordstrom fsb, as servicer,
and the Indenture Trustee, and (ii) Note Purchase Agreement, dated as
of March 1, 2004 (the "Note Purchase Agreement"), among the Transferor,
the Servicer and the Purchaser named therein, are true and correct on
the date hereof (except to the extent they expressly relate to an
earlier or later time).
(b) The conditions to the Incremental Funding specified in Section 2.03(b)
of the Note Purchase Agreement have been satisfied and/or will be
satisfied as of the applicable Incremental Funding Date.
The Issuer requests that such increase in the Principal Balance Increase be
made and the proceeds of such increase in the Note Principal Balance be
remitted on the applicable Increase Date in immediately available funds to
the Transferor, in each case in accordance with the terms and conditions
specified in the Indenture Supplement and the Note Purchase Agreement.
Interest will accrue on the Note Principal Balance as increased by the
Principal Balance Increase amount, and Collections of Finance Charge
Receivables, Principal Receivables and Defaulted Receivables allocated to
Series 2004-1 will be based on the increased Maximum Invested Amount
commencing as of July 1, 2004. Interest on the Principal Balance Increase
amount for June 30th will be calculated in accordance with the master note
agreement between [NCI and NCCR].
Such Principal Balance Increase is requested to be made on June 30, 2004
NORDSTROM CREDIT CARD
MASTER NOTE TRUST,
as Issuer
By: WILMINGTON TRUST
COMPANY, not in its individual
capacity but solely as Owner
Trustee under the Trust Agreement
By:
---------------------------
Name:
Title
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ANNEX B
FORM OF PRINCIPAL BALANCE INCREASE CONFIRMATION
June 30, 2004
Wells Fargo Bank, National Association,
as Indenture Trustee
625 Marquette Avenue
MAC N9311-161
Minneapolis, Minnesota 55479
Attn: Corporate Trust Services-Asset Backed Administration
Re: Nordstrom Credit Card Master Note Trust
Series 2004-1 Asset Backed Variable Funding Notes
Ladies and Gentlemen:
Pursuant to Section 4.09(b) of the Series 2004-1 Indenture Supplement, dated
as of March 1, 2004 (the "Indenture Supplement"), between Nordstrom Credit
Card Master Note Trust (the "Trust") and Wells Fargo Bank, National
Association, as trustee (the "Indenture Trustee"), to the Master Indenture,
dated as of April 1, 2002 (the "Master Indenture" and, together with the
Indenture Supplement, the "Indenture"), between the Trust and Wells Fargo
Bank Minnesota, National Association, as trustee, the undersigned hereby
advises the Indenture Trustee that on the June 30, 2005 Increase Date a
Principal Balance Increase in the aggregate amount of $50,000,000, was made
by Nordstrom Credit, Inc. Capitalized terms used herein that are not
otherwise defined shall have the meanings ascribed thereto in the Indenture.
NORDSTROM CREDIT, INC.,
as Purchaser
By: /s/ Kevin T. Knight
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Name: Kevin T. Knight
Title: President
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