EXHIBIT 10.25
AMENDMENT NO. 5
TO
NOTE PURCHASE AGREEMENT
THIS AMENDMENT NO. 5, dated as of December 16 2004 (this "Amendment
No. 5") amends the Note Purchase Agreement, dated as of December 4, 2001 (the
"Note Purchase Agreement") among Nordstrom Private Label Receivables LLC (the
"Transferor"), Nordstrom, fsb ("Servicer"), the Conduit Purchaser, the Agent and
the Committed Purchaser named therein.
WHEREAS, the Transferor, the Servicer, the Conduit Purchaser, the
Agent and the Committed Purchaser entered into the Note Purchase Agreement in
connection with the issuance of certain variable funding notes specified
therein; and
WHEREAS, Section 11.01 of the Note Purchase Agreement permits the
Note Purchase Agreement to be amended from time to time pursuant to the
conditions set forth therein; and
WHEREAS, the parties hereto wish to amend the Note Purchase
Agreement as set forth herein;
NOW THEREFORE, in consideration of the above premises and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Capitalized terms used herein and not otherwise defined shall
have the meanings ascribed thereto in the Transfer and Servicing Agreement (as
defined in Section 1.01 of the Note Purchase Agreement).
2. A new definition "Available Maximum Principal Balance" is hereby
added in Section 1.01 to read as follows:
"Available Maximum Principal Balance" means, at any time, the
excess (if any) of the Class A Maximum Principal Balance over
the Other Class A Invested Amount.
3. A new definition "Other Class A Invested Amount" is hereby added
in Section 1.01 to read as follows:
"Other Class A Invested Amount" means the "Class A Invested
Amount," as defined in the Note Purchase Agreement, dated as
of December 16, 2004, among Nordstrom Credit Card Receivables
LLC, as transferor, Nordstrom fsb, as servicer, Falcon Asset
Securitization Corporation, as conduit purchaser, and JPMorgan
Chase Bank, N.A. (successor-by-merger to Bank One, NA (Main
Office Chicago)), as committed purchaser and as agent for the
purchasers therein.
4. Section 2.03(a) is hereby amended by replacing "Class A Maximum
Principal Balance" appearing therein in two different places with "Available
Maximum Principal Balance".
5. Section 2.03(c) is hereby amended by replacing "Class A Maximum
Principal Balance" appearing therein with "Available Maximum Principal Balance".
6. Section 2.05(a) is hereby amended by replacing "(but not below
the Class A Invested Amount)" appearing therein with "(but not below the Class A
Invested Amount and the Other Class A Invested Amount)".
7. Section 11.01 is hereby amended by adding the following new
sentence at the end thereof:
Furthermore, the Transferor shall provide to each Rating
Agency (i) ten Business Days prior written notice of any
proposed amendment and (ii) a copy of the executed amendment
as soon as practicable after the execution of such amendment.
8. Section 11.04 is hereby amended by adding a new clause (d) to
read in its entirety as follows:
(d) Notwithstanding anything herein to the contrary, each
party hereto (and each employee, representative, or other
agent thereof) may disclose to any and all persons, without
limitations of any kind of tax treatment and tax structure of
the transaction and all materials of any kind (including
opinions or other tax analyses) that are provided any such
party relating to such tax treatment and tax structure. For
purposes of this paragraph, the terms "tax treatment" and "tax
structure" have the meaning given to such terms under Treasury
Regulation Section 1.6011-4(c).
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9. A new section is hereby added at the end of Article XI to read in
its entirety as follows:
SECTION 11.12 Limited Obligation of Transferor.
Notwithstanding anything to the contrary set forth in this
Note Purchase Agreement, the obligation of the Transferor to
pay any amounts in this Note Purchase Agreement shall be
limited solely to the application of amounts available under
the Transaction Documents.
10. Except as otherwise set forth herein, the Note Purchase
Agreement shall continue in full force and effect in accordance with its terms.
11. This Amendment No. 5 may be executed in one or more
counterparts, each of which, when so executed, shall be deemed an original; such
counterparts, together, shall constitute one and the same agreement.
[Signature pages follow.]
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IN WITNESS WHEREOF, the parties have caused this Amendment No. 5 to
be executed by their respective officers thereunto duly authorized, as of the
date first above written.
NORDSTROM PRIVATE LABEL
RECEIVABLES LLC,
as Transferor
By: /s/ Kevin Knight
----------------------------
Name: Kevin Knight
Title: President, NPLR, LLC
NORDSTROM FSB,
as Servicer
By: /s/ Marc A. Anacker
----------------------------
Name: Marc A. Anacker
Title: Treasurer
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FALCON ASSET SECURITIZATION
CORPORATION
as Conduit Purchaser
By: /s/ William Hendricks
----------------------------
Name: William Hendricks
Title: Authorized Signatory
JPMORGAN CHASE BANK, N.A.,
as Agent
By: /s/ William Hendricks
----------------------------
Name: William Hendricks
Title: Vice President
JPMORGAN CHASE BANK, N.A.,
as a Committed Purchaser
By: /s/ William Hendricks
----------------------------
Name: William Hendricks
Title: Vice President
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Acknowledged by:
NORDSTROM, INC.
By: /s/ Michael Koppel
----------------------------
Name: Michael Koppel
Title: Executive Vice President and Chief
Financial Officer
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