SECOND AMENDMENT (this "Amendment"), dated as of February 28, 1999 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. Amendment to Section 2.0. Section 2.0 of the Series 1996-A
Supplement is hereby amended as follows:
(a) The definition of "Servicing Fee Percentage" shall be amended such that
the reference to "2.00%" shall read "4.00%" for Nordstrom National Credit
Bank or an Affiliate. For all other Servicers, the 2.00% will apply.
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
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respects each term, condition, representation, warranty, covenant 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/ Kevin Knight
---------------------------------------
Name: Kevin Knight
Title: President
NORDSTROM CREDIT, INC.,
By: /s/ Kevin Knight
---------------------------------------
Name: Kevin Knight
Title: President
NORWEST BANK COLORADO, NATIONAL
ASSOCIATION, as Trustee
By: /s/ Leigh M. Lutz
---------------------------------------
Name: Leigh M. Lutz
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/ Elliott Lemon
-----------------------------------------
Name: Elliott Lemon
Title: Vice President
ENTERPRISE FUNDING CORPORATION,
as holder of the Class A Certificates
By: /s/ Kevin P. Burns
-----------------------------------------
Name: Kevin P. Burns
Title: Vice President
NORDSTROM NATIONAL CREDIT BANK,
as holder of the Class B Certificates
By: /s/ Kevin Knight
-----------------------------------------
Name: Kevin Knight
Title: President
ABN AMRO BANK N.V., SEATTLE BRANCH
as Bank Investor
By: /s/ Susan Hendrixson/Ellen M. Coleman
-----------------------------------------
Name: Susan Hendrixson/Ellen M. Coleman
Title: Vice President/Vice President
MORGAN GUARANTY TRUST COMPANY OF NEW YORK
as Bank Investor
By: /s/ Robert Bottamedi
-----------------------------------------
Name: Robert Bottamedi
Title: Vice President
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