FIRST AMENDMENT (this "Amendment"), dated as of December 10, 1997, to
the SERIES 1996-A SUPPLEMENT, by and among NORDSTROM NATIONAL CREDIT
BANK, a national banking association (the "Transferor" and "Servicer"),
NORDSTROM CREDIT, INC., a Colorado corporation, and NORWEST BANK
COLORADO, NATIONAL ASSOCIATION, as trustee (together with its successors
in trust thereunder as provided in the Agreement referred to below, the
"Trustee").
WHEREAS, the Transferor, the Servicer and the Trustee have heretofore
executed and delivered a Series 1996-A Supplement, dated as of August
14, 1996 (the "Series Supplement") to the Master Pooling and Servicing
Agreement" and as supplemented by the Series Supplement, the
"Agreement"), among the Transferor, the Servicer, Nordstrom Credit,
Inc., and the Trustee providing for the issuance by the Nordstrom Credit
Card Master Trust (the "Trust") of two classes of certificates
(collectively, the "Series 1996-A Certificates");
WHEREAS, this amendment is being entered into pursuant to Section
13.1(b) of the Agreement;
WHEREAS, each Series 1997-A Certificateholder, the Agent, the
Administrative Agent and each Bank Investor is consenting to this
Amendment as evidenced by their respective signatures on the signature
pages hereto;
WHEREAS, all other conditions precedent to the execution of this
Amendment have been complied with;
NOW THEREFORE, the Transferor, the Servicer, Nordstrom Credit, Inc. and
the Trustee are executing and delivering this Amendment in order to
amend the provisions of the Series Supplement in the manner set forth
below.
Capitalized terms used herein as defined terms but not defined herein
shall have the meaning assigned to them in the Series Supplement.
SECTION 1. Amendments. Section 10 (xii) of the Series Supplement is
hereby amended by adding the following phrase at the beginning of such
clause: "at any time that Nordstrom Credit, Inc.'s senior unsecured long
term debt is not rated at least A and A2 by Standard & Poor's and
Moody's, respectively."
SECTION 2. Ratification of the Series Supplement. As amended by the
Amendment, the Series Supplement is in all respects ratified and
confirmed, and the Series Supplement, as so amended by this Amendment,
shall be read, taken, and construed as one and the same instrument.
This Amendment has been executed and delivered solely for the purpose of
providing for the amendments set forth in Section 1 hereof, and nothing
herein expressed or implied shall constitute: (i) an amendment,
supplement or other modification to any other term, provision or
condition contained in the Agreement; (ii) a waiver of any right,
remedy, power or privilege of any Investor Certificateholder thereunder;
or (iii) a waiver of the performance, compliance or observance by the
Transferor or the Servicer of any of their respective covenants,
obligations or other agreements contained therein. By executing this
Amendment, each of the Transferor and the Servicer hereby confirms in
all respects each term, condition,
representation, warranty, convenant and agreement set forth in the
Agreement and agrees that the same shall continue in full force and
effect.
SECTION 3. Governing Law. This Amendment shall be construed in
accordance with 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 4. 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 in no way affect
the validity or enforceability of the other provisions of this
Amendment.
SECTION 5. 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 7. Headings. The headings herein are for the purposes of
reference only and shall not otherwise affect the meaning or
interpretation of any provision hereof.
[THIS SECTION HAS BEEN INTENTIONALLY LEFT BLANK]
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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.
NORDSTROM NATIONAL CREDIT BANK,
as Transferor
By:/s/ Carol R. Simonson
-------------------------------
Name: Carol R. Simonson
Title: Vice President
NORDSTROM CREDIT, INC.,
By:/s/ Carol R. Simonson
-------------------------------
Name: Carol R. Simonson
Title: Assistant Secretary
NORWEST BANK COLORADO, NATIONAL
ASSOCIATION, as Trustee
By:/s/ Cheryl J. Hanson
-------------------------------
Name: Cheryl J. Hanson
Title: Vice President
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The undersigned hereby consent to the foregoing amendment:
NATIONSBANK, N.A.,
as Agent, Administrative Agent and Bank Investor
By:/s/ Michelle M. Heath
--------------------------------
Name: Michelle M. Heath
Title: Senior Vice President
ENTERPRISE FUNDING CORPORATION
as holder of the Class A Certificates
By:/s/ Stephen Newman
-------------------------------
Name: Stephen Newman
Title:
NORDSTROM NATIONAL CREDIT BANK
as holder of the Class B Certificates
By:/s/ Carol R. Simonson
-------------------------------
Name: Carol R. Simonson
Title: Vice President
ABN AMRO BANK N.V., SEATTLE BRANCH
as 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/ Marianne Mihabic
-------------------------------
Name: Marianne Mihabic
Title: Attorney-in-Fact
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BANK OF MONTREAL
as Bank Investor
By:/s/ Michael Joyce
-------------------------------
Name: Michael Joyce
Title: Managing Director
MORGAN GUARANTY TRUST COMPANY OF
NEW YORK
as Bank Investor
By:/s/ Kevin J. O'Brien
-------------------------------
Name: Kevin J. O'Brien
Title: Vice President
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