Exhibit 10.1
TRUST AGREEMENT
This Trust Agreement, dated as of October 16, 2001 (the "Agreement"), is
between Nordstrom Private Label Receivables LLC, a Delaware limited liability
company, as transferor (the "Transferor"), and Wilmington Trust Company, a
Delaware banking corporation, as trustee (in such capacity, the "Trustee").
In consideration of the mutual agreements herein contained, and of other
good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto agree as follows:
1. Creation. There is hereby formed, in accordance with the Delaware
Business Trust Act (12 Del. Code Section 3801 et seq.) (the "Delaware Act"), a
trust to be known as Nordstrom Private Label Credit Card Master Note Trust (the
"Trust"), in which name the Trustee may engage in the activities of the Trust,
make and execute contracts and other instruments on behalf of the Trust and sue
and be sued. The parties hereto intend that the Trust be a business trust under
the Delaware Act and that this Agreement shall constitute the governing
instrument of the Trust. Effective as of the date hereof, the Trustee shall have
all rights, powers and duties set forth herein and in the Delaware Act with
respect to accomplishing the purposes of the Trust. The Trustee is hereby
directed to file a certificate of trust in accordance with Section 3810 of the
Delaware Act, a form of which is attached hereto as Exhibit A.
2. Trust Assets. The Transferor hereby grants, conveys, transfers and
assigns to the Trust, and the Trustee hereby acknowledges receipt of, the sum of
ten dollars ($10.00), which sum shall be the initial assets of the Trust.
3. Indemnification of Trustee. The Trustee (as such and in its individual
capacity) shall be indemnified and held harmless by the Transferor with respect
to any loss, liability, claim, damage or expense incurred by the Trustee (as
such or in its individual capacity) arising out of or incurred in connection
with the acceptance or performance by the Trustee of the trusts and duties
contained in this Agreement; provided, however, that the Trustee shall not be
indemnified or held harmless as to any such loss, liability, claim, damage or
expense incurred by reason of its willful misconduct, bad faith or gross
negligence. The obligations of the Transferor under this Section Three shall
survive the resignation or removal of the Trustee and the termination of this
Agreement.
4. Resignation or Removal of Trustee. The Transferor may remove any trustee
of the Trust at any time with or without cause. The Trustee may resign by giving
30 days' prior written notice to the Transferor; provided, that no such
resignation shall become effective until a successor trustee shall have been
appointed. Upon receiving notice of resignation, the Transferor shall promptly
appoint by written instrument a successor Trustee. If no successor Trustee shall
have been appointed within 30 days after such notice of resignation is given,
the Trustee at the expense of the Transferor may petition a court of competent
jurisdiction for the appointment of a successor.
5. Amended and Restated Trust Agreement. The Transferor and the Trustee
will enter into an Amended and Restated Trust Agreement, dated as of October 1,
2001 (the "Amended and Restated Trust Agreement"), satisfactory to each such
party, to provide for the contemplated operation of the Trust created hereby.
Prior to the execution and delivery of such Amended and Restated Trust
Agreement, the Trustee shall not have any duty or obligation hereunder or with
respect to the trust estate, except as otherwise required by applicable law or
may be necessary to obtain prior to such execution and delivery and licenses,
consents or approvals required by applicable law or otherwise; provided however,
the Transferor may instruct the Trustee with respect to operation of the Trust
and action to be taken on behalf of the Trust, and to the extent the Trustee
follows such instructions in good faith it shall not be liable to any person.
6. Counterparts. This Agreement may be executed in any number of
counterparts, each of which so executed and delivered shall be deemed to be an
original, but all of which counterparts shall together constitute but one and
the same instrument.
7. Governing Law. This Agreement shall be governed by, and construed and
enforced in accordance with, the laws of the State of Delaware (without regard
to conflict of laws provisions).
8. Amendment. This Agreement may be amended and restated by the parties
hereto as necessary to provide for the operation of the Trust.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective officers as of the day and year first above
written.
NORDSTROM PRIVATE LABEL RECEIVABLES LLC,
as Transferor
By: NORDSTROM CREDIT, INC., as Member
By: /s/ Carol S. Powell
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Name: Carol S. Powell
Title: Assistant Treasurer
WILMINGTON TRUST COMPANY, as Trustee
By: /s/ James P. Lawler
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Name: James P. Lawler
Title: Vice President
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EXHIBIT A
CERTIFICATE OF TRUST
This Certificate of Trust of Nordstrom Private Label Credit Card Master
Note Trust (the "Trust"), dated October __, 2001, is being duly executed and
filed by Wilmington Trust Company, a Delaware banking corporation, as trustee,
to form a business trust under the Delaware Business Trust Act (12 Del. Code,
Section 3801 et seq.).
1. Name. The name of the business trust formed hereby is Nordstrom Private
Label Credit Card Master Note Trust.
2. Delaware Trustee. The name and business address of the trustee of the
Trust having its principal place of business in the State of Delaware is
Wilmington Trust Company, Rodney Square North, 1100 North Market Street,
Wilmington, Delaware 19890-00001, Attention: Corporate Trust Administration
Department.
3. Effective Date. This Certificate of Trust shall be effective upon its
filing with the Secretary of State of the State of Delaware.
IN WITNESS WHEREOF, the undersigned, being the sole trustee of the Trust,
has executed this Certificate of Trust as of the date first above written.
WILMINGTON TRUST COMPANY,
as Trustee
By:
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Name:
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Title:
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A-1