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Exhibit 10.1
PRINCIPAL BALANCE INCREASE REQUEST
December 28, 2004
Nordstrom FSB
13531 East Caley Avenue
Centennial, 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
Centennial, Colorado 80111
Attn: Legal Department
Re: Nordstrom Credit Card Master Note Trust
Series 2004-1 Asset Backed Variable Funding Notes
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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 the Indenture
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.
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1 Proposed Principal Balance Increase Date: December 31, 2004
2 Amount of requested Principal Balance Increase with respect to the
Class A Notes (lesser of minimum amount of $2,000,000 or remaining
Class A Maximum Principal Balance $22,750,000
3 Class A Purchase Price $22,750,000
4 Remaining Class A Maximum Principal Balance (after giving effect
to the requested Principal Balance Increase $22,750,000
5 Amount of requested Principal Balance Increase with respect to Class
B Note (lesser of minimum amount of $2,000,000 or remaining Class B
Maximum Principal Balance) $ 2,250,000
6 Class B Purchase Price $ 2,250,000
7 Remaining Class B Maximum Principal Balance (after giving effect to
the requested Principal Balance Increase $ 2,250,000
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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.
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The Issuer requests that such Principal Balance Increase be made and the
proceeds of such increase in the Note Principal Balance be remitted on the
Principal Balance Increase Date (as hereinafter defined) 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.
Such Principal Balance Increase is requested to be made on December 31,
2004 (the "Principal Balance Increase Date").
NORDSTROM CREDIT CARD
RECEIVABLES LLC
By: /s/ Marc A. Anacker
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Name: Marc A. Anacker
Title: Treasurer
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