Exhibit 10.24
NORDSTROM PRIVATE LABEL CREDIT CARD MASTER NOTE TRUST
Issuer
and
WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION,
Indenture Trustee
SERIES 2001-1 INDENTURE SUPPLEMENT
Dated as of October 1, 2001
TABLE OF CONTENTS
ARTICLE ONE
DEFINITIONS
Page
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Section 1.01. Definitions...................................................................1
Section 1.02. Other Definitional Provisions................................................12
ARTICLE TWO
CREATION OF THE SERIES 2001-1 NOTES
Section 2.01. Designation..................................................................13
Section 2.02. Forms of Series 2001-1 Notes and Certificate of Authentication...............13
Section 2.03. Registration; Registration of Transfer and Exchange..........................14
ARTICLE THREE
SERVICING FEE
Section 3.01. Servicing Compensation.......................................................22
ARTICLE FOUR
RIGHTS OF SERIES 2001-1 NOTEHOLDERS AND ALLOCATION
AND APPLICATION OF COLLECTIONS
Section 4.01. Collections and Allocations..................................................23
Section 4.02. Determination of Monthly Interest, Monthly Principal and Interest Rate.......25
Section 4.03. Application of Available Finance Charge Collections and Available
Principal Collections........................................................25
Section 4.04. Investor Charge-Offs.........................................................28
Section 4.05. Reallocated Principal Collections............................................28
Section 4.06. Excess Finance Charge Collections............................................28
Section 4.07. Shared Principal Collections.................................................28
Section 4.08. Principal Funding Account....................................................29
Section 4.09. Reserve Account..............................................................29
Section 4.10. Eligible Investment..........................................................31
Section 4.11. Transition Account...........................................................31
ARTICLE FIVE
DELIVERY OF SERIES 2001-1 NOTES; DISTRIBUTIONS;
REPORTS TO SERIES 2001-1 NOTEHOLDERS
Section 5.01. Delivery and Payment for the Series 2001-1 Notes.............................33
Section 5.02. Distributions................................................................33
Section 5.03. Reports and Statements to Series 2001-1 Noteholders..........................33
ARTICLE SIX
SERIES 2001-1 PAY OUT EVENTS
Section 6.01. Series 2001-1 Pay Out Events.................................................35
ARTICLE SEVEN
REDEMPTION OF SERIES 2001-1 NOTES; FINAL DISTRIBUTIONS; SERIES TERMINATION
Section 7.01. Optional Redemption of Series 2001-1 Notes; Final Distributions..............37
Section 7.02. Series Termination...........................................................38
ARTICLE EIGHT
MISCELLANEOUS PROVISIONS
Section 8.01. Ratification of Indenture; Amendments........................................39
Section 8.02. Counterparts.................................................................39
Section 8.03. GOVERNING LAW................................................................39
Section 8.04. Limitation of Liability......................................................39
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TABLE OF CONTENTS
(continued)
Page
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EXHIBITS
EXHIBIT A-1 Form Of Class A Note...................................................A-1-1
EXHIBIT A-2 Form Of Class B Note...................................................A-2-1
EXHIBIT A-3 Form Of Class C Note...................................................A-3-1
EXHIBIT B Form Of Monthly Payment Instructions And
Notification To The Indenture Trustee....................................B-1
EXHIBIT C Form Of Monthly Statement................................................C-1
EXHIBIT D Form Of Monthly Servicer's Certificate...................................D-1
EXHIBIT E Form Of Transfer Certificate -- Rule 144A Global Note....................E-1
EXHIBIT F Form Of Transfer Certificate -- Regulation S Global Note.................F-1
EXHIBIT G Form Of Transfer Certificate -- Class B Notes and Class C Notes..........G-1
EXHIBIT H Form Of Website Certificate..............................................H-1
ii
THIS SERIES 2001-1 INDENTURE SUPPLEMENT, dated as of October 1, 2001 is
between Nordstrom Private Label Credit Card Master Note Trust, a business trust
organized and existing under the laws of the State of Delaware (herein, the
"Issuer" or the "Trust"), and Wells Fargo Bank Minnesota, National Association,
a national banking association, not in its individual capacity, but solely as
indenture trustee (herein, together with its successors in the trusts thereunder
as provided in the Master Indenture referred to below, the "Indenture Trustee")
under the Master Indenture, dated as of October 1, 2001 (the "Indenture")
between the Issuer and the Indenture Trustee.
ARTICLE ONE
DEFINITIONS
Section 1.01. Definitions. Whenever used in this Indenture Supplement,
the following words and phrases shall have the following meanings:
"Accumulation Period Factor" means, with respect to any Monthly Period,
a fraction, the numerator of which is equal to the sum of the initial invested
amounts of all outstanding Series, and the denominator of which is equal to the
sum of (i) the Initial Invested Amount, (ii) the initial invested amounts of all
outstanding Series (other than Series 2001-1) which are not expected to be in
their revolving period, and (iii) the initial invested amounts of all other
outstanding Series which are not allocating Shared Principal Collections to
other Series and are in their revolving periods; provided, however, that this
definition may be changed at any time if the Rating Agency Condition is
satisfied.
"Accumulation Period Length" has the meaning assigned such term in
Section 4.03(e).
"Accumulation Shortfall" means, with respect to (i) a Distribution Date
prior to the Controlled Accumulation Period, zero (ii) the first Distribution
Date during the Controlled Accumulation Period, the excess, if any, of the
Controlled Accumulation Amount over the amount deposited in the Principal
Funding Account on that Distribution Date and (iii) each subsequent Distribution
Date during the Controlled Accumulation Period, the excess, if any, of the
Controlled Deposit Amount for the prior Distribution Date over the amount
deposited in the Principal Funding Account pursuant to Section 4.03(c) on such
Distribution Date.
"Additional Interest" means, with respect to any Distribution Date,
Class A Additional Interest, Class B Additional Interest and Class C Additional
Interest for such Distribution Date.
"Adjusted Invested Amount" means, as of any date of determination, an
amount equal to the Invested Amount, minus the amount on deposit in the
Principal Funding Account, in each case as of the Determination Date.
"Agreement" means the Indenture as supplemented by this Indenture
Supplement.
"Available Finance Charge Collections" means, with respect to any
Monthly Period, an amount equal to the sum of (i) the Investor Finance Charge
Collections, plus (ii) the Excess Finance Charge Collections allocated to Series
2001-1, (iii) the Reserve Account Draw Amount
plus (iv) Principal Funding Investment Proceeds, if any, with respect to the
related Distribution Date.
"Available Principal Collections" means, with respect to any Monthly
Period, an amount equal to the (i) Investor Principal Collections minus (ii) the
amount of Reallocated Principal Collections which pursuant to Section 4.05 are
required to be applied on the related Distribution Date, plus (iii) any Shared
Principal Collections that are allocated to Series 2001-1 in accordance with
Section 8.05 of the Indenture and Section 4.07 hereof, plus (iv) the aggregate
amount to be treated as Available Principal Collections pursuant to Sections
4.03(a)(v) and (vi) for the related Distribution Date.
"Base Rate" means, with respect to any Monthly Period, the sum of (i)
the Servicing Fee Rate and (ii) the weighted average of the Class A Note
Interest Rate, the Class B Note Interest Rate and the Class C Note Interest
Rate.
"Benefit Plan Investor" has the meaning set forth in Section 2.03(f)(i).
"Class" means the Class A Notes, Class B Notes or Class C Notes, as
applicable.
"Class A Additional Interest" means, with respect to any Distribution
Date, an amount equal to the product of (i) a fraction, the numerator of which
is 30, or in the case of the first Interest Period, the actual number of days in
the Interest Period, and the denominator of which is 360, (ii) the Class A Note
Interest Rate in effect with respect to the related Interest Period and (iii)
the Class A Interest Shortfall for the preceding Distribution Date.
Notwithstanding anything to the contrary herein, Class A Additional Interest
shall be payable or distributed to the Class A Noteholders only to the extent
permitted by applicable law.
"Class A Covered Amount" equals for any Interest Period, the product of
(i) the Class A Note Interest Rate, (ii) a fraction, whose numerator is 30 and
whose denominator is 360; and (iii) the balance of the Principal Funding Account
on the first day of that Interest Period.
"Class A Interest Shortfall" means with respect to any Distribution
Date, the excess, if any, as determined by the Servicer, of (i) the amount
described in Section 4.03(a)(ii) over (ii) the sum of (A) the aggregate amount
of Available Finance Charge Collections allocated and paid for such amounts on
such Distribution Date and (B) the Reallocated Principal Amount applied to fund
a deficiency in the amount distributed pursuant to Section 4.03(a)(ii) on such
Distribution Date.
"Class A Monthly Interest" means an amount of monthly interest
distributable from the Collection Account with respect to the Class A Notes on
any Distribution Date equal to the product of (i) a fraction, the numerator of
which is 30, or in the case of the first Interest Period, the actual number of
days in the Interest Period, and the denominator of which is 360, (ii) the Class
A Note Interest Rate and (iii) the Class A Note Principal Balance as of the
close of business on the last day of the preceding Monthly Period (or, with
respect to the initial Distribution Date, the Class A Note Initial Principal
Balance).
"Class A Note Initial Principal Balance" means $300,000,000.
2
"Class A Note Interest Rate" means a per annum rate of 4.82%.
"Class A Note Principal Balance" means, on any date of determination, an
amount equal to (i) the Class A Note Initial Principal Balance, minus (ii) the
aggregate amount of principal payments made to the Class A Noteholders on or
prior to such date.
"Class A Noteholder" means the Person in whose name a Class A Note is
registered in the Note Register.
"Class A Notes" means any one of the Notes executed by the Issuer and
authenticated by or on behalf of the Indenture Trustee, substantially in the
form of Exhibit A-1.
"Class A Reallocated Principal Amount" means the lesser of:
(i) the excess of the amounts described in Sections 4.03(a)(i)
and (ii) over the amount actually distributed pursuant to such Sections;
and
(ii) the greater of (a)(1) the product of (A) 19% and (B) the
Initial Invested Amount minus (b) the amount of unreimbursed Investor
Charge-Offs (after giving effect to Investor Charge-Offs for the related
Monthly Period) and unreimbursed Reallocated Principal Collections (as
of the preceding Distribution Date) and (ii) zero.
"Class B Additional Interest" means, with respect to any Distribution
Date, an amount equal to the product of (i) a fraction, the numerator of which
is 30, or in the case of the first Interest Period, the actual number of days in
the Interest Period, and the denominator of which is 360, (ii) the Class B Note
Interest Rate in effect with respect to the related Interest Period and (iii)
the Class B Interest Shortfall for the preceding Distribution Date.
Notwithstanding anything to the contrary herein, Class B Additional Interest
shall be payable or distributed to the Class B Noteholders only to the extent
permitted by applicable law.
"Class B Interest Shortfall" means, with respect to any Distribution
Date, the excess, if any, as determined by the Servicer, of (i) the amount
described in Section 4.03(a)(iii) over (ii) the sum of (A) the aggregate amount
of Available Finance Charge Collections allocated and paid for such amounts on
such Distribution Date and (B) the Reallocated Principal Amount applied to fund
a deficiency in the amount distributed pursuant to Section 4.03(a)(iii) on such
Distribution Date.
"Class B Monthly Interest" means the amount of monthly interest
distributable from the Collection Account with respect to the Class B Notes on
any Distribution Date and which shall be an amount equal to the product of (i) a
fraction, the numerator of which is 30, or in the case of the first Interest
Period, the actual number of days in the Interest Period, and the denominator of
which is 360, (ii) the Class B Note Interest Rate in effect with respect to the
related Interest Period and (iii) the Class B Note Principal Balance as of the
close of business on the last day of the preceding Monthly Period (or, with
respect to the initial Distribution Date, the Class B Note Initial Principal
Balance).
"Class B Note Initial Principal Balance" means $31,482,000.
3
"Class B Note Interest Rate" means a per annum rate of 5.32% or the rate
specified by the Transferor pursuant to Section 4.02(b).
"Class B Note Principal Balance" means, on any date of determination, an
amount equal to (i) the Class B Note Initial Principal Balance, minus (ii) the
aggregate amount of principal payments made to the Class B Noteholders on or
prior to such date.
"Class B Noteholder" means the Person in whose name a Class B Note is
registered in the Note Register.
"Class B Notes" means any one of the Notes executed by the Issuer and
authenticated by or on behalf of the Indenture Trustee, substantially in the
form of Exhibit A-2.
"Class B Reallocated Principal Amount" means the lesser of:
(i) zero or, in the event that any Class B Noteholder is not an
Affiliate of the Transferor, the excess of the amount described in
Section 4.03(a)(iii) over the amount actually distributed pursuant to
such Section; and
(ii) the greater of (a)(1) the product of (A) 10.5% and (B) the
Initial Invested Amount minus (b) the amount of unreimbursed Investor
Charge-Offs (after giving effect to Investor Charge-Offs for the related
Monthly Period) and unreimbursed Reallocated Principal Collections (as
of the preceding Distribution Date) and (ii) zero.
"Class C Additional Interest" means, with respect to any Distribution
Date, an amount equal to the product of (i) a fraction, the numerator of which
is 30, or in the case of the first Interest Period, the actual number of days in
the Interest Period, and the denominator of which is 360, (ii) the Class B Note
Interest Rate in effect with respect to the related Interest Period and (iii)
the Class C Interest Shortfall for the preceding Distribution Date.
Notwithstanding anything to the contrary herein, Class C Additional Interest
shall be payable or distributed to the Class C Noteholders only to the extent
permitted by applicable law.
"Class C Interest Shortfall" means on the Determination Date preceding
each Distribution Date, the excess, if any, as determined by the Servicer, of
(i) the amount described in Section 4.03(a)(iv) over (ii) the aggregate amount
of Available Finance Charge Collections allocated and paid for such amounts on
such Distribution Date.
"Class C Monthly Interest" means the amount of monthly interest
distributable from the Collection Account with respect to the Class C Notes on
any Distribution Date and which shall be an amount equal to the product of (i) a
fraction, the numerator of which is 30, or in the case of the first Interest
Period, the actual number of days in the Interest Period, and the denominator of
which is 360, times (ii) the Class C Note Interest Rate in effect with respect
to the related Interest Period and (iii) the Class C Note Principal Balance as
of the close of business on the last day of the preceding Monthly Period (or,
with respect to the initial Distribution Date, the Class C Note Initial
Principal Balance).
"Class C Note Initial Principal Balance" means $38,889,000.
4
"Class C Note Interest Rate" means a per annum rate of 0.00% or the rate
specified by the Transferor pursuant to Section 4.02(b).
"Class C Note Principal Balance" means, on any date of determination, an
amount equal to (i) the Class C Note Initial Principal Balance, minus (ii) the
aggregate amount of principal payments made to the Class C Noteholders on or
prior to such date.
"Class C Noteholder" means the Person in whose name a Class C Note is
registered in the Note Register.
"Class C Notes" means any one of the Notes executed by the Issuer and
authenticated by or on behalf of the Indenture Trustee, substantially in the
form of Exhibit A-3.
"Closing Date" means November 2, 2001.
"Controlled Accumulation Amount" means, for any Distribution Date with
respect to the Controlled Accumulation Period, $50,000,000; provided, however,
that if the Accumulation Period Length is determined to be less than six months
pursuant to Section 4.03(f), the Controlled Accumulation Amount for each
Distribution Date with respect to the Controlled Accumulation Period will be
equal to (i) the product of (a) the Class A Note Initial Principal Balance and
(b) the Accumulation Period Factor for such Monthly Period divided by (ii) the
Required Accumulation Factor Number.
"Controlled Accumulation Period" means, unless a Pay Out Event shall
have occurred prior thereto, the period commencing at the close of business on
March 31, 2006 or such later date as is determined in accordance with Section
4.03(f), and ending on the first to occur of (i) the commencement of the Early
Amortization Period, (ii) the payment in full of the Class A Note Principal
Balance and (iii) the Series 2001-1 Final Maturity Date.
"Controlled Deposit Amount" means, for any Distribution Date with
respect to the Controlled Accumulation Period, an amount equal to the sum of the
Controlled Accumulation Amount for such Distribution Date and any existing
Accumulation Shortfall with respect to such Distribution Date.
"Controlling Person" has the meaning set forth in Section 2.03(f)(i).
"Defaulted Amount" means, with respect to a Distribution Date, the total
amount of Defaulted Receivables for the related Monthly Period.
"Dilution Amount" means the amount of the required reduction in the
amount of Principal Receivables used in the calculation of the Transferor
Interest described in the first two sentences of Section 3.09 of the Transfer
and Servicing Agreement.
"Disqualified Transferee" has the meaning set forth in Section 2.03(l).
"Distribution Date" means December 17, 2001 and the fifteenth day of
each calendar month thereafter, or if such fifteenth day is not a Business Day,
the next succeeding Business Day.
5
"Early Amortization Period" means the period commencing on the Business
Day on which a Pay Out Event with respect to Series 2001-1 is deemed to have
occurred, and ending on the first to occur of (i) the payment in full of the
Note Principal Balance and (ii) the Series 2001-1 Final Maturity Date.
"ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.
"Expected Final Principal Payment Date" means the October 2006
Distribution Date.
"Finance Charge Shortfall" means, with respect to any Distribution Date
and the related Monthly Period, an amount equal to the excess, if any, of (i)
the full amount required to be paid, without duplication, pursuant to Sections
4.03(a)(i) through (ix) on such Distribution Date over (ii) the Investor Finance
Charge Collections.
"Fixed Investor Percentage" means, with respect to any Reset Date, the
percentage equivalent (which percentage shall never exceed 100%) of a fraction,
(i) the numerator of which is the Invested Amount as of the close of business on
the last day of the Revolving Period and (ii) the denominator is equal to the
greater of (i) the total amount of Principal Receivables in the Trust as of the
close of business on the Reset Date and (ii) the sum of the numerators used to
calculate the investor percentages for allocations with respect to Principal
Receivables for all Series outstanding as of such Reset Date; provided, however,
that if, after the commencement of the Controlled Accumulation Period or the
Early Amortization Period, a Pay Out Event occurs with respect to another Series
that was designated in the Indenture Supplement therefor as a Series that is a
"Paired Series" with respect to Series 2001-1, the Transferor may, by written
notice delivered to the Indenture Trustee and the Servicer, designate a
different numerator for the foregoing fraction, provided that (A) such numerator
is not less than the Adjusted Invested Amount as of the last day of the
revolving period for such Paired Series and (B) such action shall be taken only
upon satisfaction of the Rating Agency Condition and (C) the Transferor shall
have delivered to the Indenture Trustee an Officer's Certificate to the effect
that, based on the facts known to such officer at that time, in the reasonable
belief of the Transferor, such designation will not cause a Pay Out Event or an
event that, after the giving of notice or the lapse of time, would constitute a
Pay Out Event, to occur with respect to Series 2001-1.
"Floating Investor Percentage" means, with respect to any Reset Date,
the percentage equivalent (which percentage shall never exceed 100%) of a
fraction, (i) the numerator of which is equal to the Adjusted Invested Amount as
of the close of business on the last day of the preceding Monthly Period (or
with respect to the first Monthly Period, the Initial Invested Amount) and (ii)
the denominator of which is the greater of (a) the total amount of Principal
Receivables in the Trust as of the close of business on such Reset Date (or,
with respect to allocations of Uncovered Dilution Amounts, zero) and (b) the sum
of the numerators used to calculate the investor percentages for allocations
with respect to Finance Charge Receivables, Defaulted Amounts, Uncovered
Dilution Amounts or Principal Receivables, as applicable, for all Series
outstanding as of the date as to which such determination is being made.
"Group One" means Series 2001-1 and each other Series hereafter
specified in the related Indenture Supplement to be included in Group One.
6
"Indenture Supplement" means this Series 2001-1 indenture supplement,
dated as of October 1, 2001, between the Trust and the Indenture Trustee.
"Initial Invested Amount" means $370,371,000.
"Interest Period" means, with respect to any Distribution Date, the
period from and including the 15th day of the month of the preceding
Distribution Date (or, in the case of the first Distribution Date, from and
including the Closing Date) to but excluding the 15th day of the month of the
current Distribution Date.
"Invested Amount" means, as of any date of determination, an amount
equal to the initial principal amount of the Series 2001-1 Notes minus the sum
of (i) amount of principal previously paid to the Series 2001-1 Noteholders and
(ii) the excess, if any, of the aggregate amount of Investor Charge-Offs and
Reallocated Principal Collections over the reimbursements of such amounts
pursuant to Section 4.03(a)(vi) prior to such date.
"Investor Charge-Off" has the meaning specified in Section 4.04.
"Investor Default Amount" means, with respect to any Distribution Date,
an amount equal to the product of the Defaulted Amount for the related Monthly
Period and the Floating Investor Percentage.
"Investor Finance Charge Collections" means, with respect to any Monthly
Period, an amount equal to the Investor Percentage for such Monthly Period of
Collections of Finance Charge Receivables (including Recoveries treated as
Collections of Finance Charge Receivables) deposited in the Collection Account
for such Monthly Period treated as Investor Finance Charge Collections for such
Monthly Period pursuant to Section 3.01(b).
"Investor Percentage" means, for any Monthly Period, with respect to (i)
Finance Charge Receivables and Defaulted Amounts at any time and Principal
Receivables during the Revolving Period, the weighted average Floating Investor
Percentage for such Monthly Period and (ii) Principal Receivables during the
Controlled Accumulation Period or the Early Amortization Period, the weighted
average Fixed Investor Percentage for such Monthly Period.
"Investor Principal Collections" means, with respect to any Monthly
Period, the aggregate amount retained in the Collection Account for Series
2001-1 pursuant to Section 4.01(c)(ii) for such Monthly Period.
"Investor Uncovered Dilution Amount" means, with respect to any Monthly
Period, an amount equal to the product of the weighted average Floating Investor
Percentage for such Monthly Period and the Uncovered Dilution Amount.
"Luxembourg Listing and Paying Agent" means Kredietbank S.A.
Luxembourgeoise, and its successors.
"Monthly Interest" means, with respect to any Distribution Date, the sum
of the Class A Monthly Interest, the Class B Monthly Interest, and the Class C
Monthly Interest for such Distribution Date.
7
"Monthly Period" has the meaning set forth in the Indenture; provided,
however, that the initial Monthly Period will commence on the Closing Date and
end on the calendar month preceding the first Distribution Date.
"Monthly Principal" means, with respect to any Distribution Date an
amount equal to the least of (i) the Available Principal Collections on deposit
in the Collection Account with respect to such Distribution Date, (ii) for each
Distribution Date with respect to the Controlled Accumulation Period, the
Controlled Deposit Amount for such Distribution Date, (iii) the excess of the
outstanding principal balance of the Class A Notes over the amount on deposit in
the Principal Funding Account without taking into account deposits therefrom on
such Distribution Date and (iv) the Adjusted Invested Amount (after taking into
account any adjustments to be made on such Distribution) prior to any deposit
into the Principal Funding Account on such Distribution Date.
"Monthly Principal Reallocation Amount" means, with respect to any
Monthly Period, an amount equal to the sum of Class A Reallocation Amount and
the Class B Reallocation Amount.
"Monthly Servicing Fee" means, with respect to any Distribution Date, an
amount equal to one-twelfth of the product of (i) the Servicing Fee Rate and
(ii) (a) the Adjusted Invested Amount as of the last day of the Monthly Period
preceding such Distribution Date, minus (b) the product of the amount, if any,
on deposit in the Special Funding Account as of the last day of the Monthly
Period preceding such Distribution Date and the Floating Investor Percentage
with respect to such Monthly Period; provided, however, that with respect to the
first Distribution Date, the Monthly Servicing Fee shall be equal to
$596,708.83.
"Note Principal Balance" means, on any date of determination, an amount
equal to the sum of the Class A Note Principal Balance, the Class B Note
Principal Balance and the Class C Note Principal Balance.
"Portfolio Adjusted Yield" shall mean, with respect to any Monthly
Period, the Portfolio Yield with respect to such Monthly Period minus the Base
Rate with respect to such Monthly Period.
"Portfolio Yield" means, with respect to any Monthly Period, the
annualized percentage equivalent of a fraction, (i) the numerator of which is
equal to the sum, (a) Investor Finance Charge Collections with respect to such
Monthly Period and (b) the Principal Funding Investment Proceeds and any Reserve
Account Draw Amount deposited into the Collection Account on the Distribution
Date related to such Monthly Period, such sum to be calculated on a cash basis
after subtracting the Investor Default Amount and the Investor Uncovered
Dilution Amount for such Monthly Period, and (ii) the denominator of which is
the Note Principal Balance as of the first day of such Monthly Period; provided,
however, that Excess Finance Charge Collections that are allocated to Series
2001-1 with respect to such Monthly Period may be added to the numerator if the
Transferor shall have provided ten Business Days prior written notice of such
action to each Rating Agency and the Transferor, the Servicer and the Indenture
Trustee has not received notification in writing that such action will not
result in any such Rating Agency reducing or withdrawing its then existing
rating of the Class A Notes or any outstanding Series or Class.
8
"Principal Funding Account" has the meaning set forth in subsection
4.08(a).
"Principal Funding Account Balance" means, with respect to any date of
determination, the principal amount, if any, on deposit in the Principal Funding
Account on such date of determination.
"Principal Funding Investment Proceeds" means, with respect to each
Distribution Date, the investment earnings on funds in the Principal Funding
Account (net of investment expenses and losses) for the period from and
including the immediately preceding Distribution Date to but excluding such
Distribution Date.
"Principal Funding Investment Shortfall" means, with respect to any
Distribution Date, the excess of the Class A Covered Amount over the Principal
Funding Investment Proceeds.
"QIB" means a Qualified Institutional Buyer under Rule 144A.
"Rating Agency" means each of Standard & Poor's and Moody's.
"Reallocated Principal Collections" means, with respect to any
Distribution Date, Investor Principal Collections applied in accordance with
Section 4.05 in an amount not to exceed the Monthly Principal Reallocation
Amount for the related Monthly Period.
"Reassignment Amount" means, with respect to any Distribution Date,
after giving effect to any deposits and distributions otherwise to be made on
such Distribution Date, the sum of (i) the Note Principal Balance on such
Distribution Date, plus (ii) Monthly Interest for such Distribution Date and any
Monthly Interest previously due but not distributed to the Series 2001-1
Noteholders, plus (iii) the amount of Additional Interest, if any, for such
Distribution Date and any Additional Interest previously due but not distributed
to the Series 2001-1 Noteholders on a prior Distribution Date.
"Regulation D" means Regulation D under the Securities Act.
"Regulation S" means Regulation S under the Securities Act.
"Regulation S Global Note" has the meaning specified in Section 2.02(b).
"Required Accumulation Factor Number" shall be equal to a fraction,
rounded upwards to the nearest whole number, the numerator of which is one and
the denominator of which is equal to the lowest monthly principal payment rate
on the Accounts, expressed as a decimal, for the 12 months preceding the date of
such calculation; provided, however, that this definition may be changed at any
time if the Rating Agency Condition is satisfied.
"Required Reserve Account Amount" means zero or, for any Distribution Date on or
after the Reserve Account Funding Date, an amount equal to (a) 0.50% of the
Class A Note Principal Balance or (b) any other amount designated by the
Servicer; provided, however, the Servicer may only designates a lesser amount if
the Rating Agency Condition remains satisfied and the Servicer certifies to the
Indenture Trustee that, based on the facts known to the certifying
9
officer at the time, in its reasonable belief, such designation will not cause a
Pay Out Event to occur for the Series 2001-1 Notes.
"Required Transition Account Amount" means zero or, for any Distribution
Date on or after the Transition Account Funding Date, an amount equal to the
excess of $100,000 over the amount of Transition Expenses previously paid to the
Indenture Trustee.
"Reserve Account Draw Amount" means, with respect to any Distribution
Date, an amount equal to the lesser of (i) the amount then on deposit in the
Reserve Account with respect to such Distribution Date, (ii) the Principal
Funding Investment Shortfall and (iii) the excess of (A) the amount described in
Section 4.04(a)(ii) over (B) Available Finance Charge Collections excluding the
Reserve Account Draw Amount; provided, however, the Reserve Account Draw Amount
will equal the amount on deposit in the Reserve Account on any Distribution Date
during the Early Amortization Period.
"Reserve Account Funding Date" shall mean the Distribution Date with
respect to the Monthly Period which commences no later than three months prior
to the Controlled Accumulation Period, provided that the Reserve Account Funding
Date shall be accelerated to (a) the Distribution Date with respect to the
Monthly Period which commences no later than four months prior to the Controlled
Accumulation Period if the average of the Portfolio Adjusted Yields for any
three consecutive Monthly Periods shall be less than 6.00%; (b) the Distribution
Date with respect to the Monthly Period which commences no later than six months
prior to the Controlled Accumulation Period if the average of the Portfolio
Adjusted Yields for any three consecutive Monthly Periods shall be less than
3.00%; or (c) the Distribution Date which commences no later than nine months
prior to the Controlled Accumulation Period if the average of the Portfolio
Adjusted Yields for any three consecutive Monthly Periods shall be less than
2.00%.
"Reset Date" means (i) the last day of each calendar month, (ii) each
Removal Date, (iii) each date the Trust issues a new series of Notes or class of
Notes relating to a multiple issuance series and (iv) each date there is an
increase in the invested amount with respect to any series of Notes issued by
the Trust.
"Revolving Period" means the period beginning on the Closing Date and
ending on the earlier of the close of business on the day immediately preceding
the day the Controlled Accumulation Period commences or the Early Amortization
Period commences.
"Rule 144A" means Rule 144A under the Securities Act.
"Rule 144A Global Note" has the meaning set forth in Section 2.02.
"Series 2001-1" means the Series of Notes the terms of which are
specified in this Indenture Supplement.
"Series 2001-1 Final Maturity Date" means the earlier to occur of (i)
the Distribution Date on which the Note Principal Balance is paid in full and
(ii) the April 15, 2010 Distribution Date.
10
"Series 2001-1 Note" means a Class A Note, a Class B Note or a Class C
Note.
"Series 2001-1 Noteholder" means a Class A Noteholder, a Class B
Noteholder or a Class C Noteholder.
"Series 2001-1 Pay Out Event" has the meaning specified in Section 6.01.
"Series 2001-1 Principal Shortfall" means an amount equal to, with
respect to any Distribution Date during (i) the Revolving Period, zero, (ii) the
Controlled Accumulation Period, the excess, if any, of the Controlled Deposit
Amount with respect to such Distribution Date over the amount of Available
Principal Collections for such Distribution Date (excluding any portion thereof
attributable to Shared Principal Collections), and (iii) the Early Amortization
Period, the excess, if any, of the Adjusted Invested Amount over the amount of
Available Principal Collections for such Distribution Date (excluding any
portion thereof attributable to Shared Principal Collections).
"Servicing Fee Rate" means 2% per annum.
"Successor Servicer" has the meaning set forth in the Transfer and
Servicing Agreement.
"Transferor Certificate" has the meaning set forth in the Trust
Agreement.
"Transferor Percentage" has the meaning set forth in the Indenture.
"Transition Account: has the meaning specified in Section 4.11(a).
"Transition Account Funding Date" means the Distribution Date with
respect to the calendar month in which Moody's long term credit rating of
Nordstrom Inc. was reduced below Baa3.
"Transition Expenses" means, any documented expenses and costs
reasonably incurred by the Successor Servicer in connection with the transition
of servicing duties under the Transaction Documents to the Successor Servicer.
The aggregate amount of Transition Expenses shall not exceed $100,000.
"Trust Agreement" means the amended and restated trust agreement, dated
October 31, 2001, between the Owner Trustee and the Transferor.
"Uncovered Dilution Amount" means, with respect to any Monthly Period,
the excess of the Dilution Amount for such Monthly Period over the sum of (i)
any amount deposited into the Special Funding Account by the Transferor pursuant
to Section 3.09 of the Transfer and Servicing Agreement to cover the Dilution
Amount, (ii) the amount, if any, of Principal Receivables transferred to the
Trust by the Transferor to cover the Dilution Amount and (iii) the amount by
which the Transferor Interest was reduced to cover the Dilution Amount.
"U.S. Person" means (i) citizen or resident of the United States who is
a natural person, (ii) a corporation or a partnership (including any entity
treated as a corporation or partnership for U.S. federal income tax purposes)
created or organized in or under the laws of the United States,
11
any state thereof or the District of Columbia (unless, in the case of a
partnership, Treasury regulations are adopted that provide otherwise), (iii) an
estate the income of which is subject to the U.S. federal income taxation
regardless of its source or (iv) a trust if a court within the United States is
able to exercise primary supervision over the administration of the trust and
one or more United States persons (as such term is defined in the Code and
Treasury regulations) have authority to control all substantial decisions of the
trust. Notwithstanding the preceding sentence, to the extent provided in
Treasury regulations, certain trusts in existence prior to August 20, 1996 and
treated as United States persons prior to such date that elect to be treated as
United States persons shall also be considered "U.S. Persons."
Section 1.02. Other Definitional Provisions.
(a) Each capitalized term defined herein shall relate to the Series
2001-1 Notes and no other Series of Notes issued by the Trust, unless the
context otherwise requires. All capitalized terms used herein and not otherwise
defined herein have the meanings ascribed to them in the Trust Agreement, the
Indenture or the Transfer and Servicing Agreement. In the event that any term or
provision contained herein shall conflict with or be inconsistent with any term
or provision contained in the Trust Agreement, the Indenture or the Transfer and
Servicing Agreement, the terms and provisions of this Indenture Supplement shall
govern.
(b) As used in this Indenture and in any certificate or other document
made or delivered pursuant hereto or thereto, accounting terms not defined in
this Indenture or in any such certificate or other document, and accounting
terms partly defined in this Indenture or in any such certificate or other
document to the extent not defined, shall have the respective meanings given to
them under GAAP. To the extent that the definitions of accounting terms in this
Indenture or in any such certificate or other document are inconsistent with the
meanings of such terms under GAAP, the definitions contained in this Indenture
or in any such certificate or other document shall control.
(c) Unless otherwise specified, references to any amount as on deposit
or outstanding on any particular date means such amount at the close of business
on such day.
(d) The words "hereof," "herein," "hereunder" and words of similar
import when used in this Indenture Supplement shall refer to this Indenture
Supplement as a whole and not to any particular provision of this Indenture
Supplement; references to any Article, subsection, Section or Exhibit are
references to Articles, subsections, Sections and Exhibits in or to this
Indenture Supplement unless otherwise specified; and the term "including" means
"including without limitation."
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ARTICLE TWO
CREATION OF THE SERIES 2001-1 NOTES
Section 2.01. Designation.
(a) There is hereby created and designated a Series of Notes to be
issued pursuant to the Indenture and this Indenture Supplement to be known as
"Nordstrom Private Label Credit Card Master Note Trust, Series 2001-1" or the
"Series 2001-1 Notes". The Series 2001-1 Notes shall be issued in three Classes,
the first of which shall be known as the "Series 2001-1 4.82% Asset Backed
Notes, Class A", the second of which shall be known as the "Series 2001-5.32
Asset Backed Notes, Class B", and the third of which shall be known as the
"Series 2001-1 0.00% Asset Backed Notes, Class C". The Series 2001-1 Notes shall
be due and payable on the Series 2001-1 Final Maturity Date.
(b) Series 2001-1 shall be included in Group One and shall be a
Principal Sharing Series with respect to Group One only. Series 2001-1 shall be
an Excess Allocation Series with respect to Group One only. Series 2001-1 shall
not be subordinated to any other Series.
(c) In the event that any term or provision contained herein shall
conflict with or be inconsistent with any term or provision contained in the
Indenture, the terms and provisions of this Indenture Supplement shall be
controlling.
Section 2.02. Forms of Series 2001-1 Notes.
(a) The form of each of the Class A Notes, the Class B Notes and the
Class C Notes shall be substantially as set forth in Exhibits A-1, A-2 and A-3
hereto.
(b) Global Notes.
(i) The Class A Notes offered and sold to U.S. Persons in
reliance on the exemption from registration under Rule 144A under the
Securities Act (except for any sale directly from the Issuer) shall be
issued initially in the form of one or more permanent global notes in
definitive, fully registered form without interest coupons with the
applicable legend set forth in Exhibit A-1 hereto, added to the form of
such Class A Notes (each, a "Rule 144A Global Note"), which shall be
registered in the name of the nominee of DTC and deposited with the
Indenture Trustee, at its Corporate Trust Office, as custodian for DTC,
duly executed by the Issuer and authenticated by the Indenture Trustee
as hereinafter provided. The aggregate principal amount of the Rule 144A
Global Notes may from time to time be increased or decreased by
adjustments made on the records of the Indenture Trustee or DTC or its
nominee, as the case may be, as hereinafter provided.
(ii) The Class A Notes sold in offshore transactions in reliance
on Regulation S under the Securities Act shall be issued initially in
the form of one or more permanent global notes in definitive, fully
registered form without interest coupons with the applicable legend set
forth in Exhibit A-1 hereto, added to the form of such Class A Notes
(each, a "Regulation S Global Note"), which shall be deposited on behalf
of the
13
subscribers for such Class A Notes represented thereby with the
Indenture Trustee as custodian for DTC and registered in the name of a
nominee of DTC for the respective accounts of the Euroclear Operator and
Clearstream or their respective depositories, duly executed by the
Issuer and authenticated by the Indenture Trustee as hereinafter
provided. The aggregate principal amount of the Regulation S Global
Notes may from time to time be increased or decreased by adjustments
made on the records of the Indenture Trustee or DTC or its nominee, as
the case may be, as hereinafter provided.
(c) Class B Notes and Class C Notes. All Class B Notes and Class C Notes
shall be issued in the form of one or more certificated notes in definitive,
fully registered form without interest coupons with the applicable legends set
forth in Exhibits A-2 and A-3, added to the form of such Class B Notes and Class
C Notes, respectively. The Class B and Class C Notes shall be registered in the
name of the Holder or a nominee thereof, duly executed by the Issuer and
authenticated by the Indenture Trustee as hereinafter provided; provided that
the Issuer may amend this Indenture Supplement (without the consent of any
Noteholder) to permit the issuance of Class B Notes or Class C Notes in the form
of one or more permanent global notes if the Issuer delivers to the Indenture
Trustee an Opinion of Counsel acceptable to the Indenture Trustee to the effect
that the issuance of such global note or notes would not cause the Issuer to
lose its exemption from registration, or cause it to be required to be
registered, as an investment company under the Investment Company Act or to lose
the exemption for any such Class B Note or Class C Note from the registration
provisions of the Securities Act.
Section 2.03. Registration; Registration of Transfer and Exchange.
(a) No Series 2001-1 Note may be sold or transferred (including, without
limitation, by pledge or hypothecation) unless such sale or transfer is exempt
from the registration requirements of the Securities Act and is exempt from the
registration requirements under applicable state securities laws and the
representations deemed to be made by the transferee pursuant to Section 2.03(g)
are true and correct.
(b) No Class A Note may be offered, sold, resold or delivered, within
the United States or to, or for the benefit of, U.S. Persons except in
accordance with Section 2.03(e) below and in accordance with Rule 144A to QIBs
purchasing for their own account or for the accounts of one or more QIBs, for
which the purchaser is acting as fiduciary or agent. The Class A Notes may be
offered, sold, resold or delivered, as the case may be, in offshore transactions
to non-U.S. Persons in reliance on Regulation S under the Securities Act. None
of the Issuer, the Indenture Trustee or any other Person may register the Class
A Notes under the Securities Act or any state securities laws.
(c) No Class B Note or Class C Note may be offered, sold, resold or
delivered, within the United States or to, or for the benefit of, U.S. Persons
except in accordance with Section 2.03(f) below and in accordance with Rule 144A
to QIBs purchasing for their own account or for the accounts of one or more
QIBs, for which the purchaser is acting as fiduciary or agent. The Class B Notes
and Class C Notes may be offered, sold, resold or delivered, as the case may be,
in offshore transactions to non-U.S. Persons in reliance on Regulation S under
the Securities Act. None of the Issuer, the Indenture Trustee or any other
Person may register the Class B Notes and Class C Notes under the Securities Act
or any state securities laws.
14
(d) Upon final payment due on a Series 2001-1 Note, the Holder thereof
shall present and surrender such Series 2001-1 Note at the Corporate Trust
Office of the Indenture Trustee or at the office of the Paying Agent (outside
the United States if then required by applicable law in the case of a note in
definitive form issued in exchange for a beneficial interest in a Regulation S
Global Note pursuant to Sections 2.03(k).
(e) Transfers of Class A Global Notes. Notwithstanding any provision to
the contrary herein, so long as a Class A Global Note remains outstanding and is
held by or on behalf of DTC, transfers of a Class A Global Note, in whole or in
part, shall only be made in accordance with this Section 2.03(e).
(i) Subject to clauses (ii) through (iv) of this Section
2.03(e), transfers of a Global Note shall be limited to transfers of
such Global Note in whole, but not in part, to nominees of DTC or to a
successor of DTC or such successor's nominee.
(ii) Regulation S Global Note to Rule 144A Global Note. If a
holder of a beneficial interest in a Regulation S Global Note wishes to
transfer all or a part of its interest in such Regulation S Global Note
to a Person who wishes to take delivery thereof in the form of a Rule
144A Global Note, such holder may, subject to the terms hereof and the
rules and procedures of Euroclear, Clearstream or DTC, as the case may
be, exchange or cause the exchange of such interest for an equivalent
beneficial interest in a Rule 144A Global Note of the same Class. Upon
receipt by the Indenture Trustee, as Transfer Agent and Registrar, of
(A) instructions from Euroclear, Clearstream or DTC, as the case may be,
directing the Indenture Trustee, as Transfer Agent and Registrar, to
cause such Rule 144A Global Note to be increased by an amount equal to
such beneficial interest in such Regulation S Global Note but not less
than the minimum denomination applicable to the related Class of Series
2001-1 Notes and (B) a certificate substantially in the form of Exhibit
E hereto given by the prospective transferee of such beneficial interest
and stating, among other things, that such transferee acquiring such
interest in a Rule 144A Global Note is a QIB, is obtaining such
beneficial interest in a transaction pursuant to Rule 144A and in
accordance with any applicable securities laws of any State or any other
applicable jurisdiction, then Euroclear, Clearstream or the Indenture
Trustee, as Transfer Agent and Registrar, as the case may be, shall
instruct DTC to reduce such Regulation S Global Note by the aggregate
principal amount of the interest in such Regulation S Global Note to be
transferred and increase the Rule 144A Global Note specified in such
instructions by a principal amount equal to such reduction in such
principal amount of the Regulation S Global Note.
(iii) Rule 144A Global Note to Regulation S Global Note. If a
holder of a beneficial interest in a Rule 144A Global Note wishes to
transfer all or a part of its interest in such Rule 144A Global Note to
a Person who wishes to take delivery thereof in the form of a Regulation
S Global Note, such holder may, subject to the terms hereof and the
rules and procedures of Euroclear, Clearstream or DTC, as the case may
be, exchange or cause the exchange of such interest for an equivalent
beneficial interest in a Regulation S Global Note of the same Class.
Upon receipt by the Indenture Trustee, as Transfer Agent and Registrar,
of (A) instructions from Euroclear, Clearstream or DTC, as the case may
be, directing the Indenture Trustee, as Transfer Agent and Registrar, to
15
cause such Regulation S Global Note to be increased by an amount equal
to the beneficial interest in such Rule 144A Global Note but not less
than the minimum denomination applicable to the related Class of Series
2001-1 Notes to be exchanged and (B) a certificate substantially in the
form of Exhibit F hereto given by the prospective transferee of such
beneficial interest and stating, among other things, that such
transferee acquiring such interest in a Regulation S Global Note is a
not a U.S. Person and that such transfer is being made pursuant to Rule
903 or 904 under Regulation S, then Euroclear, Clearstream or the
Indenture Trustee, as Transfer Agent and Registrar, as the case may be,
shall instruct DTC to reduce such Rule 144A Global Note by the aggregate
principal amount of the interest in such Rule 144A Global Note to be
transferred and increase the Regulation S Global Note specified in such
instructions by a principal amount equal to such reduction in the
principal amount of the Rule 144A Global Note.
(iv) Other Exchanges. In the event that, pursuant to Section
2.03(k), a Global Note is exchanged for Class A Notes in definitive
form, such Class A Notes may be exchanged for one another only in
accordance with such procedures as are substantially consistent with the
provisions above (including certification requirements intended to
ensure that such transfers are to a QIB or are to a non-U.S. Person, or
otherwise comply with Rule 144A, Regulation S) and as may be from time
to time adopted by the Issuer and the Indenture Trustee.
(f) Transfers and Exchanges of Class B Notes and Class C Notes.
Transfers of Class B Notes and Class C Notes, in whole or in part, shall only be
made in accordance with this Section 2.03(f).
(i) Transfer of Class B Notes or Class C Notes. No Class B Note
or Class C Note may be sold, transferred, assigned or conveyed (each, a
"Transfer") unless the Indenture Trustee and the Transferor are provided
with an Opinion of Counsel that such Transfer will not cause the Trust
to be treated as an association or publicly traded partnership taxable
as a corporation for federal income tax purposes. If such Opinion of
Counsel has been provided to the Transferor and the Indenture Trustee,
Class B Notes or Class C Notes, as the case may be, may be transferred
subject to the conditions set forth in this Section. Upon receipt by the
Indenture Trustee, as Transfer Agent and Registrar, of (A) such holder's
Class B Notes or Class C Notes properly endorsed for assignment to the
transferee, (B) the Opinion of Counsel discussed above in this clause
and (C) a certificate in the form of Exhibit G hereof given by the
prospective transferee of such beneficial interest stating (i) that the
transfer of such interest has been made in accordance with the
applicable restrictions in this Indenture, including that the transferee
either (x) is a QIB or (y) is not a U.S. Person and such transfer is
being made pursuant to Rule 903 or 904 under Regulation S and (ii) the
transferee is not an employee benefit plan (as defined in Section 3(3)
of ERISA), or any plan described in Section 4975(e)(1) of the Code or an
entity whose underlying assets include "plan assets" by reason of a
plan's investment in the entity, or any other "benefit plan investor"
(as defined in 29 C.F.R. Section 2510.3-101(f)(2) (each such person
described in (ii)(x), a "Benefit Plan Investor") and (iii) the
transferee is not a person with discretionary authority or control with
respect to the assets of the Issuer or that provides investment advice
for a fee (direct
16
or indirect) with respect to such assets, or an affiliate of such a
person (a "Controlling Person").
(ii) Exchange of Class B Note or Class C Note. If a holder of
a beneficial interest in one or more Class B Note or Class C Note wishes
at any time to exchange such Class B Note or Class C Note for one or
more Class B Note or Class C Note of different principal amounts of the
same Class (but not less than the minimum authorized denomination
applicable thereto) that will be beneficially owned by such holder, such
holder may exchange or cause the exchange of such interest for an
equivalent beneficial interest in Class B Note or Class C Note of the
same Class as provided below. Upon receipt by the Indenture Trustee, as
Transfer Agent and Registrar, of (A) such holder's Class B Note or Class
C Note properly endorsed for such exchange and (B) written instructions
from the Holder (or such beneficial holder, as identified by the Holder)
of such Class B Notes and Class C Notes designating the number and
principal amounts of the Class B Note or Class C Note to be exchanged
(the aggregate of such principal amounts being equal to the aggregate
principal amount of the Class B Note or Class C Note surrendered for
exchange) and certifying that such exchange does not represent a change
in beneficial ownership, then the Indenture Trustee, as Transfer Agent
and Registrar, shall cancel such Class B Notes and Class C Notes, record
the exchange in the Note Register and authenticate and deliver one or
more Class B Note or Class C Note of the same Class, registered in the
same names as the Class B Note or Class C Note surrendered by such
holder or such different names as are specified in the endorsement
described in clause (A) above, in principal amounts designated by such
Holder (the aggregate of such amounts being equal to the beneficial
interest in the Class B Note or Class C Note surrendered by such
holder).
(g) Each transferee of Class A Notes shall be deemed to represent and
agree as follows:
(i) The transferee (a) (1) is a QIB, (2) is acquiring
the Class A Notes for its own account or for the account of a QIB
and (3) is aware that the sale of the Class A Notes to it is
being made in reliance on Rule 144A or (b) is not a U.S. Person
and is purchasing such Class A Notes in an offshore transaction
pursuant to Regulation S.
(ii) The transferee understands that (a) the Class A
Notes have not been and will not be registered under the
Securities Act or any state securities or Blue Sky law, and may
not be reoffered, resold, pledged or otherwise transferred except
(1) to a Person whom the seller reasonably believes is a QIB in a
transaction meeting the requirements of Rule 144A or (2) in a
transaction complying with the provisions of Rule 903 or 904
under the Securities Act, in each of cases (1) and (2) in
accordance with any applicable securities laws of any State of
the United States or any other applicable jurisdictions and that
(b) the transferee will, and each subsequent holder is required
to, notify any subsequent purchaser of such Class A Notes from it
of the resale restrictions referred to in (a) above.
17
(iii) The transferee agrees that if in the future it
should offer, sell or otherwise transfer such Class A Note, it
will do so only (a) pursuant to Rule 144A to a Person who the
seller reasonably believes is a QIB in a transaction meeting the
requirements of Rule 144A, purchasing for its own account or for
the account of a QIB, whom the holder has informed that such
offer, sale or other transfer is being made in reliance on Rule
144A, or (b) in an offshore transaction meeting the requirements
of Rule 903 or 904 of Regulation S.
(iv) The transferee, if it is a foreign transferee
outside the United States, acknowledges that the Class A Notes
will initially be represented by a Regulation S Global Note and
that transfers thereof are restricted as described herein. If it
is a QIB, it acknowledges that the Class A Notes offered in
reliance on Rule 144A will be represented by a Rule 144A Global
Note.
(v) Each Class A Note will bear a legend to the
following effect, unless the Transferor and the Indenture Trustee
determine otherwise in accordance with applicable law:
"THIS CLASS A NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR
UNDER ANY STATE SECURITIES OR BLUE SKY LAW. THE HOLDER HEREOF, BY
PURCHASING THIS CLASS A NOTE, AGREES THAT THIS CLASS A NOTE MAY
BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN
COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND
ONLY (I)(A) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE
144A") TO AN INSTITUTIONAL INVESTOR THAT THE HOLDER REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF
RULE 144A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A QIB
PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS
INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (B) IN A
TRANSACTION EFFECTED IN COMPLIANCE WITH REGULATION S OF THE
SECURITIES ACT AND (II) IN ACCORDANCE WITH ALL APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
APPLICABLE JURISDICTIONS.
UNLESS THIS CLASS A NOTE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC TRUST COMPANY, A NEW YORK CORPORATION
("DTC"), TO THE TRUST OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CLASS A NOTE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE
18
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
NO RESALE OR OTHER TRANSFER OF ANY CLASS A NOTE SHALL BE MADE TO
ANY TRANSFEREE UNLESS: (A) SUCH TRANSFEREE IS NOT, AND WILL NOT
ACQUIRE THE CLASS A NOTE ON BEHALF OR WITH PLAN ASSETS OF, AN
"EMPLOYEE BENEFIT PLAN" AS DEFINED IN SECTION 3(3) OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA"), OR ANY OTHER "PLAN" AS DEFINED IN SECTION 4975(e)(1)
OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "INTERNAL
REVENUE CODE"), THAT IS SUBJECT TO ERISA OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OR (B) THE ACQUISITION AND HOLDING OF THE
CLASS A NOTE BY SUCH TRANSFEREE ARE ELIGIBLE FOR THE EXEMPTIVE
RELIEF AVAILABLE UNDER PTCE 84-14, PTCE 90-1, PTCE 91-38, PTCE
95-60, PTCE 96-23 OR A SIMILAR EXEMPTION. EACH PURCHASER OR
TRANSFEREE OF A CLASS A NOTE, BY ITS ACCEPTANCE OF SUCH CLASS A
NOTE, WILL BE DEEMED TO HAVE MADE THE REPRESENTATION SET FORTH
IN CLAUSE (A) OR (B) ABOVE.
THE PRINCIPAL OF THIS CLASS A NOTE IS PAYABLE AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS
CLASS A NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON
THE FACE HEREOF.
TRANSFERS OF THE CLASS A NOTES MUST GENERALLY BE ACCOMPANIED BY
APPROPRIATE TAX TRANSFER DOCUMENTATION AND ARE SUBJECT TO
RESTRICTIONS AS PROVIDED IN THE INDENTURE.
THE HOLDER, BY ACCEPTANCE OF THIS CLASS A NOTE, SHALL BE DEEMED
TO HAVE AGREED TO TREAT THE CLASS A NOTES AS DEBT SOLELY OF THE
TRUST FOR UNITED STATES FEDERAL, STATE AND LOCAL INCOME, SINGLE
BUSINESS AND FRANCHISE TAX PURPOSES."
(vi) If the transferee is acquiring any Class A Note, or
any interest or participation therein, as a fiduciary or agent
for one or more investor accounts, it has sole investment
discretion with respect to each such account and that it has
full power to make the acknowledgments, representations and
agreements contained herein on behalf of such account.
(vii) (a) The transferee is not acquiring and will not
acquire the Class A Notes on behalf of or with plan assets of
any "employee benefit plan", as defined in Section 3(3) of
ERISA, that is subject to the requirements of Title I of ERISA
or any other "plan" as defined in Section 4975(e)(1) of the
Internal Revenue Code that is subject to Section 4975 of the
Internal Revenue Code (each, a "Benefit
19
Plan") or (b) its acquisition and holding of the Class A Note
are eligible for the exemptive relief available under PTCE
84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60, PTCE 96-23 or a
similar exemption. By its acceptance of a Class A Note each
transferee will be deemed to have made the representation set
forth in clause (a) or (b).
(viii) It understands that the Regulation S Global
Notes will bear a legend to the following effect unless otherwise
agreed to by the Transferor and the Indenture Trustee:
"THIS CLASS A NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE U.S. SECURITIES ACT OF 1933 (THE "SECURITIES ACT"), OR WITH
ANY SECURITIES REGULATORY AUTHORITY OF ANY JURISDICTION AND,
ACCORDINGLY, MAY NOT BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED WITHIN THE UNITED STATES EXCEPT PURSUANT TO RULE 144A
UNDER THE SECURITIES ACT ("RULE 144A") TO AN INSTITUTIONAL
INVESTOR THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A "QIB"),
PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE
ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE,
THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE
IN RELIANCE ON RULE 144A."
(ix) The transferee agrees that if at some time in the
future it wishes to transfer or exchange any of the Class A
Notes, it will not transfer or exchange any of the Class A Notes
unless such transfer or exchange is in accordance with the
Indenture. The purchaser understands that any purported transfer
of any Class A Note (or any interest therein) in contravention of
any of the restrictions and conditions in the Indenture shall be
void, and the purported transferee in such transfer shall not be
recognized by the Trust or any other Person as a Class A
Noteholder for any purpose.
(h) In addition to the representations set forth in Section 2.03(g),
beneficial owner of Regulation S Global Notes shall be deemed to have further
represented and agreed as follows:
(i) The owner is aware that the sale of such Class A Notes to it
is being made in reliance on the exemption from registration provided by
Regulation S and understands that the Class A Notes offered in reliance
on Regulation S will bear the appropriate legend set forth in Exhibit
A-1, as applicable, and be represented by one or more Regulation S
Global Notes. The Class A Notes so represented may not at any time be
held by or on behalf of U.S. Persons. Each of the owner and the related
Holder is not, and shall not be, a U.S. Person. Before any interest in a
Regulation S Global Note may be offered, resold, pledged or otherwise
transferred to a person who takes delivery in the form of a Rule 144A
Global Note, the transferee shall be required to provide the Indenture
Trustee with a written certification substantially in the form of
Exhibits E and F
20
(as applicable) as to compliance with the transfer restrictions. The
owner must inform a prospective transferee of the transfer restrictions.
(i) Each transferee of the Class B Notes and Class C Notes shall be
required to make the representations set forth in clauses (i), (ii), (iii),
(iv), (viii) and (ix) of Section 2.03(g) with respect to the Class B Notes or
Class C Notes, as the case may be, and to further represent and agree as
follows:
(i) before any interest in a Class B Note or Class C Note may
be offered, resold, pledged or otherwise transferred, the transferee
shall be required to provide the Indenture Trustee with a written
certification substantially in the form of Exhibit G hereto as to
compliance with the transfer restrictions and the owner must inform a
prospective transferee of the transfer restrictions; and
(ii) each prospective Holder of a Class B Note or Class C Note
shall represent to the Issuer, the Transferor, the Servicer and the
Indenture Trustee (x) that the transferee is not a Benefit Plan Investor
or a Controlling Person.
(j) Any purported transfer of a Series 2001-1 Note not in accordance
with this Section 2.03 or Section 2.05 of the Master Indenture shall be null and
void and shall not be given effect for any purpose hereunder.
(k) For so long as any Series 2001-1 Notes are listed on the Luxembourg
Stock Exchange and the rules of such exchange shall so require, in the case of a
transfer or exchange of a definitive security, a Holder may obtain a new
definitive security from the Luxembourg Listing and Paying Agent in accordance
with and subject to this Indenture.
(l) If the Indenture Trustee determines or is notified by the Issuer,
the Transferor or the Servicer that (i) a transfer or attempted or purported
transfer of any interest in any Series 2001-1 Note was consummated in compliance
with the provisions of this Section 2.03 on the basis of a materially incorrect
certification from the transferee or purported transferee, (ii) a transferee
failed to deliver to the Indenture Trustee any certification required to be
delivered hereunder or (iii) the holder of any interest in a Series 2001-1 Note
is in breach of any representation or agreement set forth in any certification
or any deemed representation or agreement of such holder, the Indenture Trustee
shall not register such attempted or purported transfer and if a transfer has
been registered, such transfer shall be absolutely null and void ab initio and
shall vest no rights in the purported transferee (such purported transferee, a
"Disqualified Transferee") and the last preceding holder of such interest in
such Series 2001-1 Note that was not a Disqualified Transferee shall be restored
to all rights as a Holder thereof retroactively to the date of transfer of such
Series 2001-1 Note by such Holder.
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ARTICLE THREE
SERVICING FEE
Section 3.01. Servicing Compensation. The share of the Servicing Fee
allocable to the Series 2001-1 Noteholders with respect to any Distribution Date
shall be equal to the Monthly Servicing Fee. The remainder of the Servicing Fee
shall be paid by the Holders of the Transferor Certificates or the Noteholders
of other Series (as provided in the related Indenture Supplements) and in no
event shall the Trust, the Indenture Trustee or the Series 2001-1 Noteholders be
liable for the share of the Servicing Fee to be paid by the Holders of the
Transferor Certificates or the Noteholders of any other Series. To the extent
that the Monthly Servicing Fee is not paid in full pursuant to the preceding
provisions of this Section and Section 4.03, it shall be paid by the Holders of
the Transferor Certificates.
22
ARTICLE FOUR
RIGHTS OF SERIES 2001-1 NOTEHOLDERS
AND ALLOCATION AND APPLICATION OF COLLECTIONS
Section 4.01. Collections and Allocations.
(a) Allocations. Collections of Finance Charge Receivables and Principal
Receivables and Defaulted Receivables allocated to Series 2001-1 pursuant to
Article Eight of the Indenture shall be allocated and distributed as set forth
in this Article.
(b) Payments to the Transferor. The Servicer shall on each Deposit Date
direct the Indenture Trustee to withdraw from the Collection Account and pay to
the Holders of the Transferor Certificates (or to the Successor Servicer to the
extent that the Successor Servicer is owed Transition Expenses after the
application of Sections 4.03(a)(ix) and 4.11(a)) and the following amounts:
(i) an amount equal to the Transferor Percentage for the
related Monthly Period of Collections of Finance Charge Receivables to
the extent such amount is deposited in the Collection Account; and
(ii) an amount equal to the Transferor Percentage for the
related Monthly Period of Collections of Principal Receivables deposited
in the Collection Account, if the Transferor Interest (determined after
giving effect to any Principal Receivables transferred to the Trust on
such Deposit Date) exceeds the Required Transferor Interest.
The withdrawals to be made from the Collection Account pursuant to this
Section) do not apply to deposits into the Collection Account that do not
represent Collections, including payment of the purchase price for the
Receivables or the Notes pursuant to, respectively, Section 2.06 or 7.01 of the
Transfer and Servicing Agreement or Section 11.04 of the Indenture and payment
of the purchase price for the Series 2001-1 Notes pursuant to Section 7.01 of
this Indenture Supplement.
(c) Allocations to the Series 2001-1 Noteholders. The Servicer shall,
prior to the close of business on any Deposit Date, allocate to the Series
2001-1 Noteholders the following amounts as set forth below:
(i) Allocations of Finance Charge Collections. The Servicer
shall allocate to the Series 2001-1 Noteholders and retain in the
Collection Account for application as provided herein an amount equal to
the product of (A) the Investor Percentage and (B) the aggregate amount
of Collections of Finance Charge Receivables deposited in the Collection
Account on such Deposit Date.
(ii) Allocations of Principal Collections. The Servicer shall
allocate to the Series 2001-1 Noteholders the following amounts as set
forth below:
(A) Allocations During the Revolving Period. During the
Revolving Period, an amount equal to the product of (1) the
Investor Percentage and (2) the
23
aggregate amount of Collections of Principal Receivables
deposited in the Collection Account on such Deposit Date shall
be allocated to the Series 2001-1 Noteholders and shall be
first, if any other Principal Sharing Series in Group One is
outstanding and in its amortization period or accumulation
period, retained in the Collection Account for application, to
the extent necessary, as Shared Principal Collections to other
Series in Group One on the related Distribution Date, and second
paid to the Holders of the Transferor Certificates only if the
Transferor Interest on such Deposit Date is greater than the
Required Transferor Interest (after giving effect to all
Principal Receivables transferred to the Trust on such day) and
otherwise shall be deposited in the Special Funding Account.
(B) Allocations During the Controlled Accumulation
Period. During the Controlled Accumulation Period an amount
equal to, the product of (1) the Investor Percentage and (2) the
aggregate amount of Collections of Principal Receivables
deposited in the Collection Account on such Deposit Date shall
be allocated to the Series 2001-1 Noteholders and deposited in
the Principal Funding Account until applied as provided herein;
provided, however, that if such amount along with all other
allocations to the Series 2001-1 Noteholders of Principal
Receivables during the Monthly Period exceeds the Controlled
Deposit Amount for the related Distribution Date, then such
excess shall be first, if any other Principal Sharing Series in
Group One is outstanding and in its amortization period or
accumulation period, retained in the Collection Account for
application, to the extent necessary, as Shared Principal
Collections to other Series in Group One on the related
Distribution Date, and second paid to the Holders of the
Transferor Certificates only if the Transferor Interest on such
Deposit Date is greater than the Required Transferor Interest
(after giving effect to all Principal Receivables transferred to
the Trust on such day) and otherwise shall be deposited in the
Special Funding Account.
(C) Allocations During the Early Amortization Period.
During the Early Amortization Period, an amount equal to the
product of (1) the Investor Percentage and (2) the aggregate
amount of Collections of Principal Receivables deposited in the
Collection Account on such Deposit Date, shall be allocated to
the Series 2001-1 Noteholders and retained in the Collection
Account until applied as provided herein; provided, however,
that after the date on which an amount of such Collections equal
to the Adjusted Invested Amount has been deposited into the
Collection Account and allocated to the Series 2001-1
Noteholders, such amount shall be first, if any other Principal
Sharing Series in Group One is outstanding and in its
amortization period or accumulation period, retained in the
Collection Account for application, to the extent necessary, as
Shared Principal Collections to other Series in Group One on the
related Distribution Date, and second paid to the Holders of the
Transferor Certificates only if the Transferor Interest on such
date is greater than the Required Transferor Interest (after
giving effect to all Principal Receivables transferred to the
Trust on such day) and otherwise shall be deposited in the
Special Funding Account.
24
Section 4.02. Determination of Monthly Interest, Monthly Principal and
Interest Rate.
(a) On each Determination Date, the Servicer shall calculate all amounts
necessary to make the required distributions to the Series 2001-1 Noteholders on
the related Distribution Date, including, but not limited to, the following
amounts (i) the Class A Monthly Interest; (ii) the Class A Interest Shortfall;
(iii) the Class A Additional Interest; (iv) the Class B Monthly Interest; (v)
the Class B Interest Shortfall; (vi) the Class B Additional Interest; (vii) the
Class C Monthly Interest; (viii) the Class C Interest Shortfall; (ix) the Class
C Additional Interest; and (x) the Monthly Principal, with respect to the
related Monthly Period and Distribution Date.
(b) The Transferor may in its sole discretion increase each of the Class
B Note Interest Rate and the Class C Note Interest Rate; provided, however, any
increase resulting in a Class B Note Interest Rate or Class C Note Interest Rate
in excess of 7.0% and 0%, respectively, will require Rating Agency approval and
satisfaction of the Rating Agency Condition.
Section 4.03. Application of Available Finance Charge Collections and
Available Principal Collections. The Servicer shall apply, or shall cause the
Indenture Trustee to apply by written instruction to the Indenture Trustee in
the form of Exhibit B attached hereto, on each Distribution Date, Available
Finance Charge Collections and Available Principal Collections, as the case may
be, on deposit in the Collection Account with respect to the related Monthly
Period or such Distribution Date to make the following distributions:
(a) On each Distribution Date, an amount equal to the Available
Finance Charge Collections will be distributed or deposited in the
following amounts and priority:
(i) an amount equal to the Monthly Servicing Fee, plus
the amount of any Monthly Servicing Fee previously due but not
distributed to the Servicer on one or more prior Distribution
Dates, shall be distributed to the Servicer (unless such amount
has been netted against deposits to the Collection Account in
accordance with Section 8.04 of the Indenture);
(ii) an amount equal to Class A Monthly Interest, plus
the amount of any Class A Monthly Interest previously due but not
distributed to Class A Noteholders on one or more prior
Distribution Dates, plus the amount of any Class A Additional
Interest for such Distribution Dates, plus the amount of any
Class A Additional Interest previously due but not distributed to
Class A Noteholders on one or more prior Distribution Dates,
shall be distributed to the Paying Agent for payment to Class A
Noteholders;
(iii) an amount equal to Class B Monthly Interest for
such Distribution Date, plus the amount of any Class B Monthly
Interest previously due but not distributed to Class B
Noteholders on one or more prior Distribution Dates, plus the
amount of any Class B Additional Interest for such Distribution
Dates, plus the amount of any Class B Additional Interest
previously due but not distributed to Class B Noteholders on a
prior Distribution Date, shall be distributed to the Paying Agent
for payment to Class B Noteholders on such Distribution Date;
25
(iv) an amount equal to Class C Monthly Interest for
such Distribution Date, plus the amount of any Class C Monthly
Interest previously due but not distributed to the Class C
Noteholders on one or more prior Distribution Dates, plus the
amount of any Class C Additional Interest for such Distribution
Dates, plus the amount of any Class C Additional Interest
previously due but not distributed to the Class C Noteholders on
one or more prior Distribution Date shall be distributed to the
Paying Agent for payment to the Class C Noteholders on such
Distribution Date;
(v) an amount equal to the Investor Default Amount and
the Investor Uncovered Dilution Amount, if any, for such
Distribution Date shall be treated as a portion of Available
Principal Collections for such Distribution Date;
(vi) an amount equal to the sum of the aggregate
amount of Investor Charge-Offs and the amount of Reallocated
Principal Collections which have not been previously reimbursed
pursuant to this subparagraph shall be treated as a portion of
Available Principal Collections for such Distribution Date;
(vii) upon the occurrence of an Event of Default with
respect to Series 2001-1 and acceleration of the maturity of the
Series 2001-1 Notes, the balance, if any, up to the outstanding
principal amount of the Series 2001-1 Notes will be treated as
Available Principal Collections for that Distribution Date for
distribution to the Series 2001-1 Noteholders;
(viii) on each Distribution Date from and after the
Reserve Account Funding Date, but prior to the date on which the
Reserve Account terminates as described in subsection 4.09(e), an
amount up to the excess, if any, of the Required Reserve Account
Amount over the amount then on deposit in the Reserve Account
will be deposited into the Reserve Account;
(ix) any Transition Expenses, an amount up to Required
Transition Account Amount (calculated after accounting for
Transition Expenses paid pursuant to this clause) for deposit in
the Transition Account and other amounts the Trust may be liable
for from time to time that are not otherwise provided for above
will be applied by the Indenture Trustee; and
(x) the balance, if any, will constitute a portion of
Excess Finance Charge Collections for such Distribution Date and
will be available for allocation to other Series in Group One or
to the Holder of the Transferor Certificates as described in
Section 8.08 of the Indenture and Section 4.01.
(b) On each Distribution Date with respect to the Revolving
Period, an amount equal to the Available Principal Collections shall be
treated as Shared Principal Collections and applied in accordance with
Section 8.05 of the Indenture.
(c) On each Distribution Date with respect to the Controlled
Accumulation Period, Available Principal Collections deposited in the
Collection Account for the related Monthly Period shall be deposited in
an amount up to the Monthly Principal for
26
such Distribution Date into the Principal Funding Account and any
Available Principal Collections remaining after the deposit of the
Monthly Principal into the Principal Funding Account shall be treated as
Shared Principal Collections and applied in accordance with Section 8.05
of the Indenture.
(d) On each Distribution Date with respect to the Early
Amortization Period, an amount equal to the Available Principal
Collections deposited in the Collection Account for the related Monthly
Period shall be distributed or deposited in the following order of
priority:
(i) an amount equal to the Available Principal
Collections for such Distribution Date shall be distributed to
the Paying Agent for payment to the Class A Noteholders on such
Distribution Date and on each subsequent Distribution Date until
the Class A Note Principal Balance has been reduced to zero;
(ii) after giving effect to the distribution referred
to in clause (i) above, an amount equal to any remaining
Available Principal Collections, if any, shall be distributed to
the Paying Agent for payment to the Class B Noteholders on such
Distribution Date and on each subsequent Distribution Date until
the Class B Note Principal Balance has been reduced to zero;
(iii) after giving effect to the distributions
referred to in clauses (ii) and (iii) above, an amount equal to
any remaining Available Principal Collections, if any, shall be
distributed to the Paying Agent for payment to the Class C
Noteholders on such Distribution Date and on each subsequent
Distribution Date until the Class C Note Principal Balance has
been reduced to zero; and
(iv) the balance of such Available Principal
Collections remaining after application in accordance with
clauses (i) through (iii) above shall be treated as Shared
Principal Collections and applied in accordance with Section 8.05
of the Indenture.
(e) On the earlier to occur of (i) the first Distribution Date
with respect to the Early Amortization Period and (ii) the Expected
Final Principal Payment Date, the Indenture Trustee, acting in
accordance with instructions from the Servicer, shall withdraw from the
Principal Funding Account and distribute to the Paying Agent for payment
to the Class A Noteholders, the amounts deposited into the Principal
Funding Account pursuant to Section 4.03(d)(i).
(f) The Controlled Accumulation Period is scheduled to commence
on April 1, 2006; provided, however, that, if the Accumulation Period
Length (determined as described below) is less than 6 months, the date
on which the Controlled Accumulation Period actually commences will be
delayed to the first Business Day of the month that is the number of
whole months prior to the Expected Final Principal Payment Date at least
equal to the Accumulation Period Length and, as a result, the number of
Monthly Periods in the Controlled Accumulation Period will at least
equal the Accumulation Period
27
Length. On the Determination Date immediately preceding the March 2006
Distribution Date, and each Determination Date thereafter until the
Controlled Accumulation Period begins, the Servicer will determine the
"Accumulation Period Length" which will equal the number of whole months
such that the sum of the Accumulation Period Factors for each month
during such period will be equal to or greater than the Required
Accumulation Factor Number; provided, however, that the Accumulation
Period Length will not be determined to be less than one month; provided
further, however, that the determination of the Accumulation Period
Length may be changed at any time if the Rating Agency Condition is
satisfied.
Section 4.04. Investor Charge-Offs. On each Determination Date, the
Servicer shall calculate the Investor Default Amount and the Investor Uncovered
Dilution Amount, if any, for the related Distribution Date. If, on any
Distribution Date, the sum of the Investor Default Amount and the Investor
Uncovered Dilution Amount for such Distribution Date exceeds the amount of
Available Finance Charge Collections allocated with respect thereto pursuant to
Section 4.03(a)(v), with respect to such Distribution Date, the Invested Amount
(after giving effect to any reductions for any Reallocated Principal Collections
on such Distribution Date) will be reduced by the amount of such excess, but not
by more than the lesser of (i) the sum of the Investor Default Amount and the
Investor Uncovered Dilution Amount and (ii) the Invested Amount (after giving
effect to any reductions for any Reallocated Principal Collections on such
Distribution Date) for such Distribution Date (such reduction, an "Investor
Charge-Off").
Section 4.05. Reallocated Principal Collections. On each Distribution
Date, the Servicer shall apply, or shall cause the Indenture Trustee to apply,
Reallocated Principal Collections with respect to such Distribution Date, to
fund any deficiency pursuant to and in the priority set forth in Sections
4.03(a)(i) through (iii). On each Distribution Date, the Invested Amount shall
be reduced by the amount of Reallocated Principal Collections for such
Distribution Date.
Section 4.06. Excess Finance Charge Collections. Series 2001-1 shall be
an Excess Allocation Series with respect to Group One only. Subject to Section
8.08 of the Indenture, Excess Finance Charge Collections with respect to the
Excess Allocation Series in Group One for any Distribution Date will be
allocated to Series 2001-1 in an amount equal to the product of (i) the
aggregate amount of Excess Finance Charge Collections with respect to all the
Excess Allocation Series in Group One for such Distribution Date and (ii) a
fraction, the numerator of which is the Finance Charge Shortfall for Series
2001-1 for such Distribution Date and the denominator of which is the aggregate
amount of Finance Charge Shortfalls for all the Excess Allocation Series in
Group One for such Distribution Date.
Section 4.07. Shared Principal Collections. Subject to Section 8.05 of
the Indenture, Shared Principal Collections with respect to the Series in Group
One for any Distribution Date will be allocated to Series 2001-1 in an amount
equal to the product of (i) the aggregate amount of Shared Principal Collections
with respect to all Principal Sharing Series in Group One for such Distribution
Date and (ii) a fraction, the numerator of which is the Series 2001-1 Principal
Shortfall for such Distribution Date and the denominator of which is the
aggregate amount of Principal Shortfalls for all the Series which are Principal
Sharing Series in Group One for such Distribution Date.
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Section 4.08. Principal Funding Account.
(a) The Indenture Trustee shall establish and maintain with an Eligible
Institution, which may be the Indenture Trustee in the name of the Trust, on
behalf of the Trust, for the benefit of the Series 2001-1 Noteholders, a
segregated trust account with the corporate trust department of such Eligible
Institution (the "Principal Funding Account"), bearing a designation clearly
indicating that the funds deposited therein are held for the benefit of the
Series 2001-1 Noteholders. The Indenture Trustee shall possess all right, title
and interest in all funds on deposit from time to time in the Principal Funding
Account and in all proceeds thereof. The Principal Funding Account shall be
under the sole dominion and control of the Indenture Trustee for the benefit of
the Series 2001-1 Noteholders. If at any time the institution holding the
Principal Funding Account ceases to be an Eligible Institution, the Transferor
shall notify the Indenture Trustee, and the Indenture Trustee upon being
notified (or the Transferor on its behalf) shall, within ten Business Days,
establish a new Principal Funding Account meeting the conditions specified above
with an Eligible Institution, and shall transfer any cash or any investments to
such new Principal Funding Account. The Indenture Trustee, at the direction of
the Servicer, shall (i) make withdrawals from the Principal Funding Account from
time to time, in the amounts and for the purposes set forth in this Indenture
Supplement, and (ii) on each Distribution Date (from and after the commencement
of the Controlled Accumulation Period) prior to the termination of the Principal
Funding Account, make deposits into the Principal Funding Account in the amounts
specified in, and otherwise in accordance with, Section 4.03(c).
(b) Funds on deposit in the Principal Funding Account shall be invested
at the direction of the Servicer by the Indenture Trustee in Eligible
Investments. Funds on deposit in the Principal Funding Account on any
Distribution Date, after giving effect to any withdrawals from the Principal
Funding Account on such Distribution Date, shall be invested in such investments
that will mature so that such funds will be available for withdrawal prior to
the following Distribution Date.
On each Distribution Date with respect to the Controlled Accumulation
Period and on the first Distribution Date with respect to the Early Amortization
Period, the Indenture Trustee, acting at the Servicer's direction given on or
before such Distribution Date, shall transfer from the Principal Funding Account
to the Collection Account the Principal Funding Investment Proceeds on deposit
in the Principal Funding Account for application as Available Finance Charge
Collections in accordance with Section 4.03.
Principal Funding Investment Proceeds (including reinvested interest)
shall not be considered part of the amounts on deposit in the Principal Funding
Account for purposes of this Indenture Supplement.
Section 4.09. Reserve Account.
(a) The Indenture Trustee shall establish and maintain with an Eligible
Institution, which may be the Indenture Trustee in the name of the Trust, on
behalf of the Trust, for the benefit of the Class A Noteholders, a segregated
trust account with the corporate trust department of such Eligible Institution
(the "Reserve Account"), bearing a designation clearly indicating that the funds
deposited therein are held for the benefit of the Class A Noteholders. The
Indenture
29
Trustee shall possess all right, title and interest in all funds on deposit from
time to time in the Reserve Account and in all proceeds thereof. The Reserve
Account shall be under the sole dominion and control of the Indenture Trustee
for the benefit of the Class A Noteholders. If at any time the institution
holding the Reserve Account ceases to be an Eligible Institution, the Servicer
shall notify the Indenture Trustee, and the Indenture Trustee upon being
notified (or the Servicer on its behalf) shall, within ten Business Days,
establish a new Reserve Account meeting the conditions specified above with an
Eligible Institution, and shall transfer any cash or any investments to such new
Reserve Account. The Indenture Trustee, at the direction of the Servicer, shall
(i) make withdrawals from the Reserve Account from time to time in an amount up
to the Available Reserve Account Amount at such time, for the purposes set forth
in this Indenture Supplement, and (ii) on each Distribution Date (from and after
the Reserve Account Funding Date) prior to termination of the Reserve Account,
make a deposit into the Reserve Account in the amount specified in, and
otherwise in accordance with, subsection 4.03(a)(viii).
(b) Funds on deposit in the Reserve Account shall be invested at the
direction of the Servicer by the Indenture Trustee in Eligible Investments.
Funds on deposit in the Reserve Account on any Distribution Date, after giving
effect to any withdrawals from the Reserve Account on such Distribution Date,
shall be invested in such investments that will mature so that such funds will
be available for withdrawal prior to the following Distribution Date.
On each Distribution Date, all interest and earnings (net of losses and
investment expenses) accrued since the preceding Distribution Date on funds on
deposit in the Reserve Account shall be retained in the Reserve Account (to the
extent that the amount on deposit in the Reserve Account is less than the
Required Reserve Account Amount) and the balance, if any, shall be deposited
into the Collection Account and included in Available Finance Charge Collections
for such Distribution Date. For purposes of determining the availability of
funds or the balance in the Reserve Account for any reason under this Indenture
Supplement, except as otherwise provided in the preceding sentence, investment
earnings on such funds shall be deemed not to be available or on deposit.
(c) In the event that for any Distribution Date the Reserve Account Draw
Amount is greater than zero, the Reserve Account Draw Amount shall be withdrawn
from the Reserve Account on such Distribution Date by the Indenture Trustee
(acting in accordance with the instructions of the Servicer) and deposited into
the Collection Account for application as Available Finance Charge Collections
for such Distribution Date.
(d) In the event that the amount on deposit in the Reserve Account on
any Distribution Date, after giving effect to all deposits to and withdrawals
from the Reserve Account with respect to such Distribution Date, is greater than
the Required Reserve Account Amount, the Indenture Trustee, acting in accordance
with the instructions of the Servicer, shall withdraw from the Reserve Account
an amount equal to the excess of the amount on deposit in the Reserve Account
over the Required Reserve Account Amount, and distribute such excess to the
holders of the Transferor Certificates.
(e) Upon the earliest to occur of (i) the termination of the Trust
pursuant to the Trust Agreement, (ii) the first Distribution Date relating to
the Early Amortization Period and (iii) the Expected Final Principal Payment
Date, the Indenture Trustee, acting in accordance with the
30
instructions of the Servicer, after the prior payment of all amounts owing to
the Class A Noteholders that are payable from the Reserve Account as provided
herein, shall withdraw from the Reserve Account all amounts, if any, on deposit
in the Reserve Account and distribute any such amounts remaining to the holders
of the Transferor Certificates. The Reserve Account shall thereafter be deemed
to have terminated for purposes of this Indenture Supplement.
Section 4.10. Eligible Investment.
(a) The Indenture Trustee shall hold funds on deposit in the Principal
Funding Account and the Reserve Account invested pursuant to Sections 4.08(b)
and 4.09(b), respectively, in Eligible Investments as consists of instruments,
deposit accounts, negotiable documents, money, goods, letters of credit, and
advices of credit in the State of New York. The Indenture Trustee shall hold
such of the Eligible Investments as constitutes investment property through a
securities intermediary, which securities intermediary shall agree with the
Indenture Trustee that (i) such investment property shall at all times be
credited to a securities account of the Indenture Trustee, (ii) such securities
intermediary shall treat the Indenture Trustee as entitled to exercise the
rights that comprise each financial asset credited to such securities account,
(iii) all property credited to such securities account shall be treated as a
financial asset, (iv) such securities intermediary shall comply with entitlement
orders originated by the Indenture Trustee without the further consent of any
other person or entity, (v) such securities intermediary will not agree with any
person or entity other than the Indenture Trustee to comply with entitlement
orders originated by such other person or entity, (vi) such securities accounts
and the property credited thereto shall not be subject to any lien, security
interest or right of set-off in favor of such securities intermediary or anyone
claiming through it (other than the Indenture Trustee), and (vii) such agreement
shall be governed by the laws of the State of New York. Terms used in the
preceding sentence that are defined in the New York UCC and not otherwise
defined herein has the meaning set forth in the New York UCC.
(b) Any investment instructions required to be given to the Indenture
Trustee pursuant to the terms hereof must be given to the Indenture Trustee no
later than 11:00 a.m., New York City time, on the date such investment is to be
made. In the event the Indenture Trustee receives such investment instruction
later than such time, the Indenture Trustee may, but shall have no obligation
to, make such investment. In the event the Indenture Trustee is unable to make
an investment required in an investment instruction received by the Indenture
Trustee after 11:00 a.m., New York City time, on such day, such investment shall
be made by the Indenture Trustee on the next succeeding Business Day. In no
event shall the Indenture Trustee be liable for any investment not made pursuant
to investment instructions received after 11:00 a.m., New York City time, on the
day such investment is requested to be made.
Section 4.11. Transition Account.
(a) Prior to the Transition Account Funding Date, the Indenture Trustee
shall establish and maintain with an Eligible Institution, which may be the
Indenture Trustee in the name of the Trust, on behalf of the Trust, for the
benefit of the Successor Servicer, a segregated trust account with the corporate
trust department of such Eligible Institution (the "Transition Account"),
bearing a designation clearly indicating that the funds deposited therein are
held for the benefit of the Successor Servicer. The Indenture Trustee shall
possess all right, title and interest in all
31
funds on deposit from time to time in the Transition Account and in all proceeds
thereof. The Transition Account shall be under the sole dominion and control of
the Indenture Trustee for the benefit of the Successor Servicer. If at any time
the institution holding the Transition Account ceases to be an Eligible
Institution, the Servicer shall notify the Indenture Trustee, and the Indenture
Trustee upon being notified (or the Servicer on its behalf) shall, within ten
Business Days, establish a new Transition Account meeting the conditions
specified above with an Eligible Institution, and shall transfer any cash or any
investments to such new Transition Account. The Indenture Trustee, at the
direction of the Servicer, shall (i) on each Distribution Date make withdrawals
from the Transition Account for payment to the Successor Servicer in an amount
equal to unpaid Transition Expenses, and (ii) on each Distribution Date (from
and after the Transition Account Funding Date) prior to termination of the
Transition Account, make a deposit into the Transition Account in the amount
specified in, and otherwise in accordance with, subsection 4.03(a)(ix).
(b) Funds on deposit in the Transition Account shall be invested at the
direction of the Servicer by the Indenture Trustee in Eligible Investments.
Funds on deposit in the Transition Account on any Distribution Date, after
giving effect to any withdrawals from the Transition Account on such
Distribution Date, shall be invested in such investments that will mature so
that such funds will be available for withdrawal prior to the following
Distribution Date.
On each Distribution Date, all interest and earnings (net of losses and
investment expenses) accrued since the preceding Distribution Date on funds on
deposit in the Transition Account shall be retained in the Transition Account
(to the extent that the amount on deposit in the Transition Account is less than
the Required Transition Account Amount) and the balance, if any, shall be
deposited into the Collection Account and included in Available Finance Charge
Collections for such Distribution Date. For purposes of determining the
availability of funds or the balance in the Transition Account for any reason
under this Indenture Supplement, except as otherwise provided in the preceding
sentence, investment earnings on such funds shall be deemed not to be available
or on deposit.
(c) In the event that the amount on deposit in the Transition Account on
any Distribution Date, after giving effect to all deposits to and withdrawals
from the Transition Account with respect to such Distribution Date, is greater
than the Required Transition Account Amount, the Indenture Trustee, acting in
accordance with the instructions of the Servicer, shall withdraw from the
Transition Account an amount equal to the excess of the amount on deposit in the
Transition Account over the Required Transition Account Amount, and distribute
such excess to the holders of the Transferor Certificates.
(d) Upon the earliest to occur of (i) the termination of the Trust
pursuant to the Trust Agreement and (ii) the Expected Final Principal Payment
Date, the Indenture Trustee, acting in accordance with the instructions of the
Servicer, after the prior payment of all Transition Expenses owing to the
Indenture Trustee, shall withdraw from the Transition Account all amounts, if
any, on deposit in the Transition Account and distribute any such amounts
remaining to the holders of the Transferor Certificates. The Transition Account
shall thereafter be deemed to have terminated for purposes of this Indenture
Supplement.
32
ARTICLE FIVE
DELIVERY OF SERIES 2001-1 NOTES;
DISTRIBUTIONS; REPORTS TO SERIES 2001-1 NOTEHOLDERS
Section 5.01. Delivery and Payment for the Series 2001-1 Notes. The
Issuer shall execute and issue, and the Indenture Trustee shall authenticate,
the Series 2001-1 Notes in accordance with Section 2.03 of the Indenture. The
Indenture Trustee shall deliver the Series 2001-1 Notes to or upon the order of
the Trust when so authenticated.
Section 5.02. Distributions.
(a) On each Distribution Date, the Paying Agent shall distribute to each
Class A Noteholder of record on the related Record Date (other than as provided
in Section 11.02 of the Indenture) such Class A Noteholder's pro rata share of
the amounts held by the Paying Agent that are allocated and available on such
Distribution Date to pay interest and principal on the Class A Notes pursuant to
this Indenture Supplement.
(b) On each Distribution Date, the Paying Agent shall distribute to each
Class B Noteholder of record on the related Record Date (other than as provided
in Section 11.02 of the Indenture) such Class B Noteholder's pro rata share of
the amounts held by the Paying Agent that are allocated and available on such
Distribution Date to pay interest and principal on the Class B Notes pursuant to
this Indenture Supplement.
(c) On each Distribution Date, the Paying Agent shall distribute to each
Class C Noteholder of record on the related Record Date (other than as provided
in Section 11.02 of the Indenture) such Class C Noteholder's pro rata share of
the amounts held by the Paying Agent that are allocated and available on such
Distribution Date to pay interest and principal on the Class C Notes pursuant to
this Indenture Supplement.
(d) The distributions to be made pursuant to this Section are subject to
the provisions of Sections 2.06, 6.01 and 7.01 of the Transfer and Servicing
Agreement, Section 11.02 of the Indenture and Section 7.01 of this Indenture
Supplement.
(e) Except as provided in Section 11.02 of the Indenture with respect to
a final distribution, distributions to Series 2001-1 Noteholders hereunder shall
be made by (i) check mailed to each Series 2001-1 Noteholder (at such
Noteholder's address as it appears in the Note Register), except that with
respect to any Series 2001-1 Notes registered in the name of the nominee of a
Clearing Agency, such distribution shall be made in immediately available funds
and (ii) without presentation or surrender of any Series 2001-1 Note or the
making of any notation thereon.
Section 5.03. Reports and Statements to Series 2001-1 Noteholders.
(a) On each Distribution Date, the Paying Agent, on behalf of the
Indenture Trustee, shall forward to each Series 2001-1 Noteholder a statement
substantially in the form of Exhibit C prepared by the Servicer.
33
(b) Not later than the determination date preceding each Distribution
Date, the Servicer shall deliver to the Owner Trustee, the Indenture Trustee,
the Paying Agent and each Rating Agency (i) a statement substantially in the
form of Exhibit C prepared by the Servicer and (ii) a certificate of an
Authorized Officer substantially in the form of Exhibit D; provided that the
Servicer may amend the form of Exhibit C and Exhibit D, from time to time, with
the consent of the Indenture Trustee.
(c) A copy of each statement or certificate provided pursuant to Section
5.03(a) or (b) may be obtained by any Series 2001-1 Noteholder by a request in
writing to the Servicer.
(d) On or before January 31 of each calendar year, beginning with
calendar year 2003, the Paying Agent, on behalf of the Indenture Trustee, shall
furnish or cause to be furnished to each Person who at any time during the
preceding calendar year was a Series 2001-1 Noteholder, a statement prepared by
the Servicer containing the information which is required to be contained in the
statement to Series 2001-1 Noteholders, as set forth in Section 5.03(a),
aggregated for such calendar year or the applicable portion thereof during which
such Person was a Series 2001-1 Noteholder, together with other information as
is required to be provided by an issuer of indebtedness under the Code. Such
obligation of the Paying Agent shall be deemed to have been satisfied to the
extent that substantially comparable information shall be provided by the Paying
Agent pursuant to any requirements of the Code as from time to time in effect.
(e) The Paying Agent on behalf of the Indenture Trustee, may make
available, via the Paying Agent's internet website, any statement required to be
forwarded to the Series 2001-1 Noteholders under paragraph (a) of this Section
and the statement required to be forwarded to the Series 2001-1 Noteholders
under paragraph (d) of this Section and, with the consent or at the direction of
the Servicer, such other information regarding the Notes or the Receivables as
the Paying Agent may have in its possession, but only with the ;use of a
password provided by the Paying Agent or its agent to such Person upon receipt
by the Paying Agent and the Indenture Trustee from such Person of a
certification in the form of Exhibit H, provided however, at the Indenture
Trustee or its agent shall provide such password to the parties to this
Agreement without requiring such certification. Neither the Paying Agent nor the
Indenture Trustee will make any representation or warranties as to the accuracy
or completeness of such documents and will assume no responsibility therefor.
The Paying Agent's internet website shall be initially located at
"www.ABSNet.net" or at such other address as shall be specified by the Indenture
Trustee from time to time in writing to the Series 2001-1 Noteholders. In
connection with providing access to the Paying Agent's internet website, the
Indenture Trustee may require registration and the acceptance of a disclaimer,
Neither the Paying Agent nor the Indenture Trustee shall be liable fox the
dissemination of information in accordance with this Agreement.
34
ARTICLE SIX
SERIES 2001-1 PAY OUT EVENTS
Section 6.01. Series 2001-1 Pay Out Events. If any one of the following
events shall occur with respect to the Series 2001-1 Notes:
(a) failure on the part of the Transferor (i) to make any payment
or deposit required to be made by the Transferor by the terms of the
Transfer and Servicing Agreement, the Indenture or this Indenture
Supplement on or before the date occurring five Business Days after the
date such payment or deposit is required to be made therein or herein or
(ii) duly to observe or perform any other covenants or agreements of the
Transferor set forth in the Transfer and Servicing Agreement, the
Indenture or this Indenture Supplement, which failure has a material
adverse effect on the Series 2001-1 Noteholders and which continues
unremedied for a period of 60 days after the date on which written
notice of such failure, requiring the same to be remedied, shall have
been given to the Transferor by the Indenture Trustee, or to the
Transferor and the Indenture Trustee by any Holder of the Series 2001-1
Notes;
(b) any representation or warranty made by the Transferor in the
Transfer and Servicing Agreement, or any information contained in a
computer file or microfiche list required to be delivered by the
Transferor pursuant to Section 2.01 or Section 2.09 of the Transfer and
Servicing Agreement shall prove to have been incorrect in any material
respect when made or when delivered, which continues to be incorrect in
any material respect for a period of 60 days after the date on which
written notice of such failure, requiring the same to be remedied, shall
have been given to the Transferor by the Indenture Trustee, or to the
Transferor and the Indenture Trustee by any Holder of the Series 2001-1
Notes and as a result of which the interests of the Series 2001-1
Noteholders are materially and adversely affected for such period;
provided, however, that a Series 2001-1 Pay Out Event pursuant to this
subsection shall not be deemed to have occurred hereunder if the
Transferor has accepted reassignment of the related Receivable, or all
of such Receivables, if applicable, during such period in accordance
with the provisions of the Transfer and Servicing Agreement;
(c) a failure by the Transferor to convey Receivables in
Supplemental Accounts or Participation Interests to the Trust within
five Business Days after the day on which it is required to convey such
Receivables or Participation Interests pursuant to Section 2.09(a) of
the Transfer and Servicing Agreement;
(d) any Servicer Default shall occur;
(e) the average of the Portfolio Yields for any three consecutive
Monthly Periods is reduced to a rate which is less than the average of
the Base Rates for such period;
(f) the Class A Note Principal Balance shall not be paid in full
on the Expected Final Principal Payment Date or the Class B Note Balance
shall not be paid in full by the November 2006 Distribution Date;
35
(g) an Insolvency Event occurs with respect to Nordstrom, Inc.,
Nordstrom.com, the Transferor (including any additional Transferor), any
Account Owner, the Seller or the Servicer;
(h) the Transferor is unable for any reason to transfer
Receivables to the Trust in accordance with the Transfer and Servicing
Agreement;
(i) the Trust becomes subject to regulation as an "investment
company" within the meaning of the Investment Company Act of 1940; or
(j) without limiting the foregoing, the occurrence of an Event
of Default with respect to Series 2001-1 and acceleration of the
maturity of the Series 2001-1 Notes pursuant to Section 5.03 of the
Indenture;
then, in the case of any event described in subparagraph (a), (b) or (d), after
the applicable grace period, if any, set forth in such subparagraphs, either the
Indenture Trustee or the Holders of Series 2001-1 Notes evidencing more than 50%
of the aggregate unpaid principal amount of Series 2001-1 Notes by notice then
given in writing to the Transferor and the Servicer (and to the Indenture
Trustee if given by the Series 2001-1 Noteholders) may declare that a "Series
Pay Out Event" with respect to Series 2001-1 (a "Series 2001-1 Pay Out Event")
has occurred as of the date of such notice, and, in the case of any event
described in subparagraph (c), (e), (f), (g), (h), (i) or (j), a Series 2001-1
Pay Out Event shall occur without any notice or other action on the part of the
Indenture Trustee or the Series 2001-1 Noteholders immediately upon the
occurrence of such event.
36
ARTICLE SEVEN
REDEMPTION OF SERIES 2001-1 NOTES; FINAL DISTRIBUTIONS; SERIES TERMINATION
Section 7.01. Optional Redemption of Series 2001-1 Notes; Final
Distributions.
(a) On any day occurring on or after the date on which the outstanding
principal balance of the Series 2001-1 Notes is reduced to 10% or less of the
initial Note Principal Balance, the Servicer shall have the option to redeem the
Series 2001-1 Notes if it has determined, in its sole estimation, that the cost
of servicing the related Receivables is unduly burdensome in relation to the
benefit, at a purchase price equal to (i) if such day is a Distribution Date,
the Reassignment Amount for such Distribution Date or (ii) if such day is not a
Distribution Date, the Reassignment Amount for the Distribution Date following
such day.
(b) The Servicer shall give the Indenture Trustee at least 30 days'
prior written notice of the date on which the Servicer intends to exercise such
optional redemption. Not later than 12:00 noon, New York City time, on such day
the Servicer shall deposit into the Collection Account in immediately available
funds the excess of the Reassignment Amount over the amount, if any, on deposit
in the Principal Funding Account. Such redemption option is subject to payment
in full of the Reassignment Amount. Following such deposit into the Collection
Account in accordance with the foregoing, the Invested Amount for Series 2001-1
shall be reduced to zero and the Series 2001-1 Noteholders shall have no further
security interest in the Receivables. The Reassignment Amount shall be
distributed as set forth in Section 7.01(d).
(i) The amount to be paid by the Transferor with respect to
Series 2001-1 in connection with (i) a reassignment of Receivables to
the Transferor pursuant to Section 2.06 of the Transfer and Servicing
Agreement shall equal the Reassignment Amount for the first Distribution
Date following the Monthly Period in which the reassignment obligation
arises under the Transfer and Servicing Agreement and a repurchase of
the Notes pursuant to Section 7.01 of the Transfer and Servicing
Agreement shall equal the Reassignment Amount for the Distribution Date
of such repurchase.
(c) With respect to the Reassignment Amount deposited into the
Collection Account pursuant to Section 7.01, the Indenture Trustee shall, in
accordance with the written direction of the Servicer, not later than 12:00
noon, New York City time, on the related Distribution Date, make deposits or
distributions of the following amounts (in the priority set forth below and, in
each case, after giving effect to any deposits and distributions otherwise to be
made on such date) in immediately available funds: (i) (A) the Class A Note
Principal Balance on such Distribution Date will be distributed to the Paying
Agent for payment to the Class A Noteholders and (B) an amount equal to the sum
of (1) Class A Monthly Interest for such Distribution Date, (2) any Class A
Monthly Interest previously due but not distributed to the Class A Noteholders
on a prior Distribution Date and (3) the amount of Class A Additional Interest,
if any, for such Distribution Date and any Class A Additional Interest
previously due but not distributed to the Class A Noteholders on any prior
Distribution Date, will be distributed to the Paying Agent for payment to the
Class A Noteholders, (ii) (A) the Class B Note Principal Balance on such
Distribution Date will be distributed to the Paying Agent for payment to the
Class B Noteholders
37
and (B) an amount equal to the sum of (1) Class B Monthly Interest for such
Distribution Date, (2) any Class B Monthly Interest previously due but not
distributed to the Class B Noteholders on a prior Distribution Date and (3) the
amount of Class B Additional Interest, if any, for such Distribution Date and
any Class B Additional Interest previously due but not distributed to the Class
B Noteholders on any prior Distribution Date, will be distributed to the Paying
Agent for payment to the Class B Noteholders, (iii) (A) the Class C Note
Principal Balance on such Distribution Date will be distributed to the Paying
Agent for payment to the Class C Noteholders and (B) an amount equal to the sum
of (1) Class C Monthly Interest for such Distribution Date, (2) any Class C
Monthly Interest previously due but not distributed to the Class C Noteholders
on a prior Distribution Date and (3) the amount of Class C Additional Interest,
if any, for such Distribution Date and any Class C Additional Interest
previously due but not distributed to the Class C Noteholders on any prior
Distribution Date, will be distributed to the Paying Agent for payment to the
Class C Noteholders and (iv) any excess shall be released to the Transferor.
(d) Notwithstanding anything to the contrary in this Indenture
Supplement, the Indenture or the Transfer and Servicing Agreement, all amounts
distributed to the Paying Agent pursuant to Section 7.01(c) for payment to the
Series 2001-1 Noteholders shall be deemed distributed in full to the Series
2001-1 Noteholders on the date on which such funds are distributed to the Paying
Agent pursuant to this Section and shall be deemed to be a final distribution
pursuant to Section 11.02 of the Indenture.
Section 7.02. Series Termination. On the Series 2001-1 Final Maturity
Date, the right of the Series 2001-1 Noteholders to receive payments from the
Issuer will be limited solely to the right to receive payments pursuant to
Section 5.05 of the Indenture.
38
ARTICLE EIGHT
MISCELLANEOUS PROVISIONS
Section 8.01. Ratification of Indenture; Amendments. As supplemented by
this Indenture Supplement, the Indenture is in all respects ratified and
confirmed and the Indenture as so supplemented by this Indenture Supplement
shall be read, taken and construed as one and the same instrument. This
Indenture Supplement may be amended only by a Supplemental Indenture entered
into in accordance with the terms of Section 10.01 or 10.02 of the Indenture.
For purpose of the application of Section 10.02 to any amendment of this
Indenture Supplement, the Series 2001-A Noteholders shall be the only
Noteholders whose vote shall be required. Notwithstanding the foregoing, upon
satisfaction of the Rating Agency Condition, the provisions of this Indenture
Supplement may be amended by the parties hereto without consent of Class A
Noteholders if the amendment is to restrict the Transfer of Class B and/or Class
C Notes and such amendment is in the Opinion of Counsel necessary to ensure that
the Trust would not be treated as an association or publicly traded partnership
taxable as a corporation.
Section 8.02. Counterparts. This Indenture Supplement may be executed in
two or more counterparts, and by different parties on separate counterparts,
each of which shall be an original, but all of which shall constitute one and
the same instrument.
Section 8.03. GOVERNING LAW. THIS INDENTURE SUPPLEMENT SHALL BE
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 8.04. Limitation of Liability. Notwithstanding any other
provision herein or elsewhere, this Agreement has been executed and delivered by
Wilmington Trust, not in its individual capacity, but solely in its capacity as
Owner Trustee of the Trust, in no event shall Owner Trustee in its individual
capacity have any liability in respect of the representations, warranties, or
obligations of the Trust hereunder or under any other document, as to all of
which recourse shall be had solely to the assets of the Trust, and for all
purposes of this Agreement and each other document, the Owner Trustee (as such
or in its individual capacity) shall be subject to, and entitled to the benefits
of, the terms and provisions of the Trust Agreement.
39
IN WITNESS WHEREOF, the undersigned have caused this Indenture
Supplement to be duly executed and delivered by their respective duly authorized
officers on the day and year first above written.
NORDSTROM PRIVATE LABEL CREDIT
CARD MASTER NOTE TRUST,
AS ISSUER
BY: WILMINGTON TRUST COMPANY,
NOT IN ITS INDIVIDUAL CAPACITY,
BUT SOLELY AS OWNER TRUSTEE
By: /s/ James P. Lawler
---------------------------------
Name: James P. Lawler
Title: Vice President
WELLS FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION,
AS INDENTURE TRUSTEE
By: /s/ Jennifer C. Davis
---------------------------------
Name: Jennifer C. Davis
Title: Assistant Vice President
40
Acknowledged and Accepted:
NORDSTROM FSB,
as Servicer
By: /s/ Carol S. Powell
-------------------------------
Name: Carol S. Powell
Title: Treasurer
Acknowledged and Accepted:
NORDSTROM PRIVATE LABEL
RECEIVABLES CORPORATION,
as Transferor
By: /s/ Carol S. Powell
-------------------------------
Name: Carol S. Powell
Title: Treasurer
41
EXHIBIT A-1
FORM OF SERIES 2001-1 4.82% ASSET BACKED NOTE, CLASS A
[REGULATION S GLOBAL NOTE]
[RULE 144A GLOBAL NOTE]
THIS CLASS A NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE
SECURITIES OR BLUE SKY LAW. THE HOLDER HEREOF, BY PURCHASING THIS CLASS A NOTE,
AGREES THAT THIS CLASS A NOTE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS
AND ONLY (I)(A) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO
AN INSTITUTIONAL INVESTOR THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A "QIB"), PURCHASING FOR
ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER
HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER
IS BEING MADE IN RELIANCE ON RULE 144A OR (B) IN A TRANSACTION EFFECTED IN
COMPLIANCE WITH REGULATION S OF THE SECURITIES ACT AND (II) IN ACCORDANCE WITH
ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
APPLICABLE JURISDICTIONS.
UNLESS THIS CLASS A NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUST OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CLASS A
NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
NO RESALE OR OTHER TRANSFER OF ANY CLASS A NOTE SHALL BE MADE TO ANY
TRANSFEREE UNLESS: (A) SUCH TRANSFEREE IS NOT, AND WILL NOT ACQUIRE THE CLASS A
NOTE ON BEHALF OR WITH PLAN ASSETS OF, AN "EMPLOYEE BENEFIT PLAN" AS DEFINED IN
SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA"), OR ANY OTHER "PLAN" AS DEFINED IN SECTION 4975(e)(1) OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "INTERNAL REVENUE CODE"), THAT IS SUBJECT
TO ERISA OR SECTION 4975 OF THE INTERNAL REVENUE CODE OR (B) THE ACQUISITION AND
HOLDING OF THE CLASS A NOTE BY SUCH TRANSFEREE
A-1-1
ARE ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER PTCE 84-14, PTCE 90-1,
PTCE 91-38, PTCE 95-60, PTCE 96-23 OR A SIMILAR EXEMPTION. EACH PURCHASER OR
TRANSFEREE OF A CLASS A NOTE, BY ITS ACCEPTANCE OF SUCH CLASS A NOTE, WILL BE
DEEMED TO HAVE MADE THE REPRESENTATION SET FORTH IN CLAUSE (A) OR (B) ABOVE.
THE PRINCIPAL OF THIS CLASS A NOTE IS PAYABLE AS SET FORTH HEREIN.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS CLASS A NOTE AT ANY TIME
MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.
TRANSFERS OF THE CLASS A NOTES MUST GENERALLY BE ACCOMPANIED BY
APPROPRIATE TAX TRANSFER DOCUMENTATION AND ARE SUBJECT TO RESTRICTIONS AS
PROVIDED IN THE INDENTURE.
THE HOLDER, BY ACCEPTANCE OF THIS CLASS A NOTE, SHALL BE DEEMED TO HAVE
AGREED TO TREAT THE CLASS A NOTES AS DEBT SOLELY OF THE TRUST FOR UNITED STATES
FEDERAL, STATE AND LOCAL INCOME, SINGLE BUSINESS AND FRANCHISE TAX PURPOSES."
THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF COVENANTS AND AGREES
THAT IT WILL NOT AT ANY TIME INSTITUTE AGAINST THE ISSUER OR THE TRANSFEROR, OR
JOIN IN INSTITUTING AGAINST THE ISSUER OR THE TRANSFEROR, ANY BANKRUPTCY,
REORGANIZATION, ARRANGEMENT, INSOLVENCY OR LIQUIDATION PROCEEDINGS, OR OTHER
PROCEEDINGS UNDER ANY UNITED STATES FEDERAL OR STATE BANKRUPTCY OR SIMILAR LAW.
No. [Reg. S/R-1] [144A/R-1] [Up to $300,000,000]
[CUSIP NO. 655667 AA 1]
[CUSIP NO. U04192 AA5]
NORDSTROM PRIVATE LABEL CREDIT CARD MASTER NOTE TRUST
SERIES 2001-1 4.82% ASSET BACKED NOTE, CLASS A
Nordstrom Private Label Credit Card Master Note Trust (herein referred
to as the "Issuer" or the "Trust"), a Delaware statutory business trust governed
by a Trust Agreement dated October 1, 2001, for value received, hereby promises
to pay to DTC, or its registered assigns, subject to the following provisions,
the principal sum of THREE HUNDRED MILLION DOLLARS, or such greater or lesser
amount as determined in accordance with the Indenture, on the Series 2001-1
Final Maturity Date (which is the earlier to occur of (a) the Distribution Date
on which the Note Principal Balance is paid in full and (b) the April 2010
Distribution Date), except as otherwise provided below or in the Indenture. The
Issuer will pay interest on the unpaid principal amount of this Note at the
Class A Note Interest Rate on each Distribution Date until the principal amount
of this Note is paid in full. Interest on this Note will accrue for each
Distribution Date from and including the 15th day of the month of the preceding
Distribution
A-1-2
Date (or in the case of the initial Distribution Date, the Closing Date) to but
excluding the 15th day of the month of the current Distribution Date. Interest
will be computed on the basis of a 360-day year consisting of twelve 30-day
months. Principal of this Note shall be paid in the manner specified on the
reverse hereof.
The principal of and interest on this Note are payable in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts.
Reference is made to the further provisions of this Note set forth on
the reverse hereof, which shall have the same effect as though fully set forth
on the face of this Note.
Unless the certificate of authentication hereon has been executed by or
on behalf of the Indenture Trustee, by manual signature, this Note shall not be
entitled to any benefit under the Indenture or the Indenture Supplement referred
to on the reverse hereof, or be valid for any purpose.
A-1-3
IN WITNESS WHEREOF, the Issuer has caused this Class A Note to be duly
executed.
NORDSTROM PRIVATE LABEL 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:
Dated: _________, _____
INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Class A Notes described in the within-mentioned
Indenture.
WELLS FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION,
AS INDENTURE TRUSTEE
By:
-------------------------------
Authorized Signatory
A-1-4
NORDSTROM PRIVATE LABEL CREDIT CARD MASTER NOTE TRUST
SERIES 2001-1 4.82% ASSET BACKED NOTE, CLASS A
Summary of Terms and Conditions
This Class A Note is one of a duly authorized issue of Notes of the
Issuer, designated as Nordstrom Private Label Credit Card Master Note Trust,
Series 2001-1 (the "Series 2001-1 Notes"), issued under a Master Indenture dated
as of October 1, 2001 (the "Master Indenture"), between the Issuer and Wells
Fargo Bank Minnesota, National Association, as indenture trustee (the "Indenture
Trustee"), as supplemented by the Indenture Supplement dated as of October 1,
2001 (the "Indenture Supplement"), and representing the right to receive certain
payments from the Issuer. The term "Indenture," unless the context otherwise
requires, refers to the Master Indenture as supplemented by the Indenture
Supplement. The Notes are subject to all of the terms of the Indenture. All
terms used in this Note that are defined in the Indenture has the meanings
assigned to them in or pursuant to the Indenture. In the event of any conflict
or inconsistency between the Indenture and this Note, the Indenture shall
control.
The Class B Notes and the Class C Notes will also be issued under the
Indenture.
The Noteholder, by its acceptance of this Note, agrees that it will look
solely to the property of the Trust allocated to the payment of this Note for
payment hereunder and that the Indenture Trustee is not liable to the
Noteholders for any amount payable under the Note or the Indenture or, except as
expressly provided in the Indenture, subject to any liability under the
Indenture.
This Note does not purport to summarize the Indenture and reference is
made to the Indenture for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced thereby, and the rights, duties and
immunities of the Indenture Trustee.
The Class A Note Initial Principal Balance is $300,000,000. The Class A
Note Principal Balance on any date of determination will be an amount equal to
(a) the Class A Note Initial Principal Balance, minus (b) the aggregate amount
of principal payments made to the Class A Noteholders on or prior to such date.
The Expected Final Principal Payment Date is the October 2006
Distribution Date, but principal with respect to the Class A Notes may be paid
earlier or later under certain circumstances described in the Indenture. If for
one or more months during the Controlled Accumulation Period there are not
sufficient funds to deposit into the Principal Funding Account the Controlled
Deposit Amount, then to the extent that excess funds are not available on
subsequent Distribution Dates with respect to the Controlled Accumulation Period
to make up for such shortfalls, the final payment of principal of the Notes will
occur later than the Expected Final Principal Payment Date. Payments of
principal of the Notes shall be payable in accordance with the provisions of the
Indenture.
Subject to the terms and conditions of the Indenture, the Transferor
may, from time to time, direct the Owner Trustee, on behalf of the Trust, to
issue one or more new Series of Notes.
On each Distribution Date, the Paying Agent shall distribute to each
Class A Noteholder of record on the related Record Date (except for the final
distribution in respect of this Class A
A-1-5
Note) such Class A Noteholder's pro rata share of the amounts held by the Paying
Agent that are allocated and available on such Distribution Date to pay interest
and principal on the Class A Notes pursuant to the Indenture Supplement. Except
as provided in the Indenture with respect to a final distribution, distributions
to Series 2001-1 Noteholders shall be made by (i) check mailed to each Series
2001-1 Noteholder (at such Noteholder's address as it appears in the Note
Register), except that with respect to any Series 2001-1 Notes registered in the
name of the nominee of a Clearing Agency, such distribution shall be made in
immediately available funds and (ii) without presentation or surrender of any
Series 2001-1 Note or the making of any notation thereon. Final payment of this
Class A Note will be made only upon presentation and surrender of this Class A
Note at the office or agency specified in the notice of final distribution
delivered by the Indenture Trustee to the Series 2001-1 Noteholders in
accordance with the Indenture.
On any day occurring on or after the date on which the outstanding
principal balance of the Series 2001-1 Notes is reduced to 10% or less of the
initial Note Principal Balance, the Servicer shall have the option to redeem the
Series 2001-1 Notes, at a purchase price equal to (i) if such day is a
Distribution Date, the Reassignment Amount for such Distribution Date or (ii) if
such day is not a Distribution Date, the Reassignment Amount for the
Distribution Date following such day.
THIS CLASS A NOTE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST
IN, THE TRANSFEROR, NORDSTROM FSB OR ANY AFFILIATE OF ANY OF THEM AND IS NOT
INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENTAL AGENCY OR INSTRUMENTALITY.
Each Noteholder, by accepting a Note, hereby covenants and agrees that
it will not at any time institute against the Issuer or the Transferor, or join
in instituting against the Issuer or the Transferor, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings, or other
proceedings under any United States federal or state bankruptcy or similar law.
Except as otherwise provided in the Indenture Supplement, the Class A
Notes are issuable only in minimum denominations of $100,000 and integral
multiples of $1,000. The transfer of this Class A Note shall be registered in
the Note Register upon surrender of this Class A Note for registration of
transfer at any office or agency maintained by the Transfer Agent and Registrar
accompanied by a written instrument of transfer, in a form satisfactory to the
Indenture Trustee or the Transfer Agent and Registrar, duly executed by the
Class A Noteholder or such Class A Noteholder's attorney, and duly authorized in
writing with such signature guaranteed, and thereupon one or more new Class A
Notes in any authorized denominations of like aggregate principal amount will be
issued to the designated transferee or transferees.
As provided in the Indenture and subject to certain limitations therein
set forth, Class A Notes are exchangeable for new Class A Notes in any
authorized denominations and of like aggregate principal amount, upon surrender
of such Notes to be exchanged at the office or agency of the Transfer Agent and
Registrar. No service charge may be imposed for any such exchange but the Issuer
or Transfer Agent and Registrar may require payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in connection
therewith.
A-1-6
The Issuer, the Transferor, the Indenture Trustee and any agent of the
Issuer, Transferor or the Indenture Trustee shall treat the person in whose name
this Class A Note is registered as the owner hereof for all purposes, and
neither the Issuer, the Transferor, the Indenture Trustee nor any agent of the
Issuer, Transferor or the Indenture Trustee shall be affected by notice to the
contrary.
THIS CLASS A NOTE SHALL BE 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.
Limitation of Liability. Notwithstanding any other provision herein or
elsewhere, this Agreement has been executed and delivered by Wilmington Trust,
not in its individual capacity, but solely in its capacity as Owner Trustee of
the Trust, in no event shall Owner Trustee in its individual capacity have any
liability in respect of the representations, warranties, or obligations of the
Trust hereunder or under any other document, as to all of which recourse shall
be had solely to the assets of the Trust, and for all purposes of this Agreement
and each other document, the Owner Trustee (as such or in its individual
capacity) shall be subject to, and entitled to the benefits of, the terms and
provisions of the Trust Agreement.
A-1-7
ASSIGNMENT
Social Security or other identifying number of assignee_________________________
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto____________________________________________________________________________
(name and address of assignee)
the within certificate and all rights thereunder, and hereby irrevocably
constitutes and appoints ____________________, attorney, to transfer said
certificate on the books kept for registration thereof, with full power of
substitution in the premises.
Dated: (1)
--------------------- --------------------------------------
Signature Guaranteed:
- ----------------
(1) NOTE: The signature to this assignment must correspond with the name of the
registered owner as it appears on the face of the within Note in every
particular, without alteration, enlargement or any change whatsoever.
A-1-8
SCHEDULE OF EXCHANGES IN GLOBAL SECURITY
The following exchanges of a part of this Global Security have been
made:
Principal Amount Signature of
Amount of Amount of of this Global authorized
Decrease in Increase in Security officer of
Principal Principal following such Trustee or
Date of Amount of this Amount of this decrease (or securities
Exchange Global Security Global Security increase) Custodian
- ----------------------------------------------------------------------------------------------
A-1-9
EXHIBIT A-2
FORM OF SERIES 2001-1 5.32% ASSET BACKED NOTE, CLASS B
NO CLASS B NOTE MAY BE SOLD, TRANSFERRED, ASSIGNED OR CONVEYED (EACH A
"TRANSFER") UNLESS THE INDENTURE TRUSTEE AND THE TRANSFEROR ARE PROVIDED WITH AN
OPINION OF COUNSEL THAT SUCH TRANSFER WILL NOT CAUSE THE TRUST TO BE TREATED AS
AN ASSOCIATION OR PUBLICLY TRADED PARTNERSHIP TAXABLE AS A CORPORATION FOR
FEDERAL INCOME TAX PURPOSES.
THIS CLASS B NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE
SECURITIES OR BLUE SKY LAW. THE HOLDER HEREOF, BY PURCHASING THIS CLASS B NOTE,
AGREES THAT THIS CLASS B NOTE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS
AND ONLY (I)(A) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO
AN INSTITUTIONAL INVESTOR THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A "QIB"), PURCHASING FOR
ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER
HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER
IS BEING MADE IN RELIANCE ON RULE 144A OR (B) IN A TRANSACTION EFFECTED IN
COMPLIANCE WITH REGULATION S OF THE SECURITIES ACT AND (II) IN ACCORDANCE WITH
ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
APPLICABLE JURISDICTIONS.
UNLESS THIS CLASS B NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUST OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CLASS B
NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS CLASS B NOTE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY
"EMPLOYEE BENEFIT PLAN" WITHIN THE MEANING OF SECTION 3(3) OF ERISA (WHETHER OR
NOT SUBJECT TO ERISA, AND INCLUDING, WITHOUT LIMITATION, FOREIGN OR GOVERNMENT
PLANS) OR ANY "PLAN" DESCRIBED IN SECTION 4975(E)(1) OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE "INTERNAL REVENUE CODE"), OR ANY ENTITY WHOSE
UNDERLYING
A-2-1
ASSETS INCLUDE "PLAN ASSETS" OF ANY OF THE FOREGOING BY REASON OF A PLAN'S
INVESTMENT IN SUCH ENTITY.
THE PRINCIPAL OF THIS CLASS B NOTE IS PAYABLE AS SET FORTH HEREIN.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS CLASS B NOTE AT ANY TIME
MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.
TRANSFERS OF THE CLASS B NOTES MUST GENERALLY BE ACCOMPANIED BY
APPROPRIATE TAX TRANSFER DOCUMENTATION AND ARE SUBJECT TO RESTRICTIONS AS
PROVIDED IN THE INDENTURE.
THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF COVENANTS AND AGREES
THAT IT WILL NOT AT ANY TIME INSTITUTE AGAINST THE ISSUER OR THE TRANSFEROR, OR
JOIN IN INSTITUTING AGAINST THE ISSUER OR THE TRANSFEROR, ANY BANKRUPTCY,
REORGANIZATION, ARRANGEMENT, INSOLVENCY OR LIQUIDATION PROCEEDINGS, OR OTHER
PROCEEDINGS UNDER ANY UNITED STATES FEDERAL OR STATE BANKRUPTCY OR SIMILAR LAW.
$31,482,000
No. B-1
NORDSTROM PRIVATE LABEL CREDIT CARD MASTER NOTE TRUST
SERIES 2001-1 5.32% ASSET BACKED NOTE, CLASS B
Nordstrom Private Label Credit Card Master Note Trust (herein referred
to as the "Issuer" or the "Trust"), a Delaware statutory business trust governed
by a Trust Agreement dated as of October 1, 2001, for value received, hereby
promises to pay to Nordstrom Private Label Receivables LLC, or registered
assigns, subject to the following provisions, the principal sum of THIRTY ONE
MILLION FOUR HUNDRED EIGHTY TWO THOUSAND DOLLARS, or such greater or lesser
amount as determined in accordance with the Indenture, on the Series 2001-1
Final Maturity Date (which is the earlier to occur of (a) the Distribution Date
on which the Note Principal Balance is paid in full and (b) the April 2010
Distribution Date), except as otherwise provided below or in the Indenture. The
Issuer will pay interest on the unpaid principal amount of this Note at the
Class B Note Interest Rate on each Distribution Date until the principal amount
of this Note is paid in full. Interest on this Note will accrue for each
Distribution Date from and including the 15th of month of the preceding
Distribution Date (or in the case of the case of the initial Distribution Date
the Closing Date) to but excluding the 15th of the month of the current
Distribution Date or, for the initial Distribution Date, from and including the
Closing Date to but excluding such Distribution Date. Interest will be computed
on the basis of a 360-day year consisting of twelve 30-day months. Principal of
this Note shall be paid in the manner specified on the reverse hereof.
The principal of and interest on this Note are payable in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts.
A-2-2
Reference is made to the further provisions of this Note set forth on
the reverse hereof, which shall have the same effect as though fully set forth
on the face of this Note.
Unless the certificate of authentication hereon has been executed by or
on behalf of the Indenture Trustee, by manual signature, this Note shall not be
entitled to any benefit under the Indenture or the Indenture Supplement referred
to on the reverse hereof, or be valid for any purpose.
THIS CLASS B NOTE IS SUBORDINATED TO THE EXTENT NECESSARY TO FUND
PAYMENTS ON THE CLASS A NOTES TO THE EXTENT SPECIFIED IN THE INDENTURE
SUPPLEMENT.
A-2-3
IN WITNESS WHEREOF, the Issuer has caused this Class B Note to be duly
executed.
NORDSTROM PRIVATE LABEL 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:
Dated: _________, _____
A-2-4
INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Class B Notes described in the within-mentioned
Indenture.
WELLS FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION
AS INDENTURE TRUSTEE
By:
-------------------------------
Authorized Signatory
A-2-5
NORDSTROM PRIVATE LABEL CREDIT CARD MASTER NOTE TRUST
SERIES 2001-1 5.32% ASSET BACKED NOTE, CLASS B
Summary of Terms and Conditions
This Class B Note is one of a duly authorized issue of Notes of the
Issuer, designated as Nordstrom Private Label Credit Card Master Note Trust,
Series 2001-1 (the "Series 2001-1 Notes"), issued under a Master Indenture dated
as of October 1, 2001 (the "Master Indenture"), between the Issuer and Wells
Fargo Bank Minnesota, National Association, as indenture trustee (the "Indenture
Trustee"), as supplemented by the Indenture Supplement dated as of October 1,
2001 (the "Indenture Supplement"), and representing the right to receive certain
payments from the Issuer. The term "Indenture," unless the context otherwise
requires, refers to the Master Indenture as supplemented by the Indenture
Supplement. The Notes are subject to all of the terms of the Indenture. All
terms used in this Note that are defined in the Indenture has the meanings
assigned to them in or pursuant to the Indenture. In the event of any conflict
or inconsistency between the Indenture and this Note, the Indenture shall
control.
The Class A Notes and the Class C Notes will also be issued under the
Indenture.
The Noteholder, by its acceptance of this Note, agrees that it will look
solely to the property of the Trust allocated to the payment of this Note for
payment hereunder and that the Indenture Trustee is not liable to the
Noteholders for any amount payable under the Note or the Indenture or, except as
expressly provided in the Indenture, subject to any liability under the
Indenture.
This Note does not purport to summarize the Indenture and reference is
made to the Indenture for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced thereby, and the rights, duties and
immunities of the Indenture Trustee.
The Class B Note Initial Principal Balance is $31,482,000. The Class B
Note Principal Balance on any date of determination will be an amount equal to
(a) the Class B Note Initial Principal Balance, minus (b) the aggregate amount
of principal payments made to the Class B Noteholders on or prior to such date.
The Class B Expected Final Principal Payment Date is the November 2006
Distribution Date, but principal with respect to the Class B Notes may be paid
earlier or later under certain circumstances described in the Indenture.
Subject to the terms and conditions of the Indenture, the Transferor
may, from time to time, direct the Owner Trustee, on behalf of the Trust, to
issue one or more new Series of Notes.
On each Distribution Date, the Paying Agent shall distribute to each
Class B Noteholder of record on the related Record Date (except for the final
distribution in respect of this Class B Note) such Class B Noteholder's pro rata
share of the amounts held by the Paying Agent that are allocated and available
on such Distribution Date to pay interest and principal on the Class B Notes
pursuant to the Indenture Supplement. Except as provided in the Indenture with
respect to a final distribution, distributions to Series 2001-1 Noteholders
shall be made by (i) check mailed
A-2-6
to each Series 2001-1 Noteholder (at such Noteholder's address as it appears in
the Note Register), except that with respect to any Series 2001-1 Notes
registered in the name of the nominee of a Clearing Agency, such distribution
shall be made in immediately available funds and (ii) without presentation or
surrender of any Series 2001-1 Note or the making of any notation thereon. Final
payment of this Class B Note will be made only upon presentation and surrender
of this Class B Note at the office or agency specified in the notice of final
distribution delivered by the Indenture Trustee to the Series 2001-1 Noteholders
in accordance with the Indenture.
On any day occurring on or after the date on which the outstanding
principal balance of the Series 2001-1 Notes is reduced to 10% or less of the
initial Note Principal Balance, the Servicer shall have the option to redeem the
Series 2001-1 Notes, at a purchase price equal to (i) if such day is a
Distribution Date, the Reassignment Amount for such Distribution Date or (ii) if
such day is not a Distribution Date, the Reassignment Amount for the
Distribution Date following such day.
THIS CLASS B NOTE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST
IN, THE TRANSFEROR, NORDSTROM FSB OR ANY AFFILIATE OF ANY OF THEM AND IS NOT
INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENTAL AGENCY OR INSTRUMENTALITY.
Each Noteholder, by accepting a Note, hereby covenants and agrees that
it will not at any time institute against the Issuer or the Transferor, or join
in instituting against the Issuer or the Transferor, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings, or other
proceedings under any United States federal or state bankruptcy or similar law.
Except as otherwise provided in the Indenture Supplement, the Class B
Notes are issuable only in minimum denominations of $100,000 and integral
multiples of $1,000. The transfer of this Class B Note shall be registered in
the Note Register upon surrender of this Class B Note for registration of
transfer at any office or agency maintained by the Transfer Agent and Registrar
accompanied by a written instrument of transfer, in a form satisfactory to the
Indenture Trustee or the Transfer Agent and Registrar, duly executed by the
Class B Noteholder or such Class B Noteholder's attorney, and duly authorized in
writing with such signature guaranteed, and thereupon one or more new Class B
Notes in any authorized denominations of like aggregate principal amount will be
issued to the designated transferee or transferees.
As provided in the Indenture and subject to certain limitations therein
set forth, Class B Notes are exchangeable for new Class B Notes in any
authorized denominations and of like aggregate principal amount, upon surrender
of such Notes to be exchanged at the office or agency of the Transfer Agent and
Registrar. No service charge may be imposed for any such exchange but the Issuer
or Transfer Agent and Registrar may require payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in connection
therewith.
The Issuer, the Transferor, the Indenture Trustee and any agent of the
Issuer, the Transferor or the Indenture Trustee shall treat the person in whose
name this Class B Note is registered as the owner hereof for all purposes, and
neither the Issuer, the Transferor, the
A-2-7
Indenture Trustee nor any agent of the Issuer, the Transferor or the Indenture
Trustee shall be affected by notice to the contrary.
THIS CLASS B NOTE SHALL BE 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.
Limitation of Liability. Notwithstanding any other provision herein or
elsewhere, this Agreement has been executed and delivered by Wilmington Trust,
not in its individual capacity, but solely in its capacity as Owner Trustee of
the Trust, in no event shall Owner Trustee in its individual capacity have any
liability in respect of the representations, warranties, or obligations of the
Trust hereunder or under any other document, as to all of which recourse shall
be had solely to the assets of the Trust, and for all purposes of this Agreement
and each other document, the Owner Trustee (as such or in its individual
capacity) shall be subject to, and entitled to the benefits of, the terms and
provisions of the Trust Agreement.
A-2-8
ASSIGNMENT
Social Security or other identifying number of assignee_________________________
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto____________________________________________________________________________
(name and address of assignee)
the within certificate and all rights thereunder, and hereby irrevocably
constitutes and appoints ____________________, attorney, to transfer said
certificate on the books kept for registration thereof, with full power of
substitution in the premises.
Dated: 2
--------------------- ------------------------------------
Signature Guaranteed:
- ---------------
2 NOTE: The signature to this assignment must correspond with the name of the
registered owner as it appears on the face of the within Note in every
particular, without alteration, enlargement or any change whatsoever.
A-2-9
EXHIBIT A-3
FORM OF SERIES 2001-1 0.00% ASSET BACKED NOTE, CLASS C
NO CLASS C NOTE MAY BE SOLD, TRANSFERRED, ASSIGNED OR CONVEYED (EACH A
"TRANSFER") UNLESS THE INDENTURE TRUSTEE AND THE TRANSFEROR ARE PROVIDED WITH AN
OPINION OF COUNSEL THAT SUCH TRANSFER WILL NOT CAUSE THE TRUST TO BE TREATED AS
AN ASSOCIATION OR PUBLICLY TRADED PARTNERSHIP TAXABLE AS A CORPORATION FOR
FEDERAL INCOME TAX PURPOSES.
THIS CLASS C NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE
SECURITIES OR BLUE SKY LAW. THE HOLDER HEREOF, BY PURCHASING THIS CLASS C NOTE,
AGREES THAT THIS CLASS C NOTE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS
AND ONLY (I)(A) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO
AN INSTITUTIONAL INVESTOR THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A "QIB"), PURCHASING FOR
ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER
HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER
IS BEING MADE IN RELIANCE ON RULE 144A OR (B) IN A TRANSACTION EFFECTED IN
COMPLIANCE WITH REGULATION S OF THE SECURITIES ACT AND (II) IN ACCORDANCE WITH
ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
APPLICABLE JURISDICTIONS.
UNLESS THIS CLASS C NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUST OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CLASS C
NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS CLASS C NOTE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY
"EMPLOYEE BENEFIT PLAN" WITHIN THE MEANING OF SECTION 3(3) OF ERISA (WHETHER OR
NOT SUBJECT TO ERISA, AND INCLUDING, WITHOUT LIMITATION, FOREIGN OR GOVERNMENT
PLANS) OR ANY "PLAN" DESCRIBED IN SECTION 4975(E)(1) OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED
A-3-1
(THE "INTERNAL REVENUE CODE"), OR ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE
"PLAN ASSETS" OF ANY OF THE FOREGOING BY REASON OF A PLAN'S INVESTMENT IN SUCH
ENTITY.
THE PRINCIPAL OF THIS CLASS C NOTE IS PAYABLE AS SET FORTH HEREIN.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS CLASS C NOTE AT ANY TIME
MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.
TRANSFERS OF THE CLASS C NOTES MUST GENERALLY BE ACCOMPANIED BY
APPROPRIATE TAX TRANSFER DOCUMENTATION AND ARE SUBJECT TO RESTRICTIONS AS
PROVIDED IN THE INDENTURE.
THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF COVENANTS AND AGREES
THAT IT WILL NOT AT ANY TIME INSTITUTE AGAINST THE ISSUER OR THE TRANSFEROR, OR
JOIN IN INSTITUTING AGAINST THE ISSUER OR THE TRANSFEROR, ANY BANKRUPTCY,
REORGANIZATION, ARRANGEMENT, INSOLVENCY OR LIQUIDATION PROCEEDINGS, OR OTHER
PROCEEDINGS UNDER ANY UNITED STATES FEDERAL OR STATE BANKRUPTCY OR SIMILAR LAW.
$38,889,000
No. C-1
NORDSTROM PRIVATE LABEL CREDIT CARD MASTER NOTE TRUST
SERIES 2001-1 0.00% ASSET BACKED NOTE, CLASS C
Nordstrom Private Label Credit Card Master Note Trust (herein referred
to as the "Issuer" or the "Trust"), a Delaware statutory business trust governed
by a Trust Agreement dated as of October 1, 2001, for value received, hereby
promises to pay to Nordstrom Private Label Receivables LLC, or registered
assigns, subject to the following provisions, the principal sum of THIRTY EIGHT
MILLION EIGHT HUNDRED EIGHTY NINE THOUSAND DOLLARS, or such greater or lesser
amount as determined in accordance with the Indenture, on the Series 2001-1
Final Maturity Date (which is the earlier to occur of (a) the Distribution Date
on which the Note Principal Balance is paid in full and (b) the April 2010
Distribution Date), except as otherwise provided below or in the Indenture. The
Issuer will pay interest on the unpaid principal amount of this Note at the
Class C Note Interest Rate on each Distribution Date until the principal amount
of this Note is paid in full. Interest on this Note will accrue for each
Distribution Date from and including the most recent Distribution Date on which
interest has been paid to but excluding such Distribution Date or, for the
initial Distribution Date, from and including the Closing Date to but excluding
such Distribution Date. Interest will be computed on the basis of a 360-day year
consisting of twelve 30-day months. Principal of this Note shall be paid in the
manner specified on the reverse hereof.
The principal of and interest on this Note are payable in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts.
A-3-2
Reference is made to the further provisions of this Note set forth on
the reverse hereof, which shall have the same effect as though fully set forth
on the face of this Note.
Unless the certificate of authentication hereon has been executed by or
on behalf of the Indenture Trustee, by manual signature, this Note shall not be
entitled to any benefit under the Indenture or the Indenture Supplement referred
to on the reverse hereof, or be valid for any purpose.
THIS CLASS C NOTE IS SUBORDINATED TO THE EXTENT NECESSARY TO FUND
PAYMENTS ON THE CLASS A AND CLASS B NOTES TO THE EXTENT SPECIFIED IN THE
INDENTURE SUPPLEMENT.
A-3-3
IN WITNESS WHEREOF, the Issuer has caused this Class C Note to be duly
executed.
NORDSTROM PRIVATE LABEL 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:
Dated: _________, _____
A-3-4
INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Class C Notes described in the within-mentioned
Indenture.
WELLS FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION,
AS INDENTURE TRUSTEE
BY: WILMINGTON TRUST COMPANY,
NOT IN ITS INDIVIDUAL CAPACITY
BUT SOLELY AS OWNER TRUSTEE
UNDER THE TRUST AGREEMENT
By:
---------------------------------
Authorized Signatory
A-3-5
NORDSTROM PRIVATE LABEL CREDIT CARD MASTER NOTE TRUST
SERIES 2001-1 0.00% ASSET BACKED NOTE, CLASS C
Summary of Terms and Conditions
This Class C Note is one of a duly authorized issue of Notes of the
Issuer, designated as Nordstrom Private Label Credit Card Master Note Trust,
Series 2001-1 (the "Series 2001-1 Notes"), issued under a Master Indenture dated
as of October 1, 2001 (the "Master Indenture"), between the Issuer and Wells
Fargo Bank Minnesota, National Association, as indenture trustee (the "Indenture
Trustee"), as supplemented by the Indenture Supplement dated as of October 1,
2001 (the "Indenture Supplement"), and representing the right to receive certain
payments from the Issuer. The term "Indenture," unless the context otherwise
requires, refers to the Master Indenture as supplemented by the Indenture
Supplement. The Notes are subject to all of the terms of the Indenture. All
terms used in this Note that are defined in the Indenture has the meanings
assigned to them in or pursuant to the Indenture. In the event of any conflict
or inconsistency between the Indenture and this Note, the Indenture shall
control.
The Class A Notes and the Class B Notes will also be issued under the
Indenture.
The Noteholder, by its acceptance of this Note, agrees that it will look
solely to the property of the Trust allocated to the payment of this Note for
payment hereunder and that the Indenture Trustee is not liable to the
Noteholders for any amount payable under the Note or the Indenture or, except as
expressly provided in the Indenture, subject to any liability under the
Indenture.
This Note does not purport to summarize the Indenture and reference is
made to the Indenture for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced thereby, and the rights, duties and
immunities of the Indenture Trustee.
The Class C Note Initial Principal Balance is $38,882,000. The Class C
Note Principal Balance on any date of determination will be an amount equal to
(a) the Class C Note Initial Principal Balance, minus (b) the aggregate amount
of principal payments made to the Class C Noteholders on or prior to such date.
Subject to the terms and conditions of the Indenture, the Transferor
may, from time to time, direct the Owner Trustee, on behalf of the Trust, to
issue one or more new Series of Notes.
On each Distribution Date, the Paying Agent shall distribute to each
Class C Noteholder of record on the related Record Date (except for the final
distribution in respect of this Class C Note) such Class C Noteholder's pro rata
share of the amounts held by the Paying Agent that are allocated and available
on such Distribution Date to pay interest and principal on the Class C Notes
pursuant to the Indenture Supplement. Except as provided in the Indenture with
respect to a final distribution, distributions to Series 2001-1 Noteholders
shall be made by (i) check mailed to each Series 2001-1 Noteholder (at such
Noteholder's address as it appears in the Note Register), except that with
respect to any Series 2001-1 Notes registered in the name of the nominee of a
Clearing Agency, such distribution shall be made in immediately available funds
A-3-6
and (ii) without presentation or surrender of any Series 2001-1 Note or the
making of any notation thereon. Final payment of this Class C Note will be made
only upon presentation and surrender of this Class C Note at the office or
agency specified in the notice of final distribution delivered by the Indenture
Trustee to the Series 2001-1 Noteholders in accordance with the Indenture.
On any day occurring on or after the date on which the outstanding
principal balance of the Series 2001-1 Notes is reduced to 10% or less of the
initial Note Principal Balance, the Servicer shall have the option to redeem the
Series 2001-1 Notes, at a purchase price equal to (i) if such day is a
Distribution Date, the Reassignment Amount for such Distribution Date or (ii) if
such day is not a Distribution Date, the Reassignment Amount for the
Distribution Date following such day.
THIS CLASS C NOTE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST
IN, THE TRANSFEROR, NORDSTROM FSB OR ANY AFFILIATE OF ANY OF THEM AND IS NOT
INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENTAL AGENCY OR INSTRUMENTALITY.
Each Noteholder, by accepting a Note, hereby covenants and agrees that
it will not at any time institute against the Issuer or the Transferor, or join
in instituting against the Issuer or the Transferor, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings, or other
proceedings under any United States federal or state bankruptcy or similar law.
Except as otherwise provided in the Indenture Supplement, the Class C
Notes are issuable only in minimum denominations of $100,000 and integral
multiples of $1,000. The transfer of this Class C Note shall be registered in
the Note Register upon surrender of this Class C Note for registration of
transfer at any office or agency maintained by the Transfer Agent and Registrar
accompanied by a written instrument of transfer, in a form satisfactory to the
Indenture Trustee or the Transfer Agent and Registrar, duly executed by the
Class C Noteholder or such Class C Noteholder's attorney, and duly authorized in
writing with such signature guaranteed, and thereupon one or more new Class C
Notes in any authorized denominations of like aggregate principal amount will be
issued to the designated transferee or transferees.
As provided in the Indenture and subject to certain limitations therein
set forth, Class C Notes are exchangeable for new Class C Notes in any
authorized denominations and of like aggregate principal amount, upon surrender
of such Notes to be exchanged at the office or agency of the Transfer Agent and
Registrar. No service charge may be imposed for any such exchange but the Issuer
or Transfer Agent and Registrar may require payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in connection
therewith.
The Issuer, the Transferor, the Indenture Trustee and any agent of the
Issuer, the Transferor or the Indenture Trustee shall treat the person in whose
name this Class C Note is registered as the owner hereof for all purposes, and
neither the Issuer, the Transferor, the Indenture Trustee nor any agent of the
Issuer, the Transferor or the Indenture Trustee shall be affected by notice to
the contrary.
A-3-7
THIS CLASS C NOTE SHALL BE 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.
Limitation of Liability. Notwithstanding any other provision herein or
elsewhere, this Agreement has been executed and delivered by Wilmington Trust,
not in its individual capacity, but solely in its capacity as Owner Trustee of
the Trust, in no event shall Owner Trustee in its individual capacity have any
liability in respect of the representations, warranties, or obligations of the
Trust hereunder or under any other document, as to all of which recourse shall
be had solely to the assets of the Trust, and for all purposes of this Agreement
and each other document, the Owner Trustee (as such or in its individual
capacity) shall be subject to, and entitled to the benefits of, the terms and
provisions of the Trust Agreement.
A-3-8
ASSIGNMENT
Social Security or other identifying number of assignee_________________________
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto____________________________________________________________________________
(name and address of assignee)
the within certificate and all rights thereunder, and hereby irrevocably
constitutes and appoints ____________________, attorney, to transfer said
certificate on the books kept for registration thereof, with full power of
substitution in the premises.
Dated: 3
--------------------- ------------------------------------
Signature Guaranteed:
- -------------
3 NOTE: The signature to this assignment must correspond with the name of the
registered owner as it appears on the face of the within Note in every
particular, without alteration, enlargement or any change whatsoever.
A-3-9
EXHIBIT B
FORM OF MONTHLY PAYMENT INSTRUCTIONS AND
NOTIFICATION TO THE INDENTURE TRUSTEE
NORDSTROM PRIVATE LABEL CREDIT CARD MASTER NOTE TRUST
SERIES 2001-1
The undersigned, a duly authorized representative of Nordstrom fsb, as
Servicer (the "Servicer") pursuant to the Transfer and Servicing Agreement,
dated as of October 1, 2001 (as amended and supplemented, the "Transfer and
Servicing Agreement"), among the Servicer, Nordstrom Private Label Receivables
Corporation, as Transferor, and Nordstrom Private Label Credit Card Master Note
Trust (the "Trust"), does hereby certify as follows:
1 Capitalized terms used in this Certificate have their respective
meanings set forth in the Transfer and Servicing Agreement or the Master
Indenture, dated as of October 1, 2001 (the "Master Indenture"), between the
Trust and Wells Fargo Bank Minnesota, National Association, as indenture trustee
(the "Indenture Trustee") as supplemented by the Series 2001-1 Indenture
Supplement, dated as of October 1, 2001, between the Trust and the Indenture
Trustee (as amended and supplemented, the "Indenture Supplement"), as
applicable.
2 Nordstrom fsb is the Servicer.
3 The undersigned is an Authorized Officer of the Servicer.
I. Instruction to Make a Withdrawal
Pursuant to Section 4.03(a) of the Indenture Supplement, the Servicer
does hereby instruct the Indenture Trustee (i) to make withdrawals from the
Collection Account on ___________, ____, which date is a Distribution Date under
the Indenture Supplement, in the aggregate amounts (equal to the Available
Finance Charge Collections) as set forth below in respect of the following
amounts and (ii) to apply the proceeds of such withdrawals in accordance with
Sections 3.01(a) and 4.03(a):
(A) Pursuant to Section 4.03(a)(i):
(1) The Monthly Servicing Fee for such Distribution $__________
Date
(2) Accrued and unpaid Monthly Servicing Fees........ $__________
(B) Pursuant to Section 4.03(a)(ii):
(1) Interest at the Class A Note Interest Rate for
the related Interest Period on the outstanding
principal balance of the Class A Notes........... $__________
B-1
(2) Class A Monthly Interest previously due but not
paid............................................. $__________
(3) Class A Additional Interest and any Class A
Additional Interest previously due but not paid.. $__________
(C) Pursuant to Section 4.03(a)(iii):
(1) Interest at the Class B Note Interest Rate for
the related Interest Period on the outstanding
principal balance of the Class B Notes........... $__________
(2) Class B Monthly Interest previously due but not
paid............................................. $__________
(3) Class B Additional Interest and any Class B
Additional Interest previously due but not paid.. $__________
(D) Pursuant to Section 4.03(a)(iv):
(1) Interest at the Class C Note Interest Rate for
the related Interest Period on the outstanding
principal balance of the Class C Notes........... $__________
(2) Class C Monthly Interest previously due but not
paid............................................. $__________
(3) Class C Additional Interest and any Class C
Additional Interest previously due but not paid.. $__________
(E) Pursuant to Section 4.03(a)(v):
(1) Investor Default Amount and Investor Uncovered
Dilution Amount for such Distribution Date to be
treated as Available Principal Collections....... $__________
(F) Pursuant to Section 4.03(a)(vi):
(1) Aggregate amount of Investor Charge-Offs and
Reallocated Principal Collections not previously
reimbursed to be treated as Available Principal
Collections...................................... $__________
(G) Pursuant to Section 4.03(a)(viii):
(1) An amount equal to the amount to be deposited in
the Reserve Account.............................. $__________
B-2
Pursuant to Sections 4.03(b), (c) and (d), the Servicer hereby instructs
the Indenture Trustee (i) to make withdrawals from the Collection Account on
____________, which date is a Distribution Date under the Indenture Supplement,
in the aggregate amounts (equal to the Available Principal Collections) as set
forth below in respect of the following amounts and (ii) to apply the proceeds
of such withdrawals in accordance with Sections 4.03(b), (c) and (d):
(A) Pursuant to Section 4.03(b):
(1) During the Revolving Period, amount equal to
Available Principal Collections to be treated as
Shared Principal Collections..................... $__________
(B) Pursuant to Section 4.03(c):
(1) During Controlled Accumulation Period, Monthly
Principal for such Distribution Date deposited
into the Principal Funding Account............... $__________
(C) Pursuant to Section 4.03(d)(i):
(1) During Early Amortization Period, Monthly
Principal for such Distribution Date to Class A
Notes until Class A Notes paid in full........... $__________
(D) Pursuant to Section 4.03(d)(ii):
(1) After giving effect to clause (C) above, during
Early Amortization Period, if any remaining
Monthly Principal, to Class B Notes until Class B
Notes paid in full............................... $__________
(E) Pursuant to Section 4.03(d)(iii):
(1) After giving effect to clauses (C) and (D) above,
during Early Amortization Period, if any
remaining Monthly Principal, to Class C Notes
until Class C Notes paid in full................. $__________
(F) Pursuant to Section 4.03(d)(iv):
(1) Amount, if any, remaining after giving effect to
clauses (C), (D) and (E) above, to be treated as
Shared Principal Collections..................... $__________
Pursuant to Section 4.05, the Servicer does hereby instruct the
Indenture Trustee to apply on __________, which is a Distribution Date under the
Indenture Supplement, any Reallocated Principal Collections for such
Distribution Date in amount equal to $__________.
B-3
INSTRUCTION TO MAKE CERTAIN PAYMENTS
Pursuant to Section 5.02, the Servicer does hereby instruct the
Indenture Trustee or the Paying Agent, as the case may be, to pay in accordance
with Section 5.02 from the Collection Account or the Principal Funding Account,
as applicable, on __________, which date is a Distribution Date under the
Indenture Supplement, the following amounts as set forth below:
(A) Pursuant to Section 5.02(a):
Interest to be distributed to Class A Noteholders $__________
(B) Pursuant to Section 5.02(a):
Principal to be distributed to Class A Noteholders $__________
(C) Pursuant to Section 5.02(b):
Interest to be distributed to Class B Noteholders $__________
(D) Pursuant to Section 5.02(b):
Principal to be distributed to Class B Noteholders $__________
(E) Pursuant to Section 5.02(c):
Interest to be distributed to Class C Noteholders $__________
(F) Pursuant to Section 5.02(c):
Principal to be distributed to Class C Noteholders $__________
B-4
IN WITNESS WHEREOF, the undersigned has duly executed this Certificate
this ____ day of _________,____.
NORDSTROM FSB
By:
-------------------------------
Name:
Title:
B-5
EXHIBIT C
FORM OF MONTHLY STATEMENT
NORDSTROM PRIVATE LABEL CREDIT CARD MASTER NOTE TRUST
SERIES 2001-1
Pursuant to the Master Indenture, dated as of October 1, 2001 (as
amended and supplemented, the "Master Indenture"), between Nordstrom Private
Label Credit Card Master Note Trust (the "Trust") and [Indenture Trustee], as
indenture trustee (the "Indenture Trustee"), as supplemented by the Series
2001-1 Indenture Supplement, dated as of October 1, 2001 (the "Indenture
Supplement"), between the Trust and the Indenture Trustee, Nordstrom fsb, as
Servicer (the "Servicer") under the Transfer and Servicing Agreement, dated as
of October 1, 2001 (the "Transfer and Servicing Agreement"), among Nordstrom
Private Label Receivables Corporation, as Transferor, the Servicer and the
Trust, is required to prepare certain information each month regarding current
distributions to the Series 2001-1 Noteholders and the performance of the Trust
during the previous month. The information which is required to be prepared with
respect to the Distribution Date of __________, and with respect to the
performance of the Trust during the month of __________ is set forth below.
Capitalized terms used in this Monthly Statement have their respective meanings
set forth in the Master Indenture and the Indenture Supplement.
(A) Information regarding distributions in respect of the
Class A Notes
(1) The total amount of the distribution in respect
of Class A Notes................................. $__________
(2) The amount of the distribution set forth in
paragraph 1 above in respect of interest on the
Class A Notes.................................... $__________
(3) The amount of the distribution set forth in
paragraph 1 above in respect of principal of the
Class A Notes.................................... $__________
(B) Information regarding distributions in respect of the
Class B Notes
(1) The total amount of the distribution in respect
of Class B Notes................................. $__________
(2) The amount of the distribution set forth in
paragraph 1 above in respect of interest on the
Class B Notes.................................... $__________
(3) The amount of the distribution set forth in $__________
C-1
paragraph 1 above in respect of principal of the Class B
Notes............................................
(C) Information regarding distributions in respect of the
Class C Notes
(1) The total amount of the distribution in respect
of Class C Notes................................. $__________
(2) The amount of the distribution set forth in
paragraph 1 above in respect of interest on the
Class C Notes.................................... $__________
(3) The amount of the distribution set forth in
paragraph 1 above in respect of principal of the
Class C Notes.................................... $__________
Receivables --
Beginning of the Month Principal Receivables: $_________
Beginning of the Month Finance Charge Receivables: $_________
Beginning of the Month Total Receivables: $_________
Removed Principal Receivables: $_________
Removed Finance Charge Receivables: $_________
Removed Total Receivables: $_________
Additional Principal Receivables: $_________
Additional Finance Charge Receivables: $_________
Additional Total Receivables: $_________
Discounted Receivables Generated this Period: $_________
Net Recoveries for month of _________, 200_
End of the Month Principal Receivables: $_________
End of the Month Finance Charge Receivables: $_________
End of the Month Total Receivables: $_________
Special Funding Account Balance: $_________
Aggregate Principal Balance (all Series): $_________
End of the Month Transferor Interest: $_________
C-2
Delinquencies And Losses --
End of the Month Delinquencies: Receivables
31-60 Days Delinquent $_________
61-90 Days Delinquent $_________
91+ Days Delinquent $_________
Total 31+ Days Delinquent $_________
Defaulted Receivables During the Month $_________
Note Principal Balances --
Class A Note Principal Balance $_________
Class B Note Principal Balance $_________
Class C Note Principal Balance $_________
Initial Invested Amount $_________
Investor Default Amount $_________
Investor Charge-Offs $_________
Series 2001-1 _________%
Floating Investor Percentage _________%
Fixed Investor Percentage
Available Finance Charge Collections $_________
Investor Default Amount $_________
Monthly Servicing Fees $_________
Available Principal Collections $_________
Required Transferor Interest $_________
Excess Finance Charge Collections $_________
Shared Principal Collections $_________
Application Of Collections --
Monthly Servicing Fee $_________
Class A Monthly Interest $_________
Class B Monthly Interest $_________
Class C Monthly Interest $_________
Investor Default Amount $_________
Investor Charge Offs and Reallocated Principal Collections not previously
reimbursed $_________
Amounts To Be Deposited In The Reserve Account $_________
Reserve Account Draw Amount $_________
C-3
Excess Finance Charges Collections
Total Excess Finance Charge Collections for all allocation series $_________
Yield And Base Rate --
Base Rate (Current Month) _________%
Base Rate (Prior Month) _________%
Base Rate (Two Months Ago) _________%
Three Month Average Base Rate _________%
Portfolio Yield (Current Month) _________%
Portfolio Yield (Prior Month) _________%
Portfolio Yield (Two Months Ago) _________%
Three Month Average Portfolio Yield _________%
Principal Collections --
Principal Funding Account Balance
Series 2001-1 Principal Shortfall $_________
Shared Principal Collections Allocable from other Principal Sharing Series $_________
Investor Charge Offs and Reductions
Investor Charge Offs $_________
Reductions in Invested Amount (other than by Principal Payments) $_________
Previous Reductions In Invested Amount Reimbursed $_________
------------------------------------
Nordstrom fsb,
as Servicer
By:
-------------------------------
Name:
Title:
C-4
EXHIBIT D
FORM OF MONTHLY SERVICER'S CERTIFICATE
NORDSTROM FSB
NORDSTROM PRIVATE LABEL CREDIT CARD MASTER NOTE TRUST
SERIES 2001-1
The undersigned, a duly authorized representative of Nordstrom fsb, as
Servicer (the "Servicer") pursuant to the Transfer and Servicing Agreement,
dated as of October 1, 2001 (as amended and supplemented, the "Transfer and
Servicing Agreement"), among the Servicer, Nordstrom Private Label Receivables
Corporation, as Transferor and Nordstrom Private Label Credit Card Master Note
Trust (the "Trust"), does hereby certify as follows:
1. Capitalized terms used in this Certificate have their respective
meanings set forth in the Transfer and Servicing Agreement or the
Master Indenture, dated as of October 1, 2001 (as amended or
supplemented, the "Master Indenture"), between the Trust and
Wells Fargo Bank Minnesota, National Association, as indenture
trustee (the "Indenture Trustee") as supplemented by the Series
2001-1 Indenture Supplement, dated as of October 1, 2001, between
the Trust and the Indenture Trustee (as amended and supplemented,
the "Indenture Supplement" and together with the Master
Indenture, the "Indenture"), as applicable.
2. Nordstrom fsb is, as of the date hereof, the Servicer under the
Transfer and Servicing Agreement.
3. The undersigned is an Authorized Officer of the Servicer. This
Certificate relates to the Distribution Date occurring on
__________ ____, 200_. As of the date hereof, to the best
knowledge of the undersigned, the Servicer has performed in all
material respects all its obligations under the Transfer and
Servicing Agreement and the Indenture through the Monthly Period
preceding such Distribution Date [or, if there has been a default
in the performance of any such obligation, set forth in detail
the (i) nature of such default, (ii) the action taken by the
Servicer, if any, to remedy such default and (iii) the current
status of each such default]; if applicable, insert "None".
4. As of the date hereof, to the best knowledge of the undersigned,
no Pay Out Event occurred on or prior to such Distribution Date.
D-1
IN WITNESS WHEREOF, the undersigned has duly executed and delivered this
Certificate this ____ day of____,____.
NORDSTROM FSB,
SERVICER
By:
-------------------------------
Name:
Title:
D-2
EXHIBIT E
FORM OF TRANSFER CERTIFICATE
FOR TRANSFER FROM A REGULATION S GLOBAL NOTE TO A RULE 144A GLOBAL NOTE
(Transfer pursuant to Section 2.03(e)(ii) of the Indenture Supplement)
----------------------------------------------
---------, ----
Wells Fargo Bank Minnesota, National Association,
as Indenture Trustee
625 Marquette Avenue
MAC N9311-161
Minneapolis, Minnesota 55479
Attention: Corporate Trust, Asset Backed Securities
Re: Nordstrom Private Label Credit Card Master Trust, Series 2001-1,
Class A Notes
Dear Sirs:
In connection with our proposed purchase of $__________ aggregate
principal amount of Asset Backed Notes, Class A (the "Class A Notes"),
representing obligations of the Nordstrom Private Label Credit Card Master Note
Trust (the "Trust"), the investor on whose behalf the undersigned is executing
this letter (the "Transferee") confirms that:
1. Reference is made to the offering circular, as supplemented by the
offering circular supplement, each dated October 26, 2001 (collectively the
"Offering Circular"), relating to the Class A Notes. Capitalized terms used
herein that are not otherwise defined shall have the meanings ascribed thereto
in the Offering Circular. The Transferee has received a copy of the Offering
Circular and such other information as the Transferee deems necessary in order
to make its investment decision and the Transferee has been provided the
opportunity to ask questions of, and receive answers from, the Servicer and
Nordstrom Private Label Receivables LLC, as Transferor, concerning the Servicer,
the Transferor, the Servicer and the terms and conditions of the offering
described in the Offering Circular. The Transferee has received and understands
the above, and understands that substantial risks are involved in an investment
in the Class A Notes. The Transferee represents that in making its investment
decision to acquire the Class A Notes, the Transferee has not relied on
representations, warranties, opinions, projections, financial or other
information or analysis, if any, supplied to it by any person, including you,
the Transferor, the Servicer or the Owner Trustee or any of your or their
affiliates, except as expressly contained in the Offering Circular and in the
other written information, if any, discussed above. The Transferee acknowledges
that it has read and agreed to the matters stated on pages S-2 through S-3 of
such Offering Circular and the information under the heading "Transfer
Restrictions". The Transferee has relied upon its own tax, legal and financial
advisors in connection with its decision to purchase the Class A Notes.
E-1
2. The Transferee is (i) a "Qualified Institutional Buyer" (as defined
in Rule 144A under the Securities Act of 1933, as amended (the "Securities
Act")) and (ii) acquiring the Class A Notes for its own account or for the
account of an investor of the type described in clause (i)(a) above as to each
of which the Transferee exercises sole investment discretion. The Transferee is
purchasing the Class A Notes for investment purposes and not with a view to, or
for, the offer or sale in connection with, a public distribution or in any other
manner that would violate the Securities Act or the securities or Blue Sky laws
of any State.
3. The Transferee understands that (i) the Class A Notes have not been
and will not be registered under the Securities Act or any state securities or
Blue Sky law, and may not be reoffered, resold, pledged or otherwise transferred
except (a) to a person whom the seller reasonably believes is a QIB in a
transaction meeting the requirements of Rule 144A or (b) in a transaction
complying with the provisions of Rule 903 or 904 under the Securities Act, in
each case, in accordance with any applicable securities laws of any State of the
United States or any other applicable jurisdictions, and that (ii) the
Transferee will, and each subsequent holder is required to, notify any
subsequent Transferee of such Class A Notes from it of the resale restrictions
referred to in (i) above.
4. The Transferee agrees that if in the future it should offer, sell or
otherwise transfer such Class A Note, it will do so only (i) pursuant to Rule
144A to a person who the seller reasonably believes is a QIB in a transaction
meeting the requirements of Rule 144A, purchasing for its own account or for the
account of a QIB, whom the holder has informed that such offer, sale or other
transfer is being made in reliance on Rule 144A, or (ii) in an offshore
transaction meeting the requirements of Rule 903 or 904 of Regulation S.
5. The Transferee acknowledges that the Class A Notes offered in
reliance on Rule 144A will be represented by a Rule 144A Global Note.
6. Each Class A Note will bear a legend to the following effect, unless
the Transferor and the Indenture Trustee determine otherwise in accordance with
applicable law:
"THIS CLASS A NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR
UNDER ANY STATE SECURITIES OR BLUE SKY LAW. THE HOLDER HEREOF, BY
PURCHASING THIS CLASS A NOTE, AGREES THAT THIS CLASS A NOTE MAY
BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN
COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND
ONLY (I)(A) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE
144A") TO AN INSTITUTIONAL INVESTOR THAT THE HOLDER REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF
RULE 144A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A QIB
PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS
INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (B) IN A
TRANSACTION EFFECTED IN COMPLIANCE WITH REGULATION S OF THE
SECURITIES ACT AND (II) IN ACCORDANCE WITH ALL APPLICABLE
E-2
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
APPLICABLE JURISDICTIONS.
UNLESS THIS CLASS A NOTE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION ("DTC"), TO THE TRUST OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CLASS A NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.
NO RESALE OR OTHER TRANSFER OF ANY CLASS A NOTE SHALL BE MADE TO
ANY TRANSFEREE UNLESS: (A) SUCH TRANSFEREE IS NOT, AND WILL NOT
ACQUIRE THE CLASS A NOTE ON BEHALF OR WITH PLAN ASSETS OF, AN
"EMPLOYEE BENEFIT PLAN" AS DEFINED IN SECTION 3(3) OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA"), OR ANY OTHER "PLAN" AS DEFINED IN SECTION 4975(e)(1)
OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "INTERNAL
REVENUE CODE"), THAT IS SUBJECT TO ERISA OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OR (B) THE ACQUISITION AND HOLDING OF THE
CLASS A NOTE BY SUCH TRANSFEREE ARE ELIGIBLE FOR THE EXEMPTIVE
RELIEF AVAILABLE UNDER PTCE 84-14, PTCE 90-1, PTCE 91-38, PTCE
95-60, PTCE 96-23 OR A SIMILAR EXEMPTION. EACH PURCHASER OR
TRANSFEREE OF A CLASS A NOTE, BY ITS ACCEPTANCE OF SUCH CLASS A
NOTE, WILL BE DEEMED TO HAVE MADE THE REPRESENTATION SET FORTH IN
CLAUSE (A) OR (B) ABOVE.
THE PRINCIPAL OF THIS CLASS A NOTE IS PAYABLE AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS
CLASS A NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE
FACE HEREOF.
TRANSFERS OF THE CLASS A NOTES MUST GENERALLY BE ACCOMPANIED BY
APPROPRIATE TAX TRANSFER DOCUMENTATION AND ARE SUBJECT TO
RESTRICTIONS AS PROVIDED IN THE INDENTURE.
E-3
THE HOLDER, BY ACCEPTANCE OF THIS CLASS A NOTE, SHALL BE DEEMED
TO HAVE AGREED TO TREAT THE CLASS A NOTES AS DEBT SOLELY OF THE
TRUST FOR UNITED STATES FEDERAL, STATE AND LOCAL INCOME, SINGLE
BUSINESS AND FRANCHISE TAX PURPOSES."
7. (a) The Transferee is not acquiring and will not acquire the Class A
Notes on behalf of or with plan assets of any "employee benefit plan", as
defined in Section 3(3) of ERISA, that is subject to the requirements of Title I
of ERISA or any other "plan" as defined in Section 4975(e)(1) of the Internal
Revenue Code that is subject to Section 4975 of the Internal Revenue Code (each,
a "Benefit Plan") or (b) its acquisition and holding of the Class A Note are
eligible for the exemptive relief available under PTCE 84-14, PTCE 90-1, PTCE
91-38, PTCE 95-60, PTCE 96-23 or a similar exemption. By its acceptance of a
Class A Note each Transferee will be deemed to have made the representation set
forth in clause (i) or (ii).
8. The Transferee agrees that if at some time in the future it wishes to
transfer or exchange any of the Class A Notes, it will not transfer or exchange
any of the Class A Notes unless such transfer or exchange is in accordance with
the Indenture and the Indenture Supplement. The Transferee understands that any
purported transfer of any Class A Note (or any interest therein) in
contravention of any of the restrictions and conditions in the Indenture and the
Indenture Supplement shall be void, and the purported transferee in such
transfer shall not be recognized by the Trust or any other Person as a Class A
Noteholder for any purpose.
The Transferee hereby irrevocably requests for you to arrange for Class
A Notes to be purchased by the Transferee and to be recorded on the books of the
Indenture Trustee as follows:
PRINCIPAL AMOUNT
OF CLASS A NOTES RECORDED IN NAME OF:
---------------- --------------------
9. You and the Indenture Trustee are entitled to rely upon this letter
and are irrevocably authorized to produce this letter or a copy hereof to any
interested party in any administrative or legal proceeding or official inquiry
with respect to the matters covered hereby.
Very truly yours,
By:
---------------------------------
Name:
Title:
E-4
EXHIBIT F
FORM OF TRANSFER CERTIFICATE
FOR SUBSEQUENT TRANSFER FROM A RULE 144A GLOBAL NOTE
TO A REGULATION S GLOBAL NOTE
(Transfer pursuant to Section 2.03(e)(iii) of the Indenture Supplement)
-----------------------------------------------------------------------
---------, ----
Wells Fargo Bank Minnesota, National Association,
as Indenture Trustee
625 Marquette Avenue
MAC N9311-161
Minneapolis, Minnesota 55479
Attention: Corporate Trust, Asset Backed Securities
Re: Nordstrom Private Label Credit Card Master Trust, Series 2001-1,
Class A Notes
Dear Sirs:
In connection with our proposed purchase of $__________ aggregate
principal amount of Asset Backed Notes, Class A (the "Class A Notes"),
representing obligations of the Nordstrom Private Label Credit Card Master Note
Trust (the "Trust"), the investor on whose behalf the undersigned is executing
this letter (the "Transferee") confirms that:
1. Reference is made to the offering circular, as supplemented by the
offering circular supplement, each dated October 26, 2001 (collectively the
"Offering Circular"), relating to the Class A Notes. Capitalized terms used
herein that are not otherwise defined shall have the meanings ascribed thereto
in the Offering Circular. The Transferee has received a copy of the Offering
Circular and such other information as the Transferee deems necessary in order
to make its investment decision and the Transferee has been provided the
opportunity to ask questions of, and receive answers from, the Servicer and
Nordstrom Private Label Receivables LLC, as Transferor, concerning the Servicer,
the Transferor, the Servicer and the terms and conditions of the offering
described in the Offering Circular. The Transferee has received and understands
the above, and understands that substantial risks are involved in an investment
in the Class A Notes. The Transferee represents that in making its investment
decision to acquire the Class A Notes, the Transferee has not relied on
representations, warranties, opinions, projections, financial or other
information or analysis, if any, supplied to it by any person, including you,
the Transferor, the Servicer or the Owner Trustee or any of your or their
affiliates, except as expressly contained in the Offering Circular and in the
other written information, if any, discussed above. The Transferee has such
knowledge and experience in financial and business matters as to be capable of
evaluating the merits and risks of an investment in the Class A Notes and the
Transferee is able to bear the substantial economic risks of such an investment.
The Transferee has relied upon its own tax, legal and financial advisors in
connection with its decision to purchase the Class A Notes.
F-1
2. The Transferee is (i) was outside the United States when the order to
purchase was originated and (ii) is not a United States person (as defined in
Regulation S under the Securities Act ("Regulation S")) and is purchasing the
Class A Notes in an offshore transaction pursuant to Rule 903 or 904 under
Regulation S. The Transferee is purchasing the Class A Notes for investment
purposes and not with a view to, or for, the offer or sale in connection with, a
public distribution or in any other manner that would violate the Securities Act
or the securities or Blue Sky laws of any State.
3. The Transferee understands that (i) the Class A Notes have not been
and will not be registered under the Securities Act or any state securities or
Blue Sky law, and may not be reoffered, resold, pledged or otherwise transferred
except (a) to a person whom the seller reasonably believes is a QIB in a
transaction meeting the requirements of Rule 144A, (b) in a transaction
complying with the provisions of Rule 903 or 904 under the Securities Act, in
each case, in accordance with any applicable securities laws of any State of the
United States or any other applicable jurisdictions, and that (ii) the
Transferee will, and each subsequent holder is required to, notify any
subsequent Transferee of such Class A Notes from it of the resale restrictions
referred to in (i) above.
4. The Transferee agrees that if in the future it should offer, sell or
otherwise transfer such Class A Note, it will do so only (i) pursuant to Rule
144A to a person who the seller reasonably believes is a QIB in a transaction
meeting the requirements of Rule 144A, purchasing for its own account or for the
account of a QIB, whom the holder has informed that such offer, sale or other
transfer is being made in reliance on Rule 144A, or (ii) in an offshore
transaction meeting the requirements of Rule 903 or 904 of Regulation S.
5. The Transferee, if it is a foreign Transferee outside the United
States, acknowledges that the Notes will initially be represented by a
Regulation S Global Note and that transfers thereof are restricted as described
herein.
6. Each Class A Note will bear a legend to the following effect, unless
the Transferor and the Indenture Trustee determine otherwise in accordance with
applicable law:
"THIS CLASS A NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR
UNDER ANY STATE SECURITIES OR BLUE SKY LAW. THE HOLDER HEREOF, BY
PURCHASING THIS CLASS A NOTE, AGREES THAT THIS CLASS A NOTE MAY
BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN
COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND
ONLY (I)(A) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE
144A") TO AN INSTITUTIONAL INVESTOR THAT THE HOLDER REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF
RULE 144A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A QIB
PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS
INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (B) IN A
TRANSACTION EFFECTED IN COMPLIANCE WITH REGULATION S OF THE
SECURITIES ACT AND (II) IN ACCORDANCE WITH ALL APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
APPLICABLE JURISDICTIONS.
F-2
UNLESS THIS CLASS A NOTE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION ("DTC"), TO THE TRUST OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CLASS A NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.
NO RESALE OR OTHER TRANSFER OF ANY CLASS A NOTE SHALL BE MADE TO
ANY TRANSFEREE UNLESS: (A) SUCH TRANSFEREE IS NOT, AND WILL NOT
ACQUIRE THE CLASS A NOTE ON BEHALF OR WITH PLAN ASSETS OF, AN
"EMPLOYEE BENEFIT PLAN" AS DEFINED IN SECTION 3(3) OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA"), OR ANY OTHER "PLAN" AS DEFINED IN SECTION 4975(e)(1)
OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "INTERNAL
REVENUE CODE"), THAT IS SUBJECT TO ERISA OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OR (B) THE ACQUISITION AND HOLDING OF THE
CLASS A NOTE BY SUCH TRANSFEREE ARE ELIGIBLE FOR THE EXEMPTIVE
RELIEF AVAILABLE UNDER PTCE 84-14, PTCE 90-1, PTCE 91-38, PTCE
95-60, PTCE 96-23 OR A SIMILAR EXEMPTION. EACH PURCHASER OR
TRANSFEREE OF A CLASS A NOTE, BY ITS ACCEPTANCE OF SUCH CLASS A
NOTE, WILL BE DEEMED TO HAVE MADE THE REPRESENTATION SET FORTH IN
CLAUSE (A) OR (B) ABOVE.
THE PRINCIPAL OF THIS CLASS A NOTE IS PAYABLE AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS
CLASS A NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE
FACE HEREOF.
TRANSFERS OF THE CLASS A NOTES MUST GENERALLY BE ACCOMPANIED BY
APPROPRIATE TAX TRANSFER DOCUMENTATION AND ARE SUBJECT TO
RESTRICTIONS AS PROVIDED IN THE INDENTURE.
THE HOLDER, BY ACCEPTANCE OF THIS CLASS A NOTE, SHALL BE DEEMED
TO HAVE AGREED TO TREAT THE CLASS A NOTES AS DEBT SOLELY OF THE
TRUST FOR UNITED STATES FEDERAL, STATE AND LOCAL INCOME, SINGLE
BUSINESS AND FRANCHISE TAX PURPOSES."
7. (a) The Transferee is not acquiring and will not acquire the Class A
Notes on behalf of or with plan assets of any "employee benefit plan", as
defined in Section 3(3) of ERISA, that is subject to the requirements of Title I
of ERISA or any other "plan" as defined in Section 4975(e)(1) of the Internal
Revenue Code that is subject to Section 4975 of the Internal
F-3
Revenue Code (each, a "Benefit Plan") or (b) its acquisition and holding of the
Class A Note are eligible for the exemptive relief available under PTCE 84-14,
PTCE 90-1, PTCE 91-38, PTCE 95-60, PTCE 96-23 or a similar exemption. By its
acceptance of a Class A Note each Transferee will be deemed to have made the
representation set forth in clause (i) or (ii).
8. It understands that the Regulation S Global Notes will bear a legend
to the following effect unless otherwise agreed to by the Transferor and the
Indenture Trustee:
"THIS CLASS A NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE U.S. SECURITIES ACT OF 1933 (THE "SECURITIES ACT"), OR WITH
ANY SECURITIES REGULATORY AUTHORITY OF ANY JURISDICTION AND,
ACCORDINGLY, MAY NOT BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED WITHIN THE UNITED STATES EXCEPT PURSUANT TO RULE 144A
UNDER THE SECURITIES ACT ("RULE 144A") TO AN INSTITUTIONAL
INVESTOR THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A "QIB"),
PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE
ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE,
THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE
IN RELIANCE ON RULE 144A."
9. The Transferee agrees that if at some time in the future it wishes to
transfer or exchange any of the Class A Notes, it will not transfer or exchange
any of the Class A Notes unless such transfer or exchange is in accordance with
the Indenture and the Indenture Supplement. The Transferee understands that any
purported transfer of any Class A Note (or any interest therein) in
contravention of any of the restrictions and conditions in the Indenture and the
Indenture Supplement shall be void, and the purported transferee in such
transfer shall not be recognized by the Trust or any other Person as a Class A
Noteholder for any purpose.
The Transferee hereby irrevocably requests for you to arrange for Class
A Notes to be purchased by the Transferee and to be recorded on the books of the
Indenture Trustee as follows:
PRINCIPAL AMOUNT
OF CLASS A NOTES RECORDED IN NAME OF:
---------------- ---------------------
10. You and the Indenture Trustee are entitled to rely upon this letter
and are irrevocably authorized to produce this letter or a copy hereof to any
interested party in any administrative or legal proceeding or official inquiry
with respect to the matters covered hereby.
F-4
Very truly yours,
By:
---------------------------------
Name:
Title:
F-5
EXHIBIT G
FORM OF TRANSFER CERTIFICATE
FOR INITIAL AND SUBSEQUENT TRANSFER OF A CLASS A NOTE OR B CLASS C NOTE
(Transfer pursuant to Section 2.03(f)(i) of the Indenture Supplement)
----------------------------------------
---------, ----
Wells Fargo Bank Minnesota, National Association,
as Indenture Trustee
625 Marquette Avenue
MAC N9311-161
Minneapolis, Minnesota 55479
Attention: Corporate Trust, Asset Backed Securities
Re: Nordstrom Private Label Credit Card Master Trust, Series 2001-1,
[Class B] [Class C] Notes
Dear Sirs:
In connection with our proposed purchase of $__________ aggregate
principal amount of Asset Backed Notes, [Class B] [Class C] (the "[Class B]
[Class C] Notes"), representing obligations of the Nordstrom Private Label
Credit Card Master Note Trust (the "Trust"), the investor on whose behalf the
undersigned is executing this letter (the "Transferee") confirms that:
1. Reference is made to the master indenture, as supplemented by the
indenture supplement, each dated as of October 1, 2001 (collectively the
"Indenture"), relating to the [Class B] [Class C] Notes. Capitalized terms used
herein that are not otherwise defined shall have the meanings ascribed thereto
in the Indenture. The Transferee has received a copy of the Indenture and such
other information as the Transferee deems necessary in order to make its
investment decision and the Transferee has been provided the opportunity to ask
questions of, and receive answers from, the Servicer and Nordstrom Private Label
Receivables LLC, as Transferor, concerning the Servicer, the Transferor, the
Servicer and the terms and conditions of the offering described in the
Indenture. The Transferee has received and understands the above, and
understands that substantial risks are involved in an investment in the [Class
B] [Class C] Notes. The Transferee represents that in making its investment
decision to acquire the [Class B] [Class C] Notes, the Transferee has not relied
on representations, warranties, opinions, projections, financial or other
information or analysis, if any, supplied to it by any person, including you,
the Transferor, the Servicer or the Owner Trustee or any of your or their
affiliates, except as expressly contained in the Indenture and in the other
written information, if any,
G-1
discussed above. The Transferee has such knowledge and experience in financial
and business matters as to be capable of evaluating the merits and risks of an
investment in the [Class B] [Class C] Notes, and the Transferee is able to bear
the substantial economic risks of such an investment. The Transferee has relied
upon its own tax, legal and financial advisors in connection with its decision
to purchase the [Class B] [Class C] Notes.
2. The Transferee is (i)(a) a "Qualified Institutional Buyer" (as
defined in Rule 144A under the Securities Act of 1933, as amended (the
"Securities Act")) and (b) acquiring the [Class B] [Class C] Notes for its own
account or for the account of an investor of the type described in clause (i)(a)
above as to each of which the Transferee exercises sole investment discretion or
(ii) is not a United States person (as defined in Regulation S under the
Securities Act ("Regulation S")) and is purchasing the [Class B] [Class C] Notes
in an offshore transaction pursuant to Regulation S. The Transferee is
purchasing the [Class B] [Class C] Notes for investment purposes and not with a
view to, or for, the offer or sale in connection with, a public distribution or
in any other manner that would violate the Securities Act or the securities or
Blue Sky laws of any State.
3. The Transferee understands that (i) the [Class B] [Class C] Notes
have not been and will not be registered under the Securities Act or any state
securities or Blue Sky law, and may not be reoffered, resold, pledged or
otherwise transferred except (a) to a person whom the seller reasonably believes
is a QIB in a transaction meeting the requirements of Rule 144A, (b) in a
transaction complying with the provisions of Rule 903 or 904 under the
Securities Act, in each case, in accordance with any applicable securities laws
of any State of the United States or any other applicable jurisdictions, and
that (ii) the Transferee will, and each subsequent holder is required to, notify
any subsequent Transferee of such [Class B] [Class C] Notes from it of the
resale restrictions referred to in (i) above.
4. The Transferee agrees that if in the future it should offer, sell or
otherwise transfer such [Class B] [Class C] Note, it will do so only (i)
pursuant to Rule 144A to a person who the seller reasonably believes is a QIB in
a transaction meeting the requirements of Rule 144A, purchasing for its own
account or for the account of a QIB, whom the holder has informed that such
offer, sale or other transfer is being made in reliance on Rule 144A, or (ii) in
an offshore transaction meeting the requirements of Rule 903 or 904 of
Regulation S.
5. The Transferee, if it is a foreign Transferee outside the United
States, acknowledges that the Notes will initially be represented by a
Regulation S Global Note and that transfers thereof are restricted as described
herein. If it is a QIB, it acknowledges that the [Class B] [Class C] Notes
offered in reliance on Rule 144A will be represented by a Rule 144A Global Note.
6. Each [Class B] [Class C] Note will bear a legend to the following
effect, unless the Transferor and the Indenture Trustee determine otherwise in
accordance with applicable law:
"NO [CLASS B] [CLASS C] NOTE MAY BE SOLD, TRANSFERRED, ASSIGNED
OR CONVEYED (EACH A "TRANSFER") UNLESS THE INDENTURE TRUSTEE AND
THE TRANSFEROR ARE PROVIDED WITH AN OPINION OF COUNSEL THAT SUCH
TRANSFER WILL
G-2
NOT CAUSE THE TRUST TO BE TREATED AS AN ASSOCIATION OR PUBLICLY
TRADED PARTNERSHIP TAXABLE AS A CORPORATION FOR FEDERAL INCOME
TAX PURPOSES.
THIS [CLASS B] [CLASS C] NOTE HAS NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAW.
THE HOLDER HEREOF, BY PURCHASING THIS [CLASS B] [CLASS C] NOTE,
AGREES THAT THIS [CLASS B] [CLASS C] NOTE MAY BE REOFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH
THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (I)(A)
PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO
AN INSTITUTIONAL INVESTOR THAT THE HOLDER REASONABLY BELIEVES IS
A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A
(A "QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR
THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE,
THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE
IN RELIANCE ON RULE 144A OR (B) IN A TRANSACTION EFFECTED IN
COMPLIANCE WITH REGULATION S OF THE SECURITIES ACT AND (II) IN
ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF
THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTIONS.
UNLESS THIS [CLASS B] [CLASS C] NOTE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW
YORK CORPORATION ("DTC"), TO THE TRUST OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY [CLASS B]
[CLASS C] NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH
AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
THIS [CLASS B] [CLASS C] NOTE MAY NOT BE PURCHASED BY OR
TRANSFERRED TO ANY "EMPLOYEE BENEFIT PLAN" WITHIN THE MEANING OF
SECTION 3(3) OF ERISA (WHETHER OR NOT SUBJECT TO ERISA, AND
INCLUDING, WITHOUT
G-3
LIMITATION, FOREIGN OR GOVERNMENT PLANS) OR ANY "PLAN" DESCRIBED
IN SECTION 4975(E)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (THE "INTERNAL REVENUE CODE"), OR ANY ENTITY WHOSE
UNDERLYING ASSETS INCLUDE "PLAN ASSETS" OF ANY OF THE FOREGOING
BY REASON OF A PLAN'S INVESTMENT IN SUCH ENTITY.
THE PRINCIPAL OF THIS [CLASS B] [CLASS C] NOTE IS PAYABLE AS SET
FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF
THIS [CLASS B] [CLASS C] NOTE AT ANY TIME MAY BE LESS THAN THE
AMOUNT SHOWN ON THE FACE HEREOF.
TRANSFERS OF THE [CLASS B] [CLASS C] NOTES MUST GENERALLY BE
ACCOMPANIED BY APPROPRIATE TAX TRANSFER DOCUMENTATION AND ARE
SUBJECT TO RESTRICTIONS AS PROVIDED IN THE INDENTURE.
THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF COVENANTS AND
AGREES THAT IT WILL NOT AT ANY TIME INSTITUTE AGAINST THE ISSUER
OR THE TRANSFEROR, OR JOIN IN INSTITUTING AGAINST THE ISSUER OR
THE TRANSFEROR, ANY BANKRUPTCY, REORGANIZATION, ARRANGEMENT,
INSOLVENCY OR LIQUIDATION PROCEEDINGS, OR OTHER PROCEEDINGS UNDER
ANY UNITED STATES FEDERAL OR STATE BANKRUPTCY OR SIMILAR LAW."
7. (a) The Transferee is not acquiring and will not acquire the [Class
B] [Class C] Notes on behalf of or with plan assets of any "employee benefit
plan", as defined in Section 3(3) of ERISA, that is subject to the requirements
of Title I of ERISA or any other "plan" as defined in Section 4975(e)(1) of the
Internal Revenue Code that is subject to Section 4975 of the Internal Revenue
Code (each, a "Benefit Plan") or (b) its acquisition and holding of the [Class
B] [Class C] Note are eligible for the exemptive relief available under PTCE
84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60, PTCE 96-23 or a similar exemption. By
its acceptance of a [Class B] [Class C] Note each Transferee will be deemed to
have made the representation set forth in clause (i) or (ii).
8. It understands that the Regulation S Global Notes will bear a legend
to the following effect unless otherwise agreed to by the Transferor and the
Indenture Trustee:
"THIS CLASS A NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE U.S. SECURITIES ACT OF 1933 (THE "SECURITIES ACT"), OR WITH
ANY SECURITIES REGULATORY AUTHORITY OF ANY JURISDICTION AND,
ACCORDINGLY, MAY NOT BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED WITHIN THE UNITED STATES EXCEPT
G-4
PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT."
9. The Transferee agrees that if at some time in the future it wishes to
transfer or exchange any of the [Class B] [Class C] Notes, it will not transfer
or exchange any of the [Class B] [Class C] Notes unless such transfer or
exchange is in accordance with the Indenture and the Indenture Supplement. The
Transferee understands that any purported transfer of any [Class B] [Class C]
Note (or any interest therein) in contravention of any of the restrictions and
conditions in the Indenture and the Indenture Supplement shall be void, and the
purported transferee in such transfer shall not be recognized by the Trust or
any other Person as a [Class B] [Class C] Noteholder for any purpose.
The Transferee hereby irrevocably requests for you to arrange for [Class B]
[Class C] Notes to be purchased by the Transferee and to be recorded on the
books of the Indenture Trustee as follows:
PRINCIPAL AMOUNT
OF [CLASS B] [CLASS C] NOTES RECORDED IN NAME OF:
---------------------------- --------------------
10. You and the Indenture Trustee are entitled to rely upon this
letter and are irrevocably authorized to produce this letter or a copy hereof to
any interested party in any administrative or legal proceeding or official
inquiry with respect to the matters covered hereby.
Very truly yours,
By:
---------------------------------
Name:
Title:
G-5
EXHIBIT H
INVESTOR CERTIFICATION
Wells Fargo Bank Minnesota,
National Association
Sixth Street and Marquette Avenue
MAC N9311-161
Minneapolis, MN 55479
Attention; Corporate Trust Services - Asset-Backed Administration
Nordstrom Private Label Credit Card Master Note Trust
In accordance with Section 5.03(e) of the Indenture Supplement (the
"Indenture Supplement"), with respect to the Series 2001-1 Notes (the "Notes"),
the undersigned hereby certifies and agrees as follows:
1. The undersigned is a beneficial owner of $__________ in principal
balance of the Notes.
2. The undersigned is requesting a password pursuant to Section 5.03(e)
of the Indenture Supplement for access to certain information (the "Information
") on the Paying Agent's website.
3. In consideration of the Paying Agent's disclosure to the undersigned
of the Information, or the password in connection therewith, the undersigned
will keep the Information confidential (except from such outside persons as are
assisting it in connection with the related Notes, from its accountants and
attorneys, and otherwise from such governmental or banking authorities or
agencies to which the undersigned is subject), and such Information will not,
without the prior written consent of the Paying Agent and the Indenture Trustee,
be otherwise disclosed by the undersigned or by its officers, directors,
partners, employees, agents or representatives (collectively, the
"Representatives") in any manner whatsoever, in whole or in part.
4. The undersigned will not use or disclose the Information in any
manner which could result in a violation of any provision of the Securities Act
of 1933, as amended (the "Securities Act"), or the Securities Exchange Act of
1934, as amended, or would require registration of any Certificate pursuant to
Section 5 of the Securities Act.
5. The undersigned shall be fully liable for any breach of this
agreement by itself or any of its Representatives and shall indemnify the
Transferor, the Servicer, the Paying Agent and the Indenture Trustee for any
loss, liability or expense incurred thereby with respect to any such breach by
the undersigned or any of its Representatives,
6. Capitalized terms used by not defined herein shall have the
respective meanings assigned thereto in the Indenture Supplement.
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IN WITNESS WHEREOF, the undersigned has caused its name to be signed
hereby by its duly authorized officer, as of the day and year written above.
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Beneficial Owner
By:
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Title:
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Company:
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Phone:
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