Exhibit 10.43
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NORDSTROM CREDIT CARD MASTER NOTE TRUST,
Issuer
and
▇▇▇▇▇ FARGO BANK MINNESOTA, NATIONAL ASSOCIATION,
Indenture Trustee
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SERIES 2002-1 INDENTURE SUPPLEMENT
Dated as of April 1, 2002
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TABLE OF CONTENTS
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ARTICLE ONE
DEFINITIONS
Section 1.01. Definitions................................................................................... 1
Section 1.02. Other Definitional Provisions................................................................. 13
ARTICLE TWO
CREATION OF THE SERIES 2002-1 NOTES
Section 2.01. Designation................................................................................... 15
Section 2.02. Forms of Series 2002-1 Notes.................................................................. 15
Section 2.03. Registration; Registration of Transfer and Exchange........................................... 16
ARTICLE THREE
SERVICING FEE
Section 3.01. Servicing Fee................................................................................. 24
ARTICLE FOUR
RIGHTS OF SERIES 2002-1 NOTEHOLDERS AND ALLOCATION AND APPLICATION OF COLLECTIONS
Section 4.01. Collections and Allocations................................................................... 25
Section 4.02. Determination of Monthly Interest, Monthly Principal and Interest Rate........................ 27
Section 4.03. Application of Available Finance Charge Collections and Available Principal Collections....... 27
Section 4.04. Investor Charge-Offs.......................................................................... 30
Section 4.05. Reallocated Principal Collections............................................................. 30
Section 4.06. Excess Finance Charge Collections............................................................. 30
Section 4.07. Shared Principal Collections.................................................................. 30
Section 4.08. Principal Funding Account..................................................................... 31
Section 4.09. Reserve Account............................................................................... 31
Section 4.10. Eligible Investment........................................................................... 33
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ARTICLE FIVE
DELIVERY OF SERIES 2002-1 NOTES; DISTRIBUTIONS; REPORTS TO SERIES 2002-1 NOTEHOLDERS
Section 5.01. Delivery and Payment for the Series 2002-1 Notes.............................................. 34
Section 5.02. Distributions................................................................................. 34
Section 5.03. Reports and Statements to Series 2002-1 Noteholders........................................... 34
ARTICLE SIX
SERIES 2002-1 PAY OUT EVENTS
Section 6.01. Series 2002-1 Pay Out Events.................................................................. 36
ARTICLE SEVEN
REDEMPTION OF SERIES 2002-1 NOTES; FINAL DISTRIBUTIONS; SERIES TERMINATION
Section 7.01. Optional Redemption of Series 2002-1 Notes; Final Distributions............................... 38
Section 7.02. Series Termination............................................................................ 39
ARTICLE EIGHT
MISCELLANEOUS PROVISIONS
Section 8.01. Ratification of Master Indenture; Amendments.................................................. 40
Section 8.02. Counterparts.................................................................................. 40
Section 8.03. GOVERNING LAW................................................................................. 40
Section 8.04. Limitation of Liability....................................................................... 40
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EXHIBITS
EXHIBIT A-1 Form of Class A Note..................................................................... ▇-▇-▇
▇▇▇▇▇▇▇ ▇-▇ Form of Class B Note..................................................................... ▇-▇-▇
▇▇▇▇▇▇▇ ▇-▇ 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
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SERIES ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ SUPPLEMENT
This Series ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ Supplement, dated as of April 1, 2002, is
between Nordstrom 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 ▇▇▇▇▇ 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 April 1, 2002, 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 2002-1) 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(f).
"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.
"Adjusted Invested Amount" means, for any Determination Date, 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.
"Available Finance Charge Collections" means, with respect to any
Monthly Period and the related Distribution Date, an amount equal to the sum of
(i) the Investor Finance Charge Collections, (ii) the Excess Finance Charge
Collections allocated to Series 2002-1, (iii) the Reserve Account Draw Amount
and (iv) Principal Funding Investment Proceeds, if any.
"Available Principal Collections" means, with respect to any Monthly
Period and the related Distribution Date, 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 such Distribution
Date, plus (iii) any Shared Principal Collections that are allocated to Series
2002-1 in accordance with Section 8.05 of the Master 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 such Distribution Date.
"Base Rate" means, with respect to any Monthly Period, the sum of (i)
the Servicing Fee Rates, (ii) the weighted average of the Class A Note Interest
Rate, the Class B Note Interest Rate and the Class C Note Interest Rate and
(iii) 2.0%.
"Benefit Plan" means an employee benefit plan, as defined in Section
3(3) of ERISA, that is subject to Title I of ERISA, a plan, as defined in
Section 4975(e)(1) of the Code, that is subject to Section 4975 of the Code, and
any entity deemed to hold plan assets of any of the foregoing by reason of an
employee benefit plan's or plan's investment in the entity or otherwise under
ERISA.
"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 the actual number of days in such 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 (which shall be zero in the case of the first
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 Distribution Date, the product
of (i) the Class A Note Interest Rate for the related Interest Period, (ii) a
fraction, whose numerator is the actual number of days in such Interest Period,
and whose denominator is 360; and (iii) the balance of the Principal Funding
Account on the first day of that Interest Period, up to the Class A Note
Principal Balance as of the related Record Date.
"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, with respect to any Distribution
Date, an amount of monthly interest distributable from the Collection Account
with respect to the Class A Notes on such Distribution Date equal to the product
of (i) a fraction, the numerator of which is the actual number of days in such
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
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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 $176,900,000.
"Class A Note Interest Rate" means One-Month LIBOR plus 0.27% per
annum.
"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) 19.50% 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 the actual number of days in such 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 (which shall be zero in the case of the first
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 Covered Amount" equals for any Distribution Date, the product
of (i) the Class B Interest Rate for the related Interest Period, (ii) a
fraction, the numerator of which is the actual number of days for such Interest
Period, and whose denominator is 360; and (iii) the balance of the Principal
Funding Account on the first day of the related Interest Period in excess of the
Class A Note Principal Balance as of the related Record Date, up to the Class B
Note Principal Balance as of the related Record Date.
"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.
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"Class B Monthly Interest" means, with respect to any Distribution
Date, the amount of monthly interest distributable from the Collection Account
with respect to the Class B Notes on such Distribution Date and which shall be
an amount equal to the product of (i) a fraction, the numerator of which is 30,
the actual number of days in such 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 $23,100,000.
"Class B Note Interest Rate" means One-Month LIBOR plus 0.70% per
annum.
"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) 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) 9.0% 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 the actual number of days in such Interest Period, and the denominator of
which is 360, (ii) the Class C Note Interest Rate in effect with respect to such
Interest Period and (iii) the Class C Interest Shortfall for the preceding
Distribution Date (which shall be zero in the case of the first 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, with respect to any Distribution
Date, the amount of monthly interest distributable from the Collection Account
with respect to the Class C Notes on
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such Distribution Date and which shall be an amount equal to the product of (i)
a fraction, the numerator of which is the actual number of days in such 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 $19,800,000.
"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 May 1, 2002.
"Controlled Accumulation Amount" means, for any Distribution Date with
respect to the Controlled Accumulation Period, $25,000,000; provided, however,
that if the Accumulation Period Length is determined to be less than eight
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 Offered 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
July 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 Offered Notes and (iii) the
Expected Principal Payment 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.
"Defaulted Amount" means, with respect to a Distribution Date, the
total amount of Defaulted Receivables for the related Monthly Period.
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"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(a) of the Transfer
and Servicing Agreement.
"Disqualified Transferee" has the meaning set forth in Section 2.03(k).
"Distribution Date" means June 17, 2002 and the fifteenth day of each
calendar month thereafter, or if such fifteenth day is not a Business Day, the
next succeeding Business Day, and with respect to the Series 2002-1 Final
Maturity Date, October 13, 2010.
"Early Amortization Period" means the period commencing on the Business
Day on which a Pay Out Event with respect to Series 2002-1 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 2002-1 Final Maturity Date.
"ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.
"Excess Reserve Account Investment Earnings" means, as of any
Distribution Date, interest and other investment income, net of losses and
investment expenses, earned on amounts on deposit in the Reserve Account less
the amount, if any, required to be retained in the Reserve Account so that the
amount therein equals the Required Reserve Account Amount.
"Expected Final Principal Payment Date" means the April 16, 2007
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 (a) the total amount of Principal Receivables in the Trust as of the
close of business on the Reset Date and (b) 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 2002-1, the Transferor may, by written
notice delivered to the Indenture Trustee and the Servicer, designate a
different numerator for the foregoing fraction, provided that (1) such numerator
is not less than the Adjusted Invested Amount as of the last day of the
revolving period for such Paired Series, (2) such action shall be taken only
upon satisfaction of the Rating Agency Condition and (3) 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 2002-1.
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"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 2002-1 and each other Series hereafter
specified in the related Indenture Supplement to be included in Group One.
"Indenture" means the Master Indenture, as supplemented by the Series
▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ Supplement, as the same may be amended, supplemented or
otherwise modified from time to time.
"Indenture Supplement" has the meaning specified in the Master
Indenture.
"Initial Invested Amount" means $219,800,000.
"Interest Period" means, with respect to any Distribution Date, the
period from and including the preceding Distribution Date (or, in the case of
the first Distribution Date, from and including the Closing Date) to but
excluding the current Distribution Date.
"Invested Amount" means, as of any date of determination, an amount
equal to the initial principal amount of the Series 2002-1 Notes minus the sum
of (i) amount of principal previously paid to the Series 2002-1 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 set forth 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, any
Excess Reserve Account Investment Earnings and Interchange treated as
Collections of Finance Charge Receivables) deposited in the Collection Account
for such Monthly Period pursuant to Section 3.01(b).
"Investor Percentage" means, for any Monthly Period, with respect to
(i) Finance Charge Receivables, Defaulted Amounts and Uncovered Dilution Amounts
at any time and Principal Receivables during the Revolving Period, the Floating
Investor Percentage for such Monthly
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Period and (ii) Principal Receivables during the Controlled Accumulation Period
or the Early Amortization Period, the 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
2002-1 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.
"LIBOR Determination Date" means two London Business Day prior to the
Closing Date with respect to the first Distribution Date and, as to each
subsequent Distribution Date, two London Business Days prior to the immediately
preceding Distribution Date.
"London Business Day" means any day other than a Saturday, Sunday or a
day on which banking institutions in London, England, are authorized or
obligated by law or government decree to be closed.
"Master Indenture" means the master indenture, dated as of April 1,
2002, between the Issuer and the Indenture Trustee, as acknowledged and agreed
by the Servicer and the Transferor, as the same may be amended, modified or
supplemented from time to time (including with respect to any Series or Class,
the related Indenture Supplement).
"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.
"Monthly Period" has the meaning set forth in the Master Indenture;
provided, however, that the initial Monthly Period will commence on the Closing
Date and end on the last day of calendar month preceding the first Distribution
Date; provided, however, that for the purposes of calculating Portfolio Yield
which includes the month of April, the Monthly Period will be the period from
and including April 1, 2002 to and including April 30, 2002.
"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
Offered Note Principal Balance 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 Date) 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 Reallocated Principal
Amount and the Class B Reallocated Principal Amount.
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"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 related Monthly
Period, minus (b) the product of the amount, if any, on deposit in the Special
Funding Account as of the last day of such Monthly Period 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 $366,333.33.
"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.
"Noteholders" means the holders of Class A Notes and Class B Notes.
"Offered Note Initial Principal Balance" means the sum of the Class A
Note Initial Principal Balance and the Class B Note Initial Principal Balance.
"Offered Note Principal Balance" means the sum of the Class A Note
Principal Balance and the Class B Note Principal Balance.
"Offered Notes" means the Class A Notes and the Class B Notes.
"One-Month LIBOR" means, with respect to any Interest Period, the
London interbank offered rate for deposits in U.S. dollars having a maturity of
one month commencing on the related LIBOR Determination Date which appears on
Telerate Page 3750, or such other source as is customarily used to quote LIBOR,
as of 11:00 a.m., London time, on such LIBOR Determination Date. If the rates
used to determine LIBOR do not appear on the Telerate Page 3750, or such other
source as is customarily used to quote LIBOR, the rates for that day will be
determined on the basis of the rates at which deposits in U.S. dollars, having a
maturity of one month and in a principal amount of not less than U.S. $1,000,000
are offered at approximately 11:00 a.m., London time, on such LIBOR
Determination Date to prime banks in the London interbank market by the
reference banks. The Indenture Trustee will request the principal London office
of each of such reference banks to provide a quotation of its rate. If at least
two such quotations are provided, the rate for that day will be the arithmetic
mean to the nearest 1/100,000 of 1% (0.0000001), with five one-millionths of a
percentage point rounded upward, of all such quotations. If fewer than two such
quotations are provided, the rate for that day will be the arithmetic mean to
the nearest 1/100,000 of 1% (0.0000001), with five one-millionths of a
percentage point rounded upward, of the offered per annum rates that one or more
leading banks in New York City, selected by the Indenture Trustee, are quoting
as of approximately 11:00 a.m., New York City time, on such LIBOR Determination
Date to leading European banks for United States dollar deposits for that
maturity; provided that if the banks selected as aforesaid are not quoting as
mentioned in this sentence, LIBOR in effect for the applicable Interest Period
will be LIBOR in effect for the previous interest period. The "Telerate Page
3750" is the display page named that on the Dow ▇▇▇▇▇ Telerate Services (or any
other page that replaces that page on that service for the purpose of displaying
comparable name of rates). The reference banks are the four major banks in the
London interbank market selected by the Indenture Trustee.
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"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 related
Distribution Date, such sum to be calculated on a cash basis after subtracting
the Investor Default Amount and the Investor Uncovered Dilution Amount, 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 2002-1 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; provided further that the Portfolio Yield for the month of
March 2002 shall equal 10.68%.
"Principal Funding Account" has the meaning set forth in Section
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.
"Principal Funding Investment Proceeds" means, with respect to any
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 and the Class B
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, (ii) Monthly Interest and any Monthly Interest due on one or
more prior Distribution Dates but not distributed to the Series 2002-1
Noteholders on one or more prior Distribution Dates, and (iii) the amount of
Additional Interest and any Additional Interest due but not distributed to the
Series 2002-1 Noteholders on one or more prior Distribution Dates.
10
"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 set forth in Section
2.02(b).
"Required Accumulation Factor Number" means 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 (i) 0.50%
of the Offered Note Principal Balance or (ii) 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 officer at
the time, in its reasonable belief, such designation will not cause a Pay Out
Event to occur for the Series 2002-1 Notes.
"Reserve Account" means the account established pursuant to Section
4.09.
"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 and (ii) the Principal
Funding Investment Shortfall.
"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 (i) 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%; (ii) 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 (iii) 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, (iv) each date there is an
increase in the invested amount with respect to any series of Notes issued by
the Trust and (v) each Addition Date that Supplemental Accounts are designated
to 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.
11
"Rule 144A" means Rule 144A under the Securities Act.
"Rule 144A Global Note" has the meaning set forth in Section 2.02.
"Series 2002-1" means the Series of Notes the terms of which are
specified in this Series ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ Supplement.
"Series 2002-1 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 October 13, 2010 Distribution Date.
"Series 2002-1 Indenture Supplement" means this series 2002-1 indenture
supplement, dated as of April 1, 2002, between the Trust and the Indenture
Trustee, as the same may be amended, supplemented or otherwise modified from
time to time.
"Series 2002-1 Note" means a Class A Note, a Class B Note or a Class C
Note.
"Series 2002-1 Noteholder" means a Class A Noteholder, a Class B
Noteholder or a Class C Noteholder.
"Series 2002-1 Pay Out Event" has the meaning set forth in Section
6.01.
"Series 2002-1 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" has the meaning set forth in the Transfer and Servicing
Agreement.
"Servicing Fee Rate" means 2.0% 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 Master
Indenture.
"Transition Expenses" means any documented expenses and costs
reasonably incurred by a 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.
12
"Trust Agreement" means the amended and restated trust agreement, dated
as of April 1, 2002, between the Owner Trustee and the Transferor, as the same
may be amended, supplemented or otherwise modified from time to time.
"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) a 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, 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 foregoing, 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
2002-1 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
Master 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 Master Indenture or
the Transfer and Servicing Agreement, the terms and provisions of this Series
2002-1 Indenture Supplement shall govern.
(b) As used in this Series 2002-1 Indenture Supplement and in any
certificate or other document made or delivered pursuant hereto or thereto,
accounting terms not defined in this Series ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ Supplement or in
any such certificate or other document, and accounting terms partly defined in
this Series ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ Supplement 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
Series ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ Supplement 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.
13
(d) The words "hereof," "herein," "hereunder" and words of similar
import when used in this Series 2002-1 Indenture Supplement shall refer to this
Series ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ Supplement as a whole and not to any particular
provision of this Series ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ Supplement; references to any Article,
subsection, Section, Schedule or Exhibit are references to Articles,
subsections, Sections, Schedules and Exhibits in or to this Series ▇▇▇▇-▇
▇▇▇▇▇▇▇▇▇ Supplement unless otherwise specified; and the term "including" means
"including without limitation."
14
ARTICLE TWO
CREATION OF THE SERIES 2002-1 NOTES
Section 2.01. Designation.
(a) There is hereby created and designated a Series of Notes to be
issued pursuant to the Master Indenture and this Series ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇
Supplement to be known as "Nordstrom Credit Card Master Note Trust, Series
2002-1" or the "Series 2002-1 Notes." The Series 2002-1 Notes shall be issued in
three Classes, the first of which shall be known as the "Series 2002-1 Floating
Rate Asset Backed Notes, Class A", the second of which shall be known as the
"Series 2002-1 Floating Rate Asset Backed Notes, Class B", and the third of
which shall be known as the "Series 2002-1 0% Asset Backed Notes, Class C". The
Series 2002-1 Notes shall be due and payable on the Series 2002-1 Final Maturity
Date.
(b) Series 2002-1 shall be included in Group One and shall be a
Principal Sharing Series with respect to Group One only. Series 2002-1 shall be
an Excess Allocation Series with respect to Group One only. Series 2002-1 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
Master Indenture, the terms and provisions of this Series ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇
Supplement shall be controlling.
Section 2.02. Forms of Series 2002-1 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 ▇-▇, ▇-▇ and A-3
hereto.
(b) Global Notes.
(i) The Offered Notes offered and sold to U.S. Persons in
reliance on the exemption from registration under Rule 144A (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 and Exhibit A-2 hereto, added to the form of the
Class A Notes ("Class-A Rule 144A Global Notes") and the Class B Notes
("Class-B Rule 144A Global Notes", and together with the Class A Rule
144A Global Notes, the "Rule 144A Global Notes"), each of 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 Offered Notes sold in offshore transactions in
reliance on Regulation S 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 the Class A Notes ("Class A
15
Regulation S Global Notes") and to the form of Class B Notes ("Class B
Regulation S Global Notes", and together with the Class A Regulation S
Global Notes, the "Regulation S Global Notes" and, together with the
Rule 144A Global Notes, the "Global Notes"), which shall be deposited
on behalf of the subscribers for the Class A Notes and the Class B
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 C Notes. The 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 Exhibit A-3, added to the form
of such Class C Notes. The 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 Series ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ Supplement (without the consent of any
Noteholder) to permit the issuance of 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 Class C Note from the registration provisions of the Securities Act.
Section 2.03. Registration; Registration of Transfer and Exchange.
(a) No Series 2002-1 Note may be sold or transferred (including 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 Offered 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) 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 Offered 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. None of the Issuer, the
Indenture Trustee or any other Person may register the Offered Notes under the
Securities Act or any state securities laws.
(c) No 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 C Notes may be
offered, sold, resold or delivered, as the case may be, in offshore transactions
to non-U.S.
16
Persons in reliance on Regulation S. None of the Issuer, the Indenture Trustee
or any other Person may register the Class C Notes under the Securities Act or
any state securities laws.
(d) Upon final payment due on a Series 2002-1 Note, the Holder thereof
shall present and surrender such Series 2002-1 Note at the Corporate Trust
Office 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
Section 2.03(k)).
(e) Transfers of Global Notes. Notwithstanding any provision to the
contrary herein, so long as a Global Note remains outstanding and is held by or
on behalf of DTC, transfers of 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), a transfer 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 2002-1 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 of the applicable Class of Series 2002-1 Notes by the
aggregate principal amount of the interest in such Regulation S Global
Note of the applicable Class of Series 2002-1 Notes 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 of the applicable Class of Series
2002-1 Notes.
(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,
17
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 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 2002-1 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 of the
applicable Class of Series 2002-1 Notes by the aggregate principal
amount of the interest in such Rule 144A Global Note to be transferred
and increase the Regulation S Global Note of the applicable Class of
Series 2002-1 Notes specified in such instructions by a principal
amount equal to such reduction in the principal amount of the Rule 144A
Global Note of the applicable Class of Series 2002-1 Notes.
(iv) Other Exchanges. In the event that, pursuant to
Section 2.03(k), a Global Note is exchanged for a Note of the same
Class in definitive form, such Offered 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 and Regulation
S) and as may be from time to time adopted by the Issuer and the
Indenture Trustee.
(f) Transfer and Exchange of Class C Notes. Transfer of Class C Notes,
in whole or in part, shall only be made in accordance with this Section 2.03(f).
(i) Transfer of Class C Notes. 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. If an Opinion of Counsel has been so
provided, Class C Notes 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 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 (1) that the transfer of such interest has
been made in accordance with the applicable restrictions in this Series
▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ Supplement, 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 (2) 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 an employee
benefit plan's or plan's investment in the entity, or any other
18
"benefit plan investor" (as defined in 29 C.F.R.
Section 2510.3-101(f)(2) (each such person described in (2)(x), a
"Benefit Plan Investor").
(ii) Exchange of Class C Note. If a holder of a beneficial
interest in one or more Class C Notes wishes at any time to exchange
such Class C Note for one or more Class C Notes 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 the 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 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 C Notes designating the number and principal
amounts of the Class C Note to be exchanged (the aggregate of such
principal amounts being equal to the aggregate principal amount of the
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 C Notes, record the exchange in the Note Register and
authenticate and deliver one or more Class C Notes, registered in the
same names as the 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 C Note surrendered by such Holder).
(g) Each transferee of an Offered Note shall be deemed to represent and
agree as follows:
(i) The transferee (a) (1) is a QIB, (2) is acquiring the
Offered Notes for its own account or for the account of a QIB and (3)
is aware that the sale of such Offered Notes to it is being made in
reliance on Rule 144A or (b) is not a U.S. Person and is purchasing
such Offered Notes in an offshore transaction pursuant to Regulation S.
(ii) The transferee understands that (a) the Offered 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 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 Offered Notes from it of the resale restrictions referred to in
(a) above.
(iii) The transferee agrees that if in the future it
should offer, sell or otherwise transfer such Offered 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
19
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 or Class B
Notes, as applicable, will initially be represented by a Class A
Regulation S Global Note or a Class B Regulation S Global Note, as
applicable, and that transfers thereof are restricted as described
herein. If it is a QIB, it acknowledges that the Class A Notes or Class
B Notes, as applicable, offered in reliance on Rule 144A will be
represented by a Class A Rule 144A Global Note or a Class B Rule 144A
Global Note, as applicable.
(v) Each Offered Note will bear a legend to the following
effect, unless the Transferor and the Indenture Trustee determine
otherwise in accordance with applicable law:
"THIS 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 NOTE,
AGREES THAT THIS 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 NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUST
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
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 NOTE SHALL BE MADE TO ANY TRANSFEREE
UNLESS: (A) SUCH TRANSFEREE IS NOT, AND WILL NOT
20
ACQUIRE THE 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 ANY ENTITY DEEMED TO HOLD
PLAN ASSETS OF ANY OF THE FOREGOING BY REASON OF AN EMPLOYEE BENEFIT
PLAN'S OR PLAN'S INVESTMENT IN THE ENTITY (EACH, A "BENEFIT PLAN") OR
(B) THE ACQUISITION AND HOLDING OF THE NOTE BY SUCH TRANSFEREE ARE
ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER ▇▇▇▇ ▇▇-▇▇, ▇▇▇▇
▇▇-▇, ▇▇▇▇ ▇▇-▇▇, ▇▇▇▇ ▇▇-▇▇, ▇▇▇▇ 96-23 OR A SIMILAR EXEMPTION. EACH
PURCHASER OR TRANSFEREE OF A NOTE, BY ITS ACCEPTANCE OF SUCH NOTE, WILL
BE DEEMED TO HAVE MADE THE REPRESENTATION SET FORTH IN CLAUSE (A) OR
(B) ABOVE.
THE PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH HEREIN. ACCORDINGLY,
THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ON THE FACE HEREOF.
TRANSFERS OF THE 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 NOTE, SHALL BE DEEMED TO HAVE AGREED
TO TREAT THIS NOTE 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 Offered 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 Offered Notes on behalf of or with plan assets of any
Benefit Plan or (b) its acquisition and holding of the Offered Note are
eligible for the exemptive relief available under ▇▇▇▇ ▇▇-▇▇, ▇▇▇▇
▇▇-▇, ▇▇▇▇ ▇▇-▇▇, ▇▇▇▇ ▇▇-▇▇, ▇▇▇▇ 96-23 or a similar exemption. By its
acceptance of a Offered 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:
21
"THIS 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 Offered Notes, it
will not transfer or exchange any of the Offered Notes unless such
transfer or exchange is in accordance with the Indenture. The purchaser
understands that any purported transfer of any Offered 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 Noteholder for any purpose.
(h) In addition to the representations set forth in Section 2.03(g),
each 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 Offered Notes
to it is being made in reliance on the exemption from registration
provided by Regulation S and understands that the Offered Notes offered
in reliance on Regulation S will bear the appropriate legend set forth
in Exhibit A-1 or Exhibit A-2, as applicable, and be represented by one
or more Regulation S Global Notes. The Offered 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 Exhibit E as to compliance with the
transfer restrictions. The owner must inform a prospective transferee
of the transfer restrictions.
(i) Each transferee of a Class C Note 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 C Notes and to further represent and
agree as follows:
(i) before any interest in a 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
22
(ii) each prospective Holder of a Class C Note shall
represent to the Issuer, the Transferor, the Servicer and the Indenture
Trustee that the transferee is not a Benefit Plan Investor.
(j) Any purported transfer of a Series 2002-1 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) 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 2002-1 Note was consummated in compliance
with the provisions of this Section 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 2002-1 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 2002-1 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 2002-1 Note by such Holder.
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ARTICLE THREE
SERVICING FEE
Section 3.01. Servicing Fee.
(a) Servicing Compensation. The share of the Servicing Fee allocable to
the Series 2002-1 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 2002-1 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.
(b) Interchange. On or before each Determination Date, the Servicer
shall notify the Transferor of the amount of Interchange to be included as
Investor Finance Charge Collections with respect to the preceding Monthly Period
as determined pursuant to this Section. Such amount of Interchange shall be
equal to the product of (i) the amount of Interchange attributable to the
Accounts, as reasonably estimated by the Servicer, and (ii) the Investor
Percentage with regard to Finance Charge Receivables. On each Transfer Date, the
Transferor shall deposit into the Collection Account, in immediately available
funds, the amount of Interchange to be so included as Investor Finance Charge
Collections with respect to the preceding Monthly Period and such Interchange
shall be treated as a portion of Investor Finance Charge Collections for all
purposes of this Series 2002-1 Indenture Supplement, the Master Indenture and
the Transfer and Servicing Agreement.
24
ARTICLE FOUR
RIGHTS OF SERIES 2002-1 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 2002-1
pursuant to Article Eight of the Master 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 Section 4.03(a)(ix)) 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 Master Indenture and
payment of the purchase price for the Series 2002-1 Notes pursuant to Section
7.01 of this Series ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ Supplement.
(c) Allocations to the Series 2002-1 Noteholders. The Servicer shall,
prior to the close of business on any Deposit Date, allocate to the Series
2002-1 Noteholders the following amounts as set forth below:
(i) Allocations of Finance Charge Collections. The Servicer
shall allocate to the Series 2002-1 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 2002-1 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 aggregate amount of
Collections of Principal Receivables deposited in the
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Collection Account on such Deposit Date shall be allocated to
the Series 2002-1 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 2002-1 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 2002-1 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 2002-1 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 2002-1 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.
26
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 2002-1
Noteholders on the related Distribution Date, including, but not limited to, the
following amounts in respect of such Distribution Date and the related Monthly
Period (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.
(b) The Transferor may in its sole discretion increase the Class C Note
Interest Rate; provided, however, any increase resulting in a Class C Note
Interest Rate in excess of 9.0% 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 Master Indenture);
(ii) an amount equal to Class A Monthly Interest for such
Distribution Date, 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 on
such Distribution Date;
(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 one or more prior Distribution Dates, shall be
distributed to the Paying Agent for payment to Class B Noteholders on
such Distribution Date;
27
(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 Dates 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 2002-1 and acceleration of the maturity of the Series
2002-1 Notes, the balance, if any, up to the outstanding principal
amount of the Series 2002-1 Notes will be treated as Available
Principal Collections for that Distribution Date for distribution to
the Series 2002-1 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 Section 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) an amount equal to any Transition Expenses 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 8.07 of
the Master 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 Master 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 such Distribution Date into
the Principal Funding Account and any Available Principal Collections
remaining after the deposit of the Monthly Principal into the Principal
28
Funding Account shall be treated as Shared Principal Collections and
applied in accordance with Section 8.05 of the Master 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 (i) and (ii) 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 Master 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 (i) Class A Noteholders, the amounts deposited into the
Principal Funding Account pursuant to Section 4.03(d)(i) until the
Class A Notes are paid in full and then (ii) Class B Noteholders, any
remaining amounts deposited into the Principal Funding Account pursuant
to Section 4.03(d)(ii) until the Class B Notes are paid in full.
(f) The Controlled Accumulation Period is scheduled to
commence on August 1, 2006; provided, however, that, if the
Accumulation Period Length (determined as described below) is less than
eight 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 Length.
On the Determination Date immediately preceding the
29
July 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 2002-1 shall be
an Excess Allocation Series with respect to Group One only. Subject to Section
8.07 of the Master Indenture, Excess Finance Charge Collections with respect to
the Excess Allocation Series in Group One for any Distribution Date will be
allocated to Series 2002-1 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
2002-1 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 Master Indenture, Shared Principal Collections with respect to the Series in
Group One for any Distribution Date will be allocated to Series 2002-1 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
2002-1 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.
30
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 2002-1 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 2002-1 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 2002-1 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 Series
▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ 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 Series 2002-1 Indenture Supplement.
Section 4.09. Reserve Account.
(a) On or before the Reserve 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 Noteholders, a segregated trust account with the corporate trust
department of such Eligible Institution (the "Reserve Account"),
31
bearing a designation clearly indicating that the funds deposited therein are
held for the benefit of the Offered Noteholders. The Indenture 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 Offered 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 Series
▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ 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, Section 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 Series
▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ 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.
32
(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 instructions of the
Servicer, after the prior payment of all amounts owing to the Offered
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 Series ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ 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. 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.
33
ARTICLE FIVE
DELIVERY OF SERIES 2002-1 NOTES;
DISTRIBUTIONS; REPORTS TO SERIES 2002-1 NOTEHOLDERS
Section 5.01. Delivery and Payment for the Series 2002-1 Notes. The
Issuer shall execute and issue, and the Indenture Trustee shall authenticate,
the Series 2002-1 Notes in accordance with Section 2.03 of the Master Indenture.
The Indenture Trustee shall deliver the Series 2002-1 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 Master 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 Series 2002-1 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 Master 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 Series ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ 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 Master 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 Series 2002-1 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 Master Indenture and Section 7.01 of this Series
▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ Supplement.
(e) Except as provided in Section 11.02 of the Indenture with respect
to a final distribution, distributions to Series 2002-1 Noteholders hereunder
shall be made by (i) check mailed to each Series 2002-1 Noteholder (at such
Noteholder's address as it appears in the Note Register), except that with
respect to any Series 2002-1 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 2002-1 Note or the
making of any notation thereon.
Section 5.03. Reports and Statements to Series 2002-1 Noteholders.
(a) On each Distribution Date, the Paying Agent, on behalf of the
Indenture Trustee, shall forward to each Series 2002-1 Noteholder a statement
substantially in the form of Exhibit C prepared by the Servicer.
34
(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 2002-1 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 2002-1 Noteholder, a statement prepared by
the Servicer containing the information which is required to be contained in the
statement to Series 2002-1 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 2002-1 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 2002-1 Noteholders under paragraph (a) of this Section
and the statement required to be forwarded to the Series 2002-1 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
"▇▇▇.▇▇▇▇▇▇.▇▇▇" or at such other address as shall be specified by the Indenture
Trustee from time to time in writing to the Series 2002-1 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 for the
dissemination of information in accordance with this Agreement.
35
ARTICLE SIX
SERIES 2002-1 PAY OUT EVENTS
Section 6.01. Series 2002-1 Pay Out Events. If any one of the following
events shall occur with respect to the Series 2002-1 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 Master Indenture or this
Series ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ 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 Master Indenture or this Series ▇▇▇▇-▇
▇▇▇▇▇▇▇▇▇ Supplement, which failure has a material adverse effect on
the Series 2002-1 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 2002-1 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
2002-1 Notes and as a result of which the interests of the Series
2002-1 Noteholders are materially and adversely affected for such
period; provided, however, that a Series 2002-1 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 (including the failure of the
Account Owner to transfer the Receivables);
(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;
36
(f) the Offered Notes Principal Balance shall not be paid in
full on the Expected Final Principal Payment Date;
(g) an Insolvency Event occurs with respect to Nordstrom,
Inc., the Transferor (including any additional Transferor), the Bank,
any other Account Owner 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 or the Bank is unable for any reason to transfer Receivables
to the Trust in accordance with the Receivables Purchase 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 2002-1 and acceleration of the
maturity of the Series 2002-1 Notes pursuant to Section 5.03 of the
Master 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 2002-1 Notes evidencing at least 25%
of the aggregate unpaid principal amount of Series 2002-1 Notes by notice then
given in writing to the Transferor and the Servicer (and to the Indenture
Trustee if given by the Series 2002-1 Noteholders) may declare that a "Series
Pay Out Event" with respect to Series 2002-1 (a "Series 2002-1 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 2002-1
Pay Out Event shall occur without any notice or other action on the part of the
Indenture Trustee or the Series 2002-1 Noteholders immediately upon the
occurrence of such event.
37
ARTICLE SEVEN
REDEMPTION OF SERIES 2002-1 NOTES; FINAL DISTRIBUTIONS; SERIES TERMINATION
Section 7.01. Optional Redemption of Series 2002-1 Notes; Final
Distributions.
(a) On any day occurring on or after the date on which the outstanding
principal balance of the Series 2002-1 Notes is reduced to 10% or less of the
initial Note Principal Balance, the Servicer shall have the option to redeem the
Series 2002-1 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 2002-1
shall be reduced to zero and the Series 2002-1 Noteholders shall have no further
security interest in the Receivables. The Reassignment Amount shall be
distributed as set forth in Section 7.01(d).
(c) (i) The amount to be paid by the Transferor with respect
to Series 2002-1 in connection with 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.
(ii) The amount to be paid by the Transferor with
respect to Series 2002-1 in connection with 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
(d) 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
38
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 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.
(e) Notwithstanding anything to the contrary in this Series 2002-1
Indenture Supplement, the Master Indenture or the Transfer and Servicing
Agreement, all amounts distributed to the Paying Agent pursuant to Section
7.01(d) for payment to the Series 2002-1 Noteholders shall be deemed distributed
in full to the Series 2002-1 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 Master Indenture.
Section 7.02. Series Termination. On the Series 2002-1 Final Maturity
Date, the right of the Series 2002-1 Noteholders to receive payments from the
Issuer will be limited solely to the right to receive payments pursuant to
Section 5.05 of the Master Indenture.
39
ARTICLE EIGHT
MISCELLANEOUS PROVISIONS
Section 8.01. Ratification of Master Indenture; Amendments. As
supplemented by this Series ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ Supplement, the Master Indenture is
in all respects ratified and confirmed and the Master Indenture as so
supplemented by this Series ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ Supplement shall be read, taken and
construed as one and the same instrument. This Series ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇
Supplement may be amended only by an Indenture Supplement entered into in
accordance with the terms of Section 10.01 or 10.02 of the Master Indenture. For
purpose of the application of Section 10.02 to any amendment of this Series
▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ Supplement, the Series 2002-1 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 Series
▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ 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 Series ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ 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 SERIES 2002-1 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 Company, 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.
40
IN WITNESS WHEREOF, the undersigned have caused this Series ▇▇▇▇-▇
▇▇▇▇▇▇▇▇▇ Supplement to be duly executed and delivered by their respective duly
authorized officers on the day and year first above written.
NORDSTROM CREDIT CARD MASTER NOTE TRUST,
as Issuer
By: WILMINGTON TRUST COMPANY,
not in its individual capacity
but solely as Owner Trustee
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice-President
▇▇▇▇▇ FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION,
as Indenture Trustee
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Assistant Vice-President
Acknowledged and Accepted:
NORDSTROM CREDIT CARD RECEIVABLES LLC,
as Transferor
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President
NORDSTROM fsb,
as Servicer
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President
EXHIBIT A-1
FORM OF SERIES 2002-1 FLOATING RATE
ASSET BACKED NOTE, CLASS A
[REGULATION S GLOBAL NOTE]
[RULE 144A GLOBAL NOTE]
THIS 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 NOTE, AGREES THAT THIS 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 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 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 NOTE SHALL BE MADE TO ANY TRANSFEREE
UNLESS: (A) SUCH TRANSFEREE IS NOT, AND WILL NOT ACQUIRE THE 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 ANY ENTITY DEEMED TO HOLD PLAN
ASSETS OF ANY OF THE FOREGOING BY REASON OF AN EMPLOYEE
A-1-1
BENEFIT PLAN'S OR PLAN'S INVESTMENT IN THE ENTITY (EACH, A "BENEFIT PLAN") OR
(B) THE ACQUISITION AND HOLDING OF THE NOTE BY SUCH TRANSFEREE ARE ELIGIBLE FOR
THE EXEMPTIVE RELIEF AVAILABLE UNDER ▇▇▇▇ ▇▇-▇▇, ▇▇▇▇ ▇▇-▇, ▇▇▇▇ ▇▇-▇▇, ▇▇▇▇
▇▇-▇▇, ▇▇▇▇ 96-23 OR A SIMILAR EXEMPTION. EACH PURCHASER OR TRANSFEREE OF A
NOTE, BY ITS ACCEPTANCE OF SUCH NOTE, WILL BE DEEMED TO HAVE MADE THE
REPRESENTATION SET FORTH IN CLAUSE (A) OR (B) ABOVE.
THE PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH HEREIN. ACCORDINGLY,
THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE
AMOUNT SHOWN ON THE FACE HEREOF.
TRANSFERS OF THE 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 NOTE, SHALL BE DEEMED TO HAVE AGREED
TO TREAT THE 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 $176,900,000
[CUSIP NO. ___________]
[CUSIP NO. ___________]
Class A Note Rate: One-Month LIBOR plus 0.27%
NORDSTROM CREDIT CARD MASTER NOTE TRUST
SERIES 2002-1 FLOATING RATE ASSET BACKED NOTE, CLASS A
Nordstrom 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 April 1, 2002 (the "Trust Agreement"), between Nordstrom
Credit Card Receivables LLC, as transferor (the "Transferor"), and Wilmington
Trust Company, as owner trustee (the "Owner Trustee"), for value received,
hereby promises to pay to DTC, or its registered assigns, subject to the
following provisions, the principal sum of ONE HUNDRED SEVENTY-SIX MILLION NINE
HUNDRED THOUSAND DOLLARS, or such greater or lesser amount as determined in
A-1-2
accordance with the Indenture, on the Series 2002-1 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 October 13, 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 One-Month LIBOR plus 0.27% 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 preceding Distribution Date (or in the case of the initial Distribution
Date, the Closing Date) to but excluding the current Distribution Date. Interest
will be computed on the basis of the actual number of days in such Interest
Period and a 360-day year. Principal of this Note shall be paid in the manner
specified on the reverse hereof.
"LIBOR Determination Date" means two London Business Day prior to the
Closing Date with respect to the first Distribution Date and, as to each
subsequent Distribution Date, two London Business Days prior to the immediately
preceding Distribution Date.
"London Business Day" means any day other than a Saturday, Sunday or a
day on which banking institutions in London, England, are authorized or
obligated by law or government decree to be closed.
"One-Month LIBOR" means, with respect to any Interest Period, the
London interbank offered rate for deposits in U.S. dollars having a maturity of
one month commencing on the related LIBOR Determination Date which appears on
Telerate Page 3750, or such other source as is customarily used to quote LIBOR,
as of 11:00 a.m., London time, on such LIBOR Determination Date. If the rates
used to determine LIBOR do not appear on the Telerate Page 3750, or such other
source as is customarily used to quote LIBOR, the rates for that day will be
determined on the basis of the rates at which deposits in U.S. dollars, having a
maturity of one month and in a principal amount of not less than U.S. $1,000,000
are offered at approximately 11:00 a.m., London time, on such LIBOR
Determination Date to prime banks in the London interbank market by the
reference banks. The Indenture Trustee will request the principal London office
of each of such reference banks to provide a quotation of its rate. If at least
two such quotations are provided, the rate for that day will be the arithmetic
mean to the nearest 1/100,000 of 1% (0.0000001), with five one-millionths of a
percentage point rounded upward, of all such quotations. If fewer than two such
quotations are provided, the rate for that day will be the arithmetic mean to
the nearest 1/100,000 of 1% (0.0000001), with five one-millionths of a
percentage point rounded upward, of the offered per annum rates that one or more
leading banks in New York City, selected by the Indenture Trustee, are quoting
as of approximately 11:00 a.m., New York City time, on such LIBOR Determination
Date to leading European banks for United States dollar deposits for that
maturity; provided that if the banks selected as aforesaid are not quoting as
mentioned in this sentence, LIBOR in effect for the applicable Interest Period
will be LIBOR in effect for the previous interest period. The "Telerate Page
3750" is the display page named that on the Dow ▇▇▇▇▇ Telerate Services (or any
other page that replaces that page on that service for the purpose of displaying
comparable name of rates). The reference banks are the four major banks in the
London interbank market selected by the Indenture Trustee.
A-1-3
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 Master Indenture or the Series ▇▇▇▇-▇
▇▇▇▇▇▇▇▇▇ Supplement referred to on the reverse hereof, or be valid for any
purpose.
A-1-4
IN WITNESS WHEREOF, the Issuer has caused this Class A Note to be duly
executed.
NORDSTROM 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.
▇▇▇▇▇ FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION,
as Indenture Trustee
By:
-----------------------------------
Authorized Signatory
A-1-5
NORDSTROM CREDIT CARD MASTER NOTE TRUST
SERIES 2002-1 FLOATING RATE 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 Credit Card Master Note Trust, Series 2002-1
(the "Series 2002-1 Notes"), issued under a Master Indenture, dated as of April
1, 2002 (the "Master Indenture") between the Issuer and ▇▇▇▇▇ Fargo Bank
Minnesota, National Association, as indenture trustee (the "Indenture Trustee"),
as supplemented by the Series ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ Supplement, dated as of April 1,
2002 (the "Series 2002-1 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 Series 2002-1 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 Class A Note, agrees that it
will look solely to the property of the Trust allocated to the payment of this
Class A 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 Class A 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 $176,900,000. 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 April 2007
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.
A-1-6
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 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 Series ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ Supplement. Except as provided in the
Indenture with respect to a final distribution, distributions to Series 2002-1
Noteholders shall be made by (i) check mailed to each Series 2002-1 Noteholder
(at such Noteholder's address as it appears in the Note Register), except that
with respect to any Series 2002-1 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 2002-1 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 2002-1 Noteholders in accordance with the Indenture.
On any day occurring on or after the date on which the outstanding
principal balance of the Series 2002-1 Notes is reduced to 10% or less of the
initial Note Principal Balance, the Servicer shall have the option to redeem the
Series 2002-1 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
A-1-7
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, 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
Company, 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-1-8
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: ____________________ _____________________________________(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-1-9
SCHEDULE OF EXCHANGES IN GLOBAL SECURITY
The following exchanges of a part of this Global Security have been made:
Signature of
Amount of Amount of Principal Amount of authorized
Date of Exchange Decrease in Principal Increase in this Global Security officer of
Amount of this Principal Amount following such Trustee or
Global Security of this Global decrease (or increase) securities
Security Custodian
▇-▇-▇▇
▇▇▇▇▇▇▇ ▇-▇
FORM OF SERIES 2002-1 FLOATING RATE
ASSET BACKED NOTE, CLASS B
[REGULATION S GLOBAL NOTE]
[RULE 144A GLOBAL NOTE]
THIS 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 NOTE, AGREES THAT THIS 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 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 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 NOTE SHALL BE MADE TO ANY TRANSFEREE
UNLESS: (A) SUCH TRANSFEREE IS NOT, AND WILL NOT ACQUIRE THE 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 ANY ENTITY DEEMED TO HOLD PLAN
ASSETS OF ANY OF THE FOREGOING BY REASON OF AN EMPLOYEE
A-2-1
BENEFIT PLAN'S OR PLAN'S INVESTMENT IN THE ENTITY (EACH, A "BENEFIT PLAN") OR
(B) THE ACQUISITION AND HOLDING OF THE NOTE BY SUCH TRANSFEREE ARE ELIGIBLE FOR
THE EXEMPTIVE RELIEF AVAILABLE UNDER ▇▇▇▇ ▇▇-▇▇, ▇▇▇▇ ▇▇-▇, ▇▇▇▇ ▇▇-▇▇, ▇▇▇▇
▇▇-▇▇, ▇▇▇▇ 96-23 OR A SIMILAR EXEMPTION. EACH PURCHASER OR TRANSFEREE OF A
NOTE, BY ITS ACCEPTANCE OF SUCH NOTE, WILL BE DEEMED TO HAVE MADE THE
REPRESENTATION SET FORTH IN CLAUSE (A) OR (B) ABOVE.
THE PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH HEREIN. ACCORDINGLY,
THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE
AMOUNT SHOWN ON THE FACE HEREOF.
TRANSFERS OF THE 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 NOTE, SHALL BE DEEMED TO HAVE AGREED
TO TREAT THE 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 $23,100,000
[CUSIP NO. ___________]
[CUSIP NO. ___________]
Class B Note Rate: One-Month LIBOR plus 0.70%
NORDSTROM CREDIT CARD MASTER NOTE TRUST
SERIES 2002-1 FLOATING RATE ASSET BACKED NOTE, CLASS B
Nordstrom 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 April 1, 2002 (the "Trust Agreement"), between Nordstrom Credit Card
Receivables LLC, as transferor (the "Transferor"), and Wilmington Trust Company,
as owner trustee (the "Owner Trustee"), for value received, hereby promises to
pay to DTC, or its registered assigns, subject to the following provisions, the
principal sum of TWENTY THREE MILLION ONE HUNDRED THOUSAND DOLLARS, or such
greater or lesser amount as determined in accordance with the Indenture, on
A-2-2
the Series 2002-1 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 October 13, 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 One-Month LIBOR plus 0.70% 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 preceding Distribution Date
(or in the case of the initial Distribution Date, the Closing Date) to but
excluding the current Distribution Date. Interest will be computed on the basis
of the actual number of days in such Interest Period and a 360-day year.
Principal of this Note shall be paid in the manner specified on the reverse
hereof.
"LIBOR Determination Date" means two London Business Day prior to the
Closing Date with respect to the first Distribution Date and, as to each
subsequent Distribution Date, two London Business Days prior to the immediately
preceding Distribution Date.
"London Business Day" means any day other than a Saturday, Sunday or a
day on which banking institutions in London, England, are authorized or
obligated by law or government decree to be closed.
"One-Month LIBOR" means, with respect to any Interest Period, the
London interbank offered rate for deposits in U.S. dollars having a maturity of
one month commencing on the related LIBOR Determination Date which appears on
Telerate Page 3750, or such other source as is customarily used to quote LIBOR,
as of 11:00 a.m., London time, on such LIBOR Determination Date. If the rates
used to determine LIBOR do not appear on the Telerate Page 3750, or such other
source as is customarily used to quote LIBOR, the rates for that day will be
determined on the basis of the rates at which deposits in U.S. dollars, having a
maturity of one month and in a principal amount of not less than U.S. $1,000,000
are offered at approximately 11:00 a.m., London time, on such LIBOR
Determination Date to prime banks in the London interbank market by the
reference banks. The Indenture Trustee will request the principal London office
of each of such reference banks to provide a quotation of its rate. If at least
two such quotations are provided, the rate for that day will be the arithmetic
mean to the nearest 1/100,000 of 1% (0.0000001), with five one-millionths of a
percentage point rounded upward, of all such quotations. If fewer than two such
quotations are provided, the rate for that day will be the arithmetic mean to
the nearest 1/100,000 of 1% (0.0000001), with five one-millionths of a
percentage point rounded upward, of the offered per annum rates that one or more
leading banks in New York City, selected by the Indenture Trustee, are quoting
as of approximately 11:00 a.m., New York City time, on such LIBOR Determination
Date to leading European banks for United States dollar deposits for that
maturity; provided that if the banks selected as aforesaid are not quoting as
mentioned in this sentence, LIBOR in effect for the applicable Interest Period
will be LIBOR in effect for the previous interest period. The "Telerate Page
3750" is the display page named that on the Dow ▇▇▇▇▇ Telerate Services (or any
other page that replaces that page on that service for the purpose of displaying
comparable name of rates). The reference banks are the four major banks in the
London interbank market selected by the Indenture Trustee.
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-2-3
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 Master Indenture or the Series ▇▇▇▇-▇
▇▇▇▇▇▇▇▇▇ 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
PAYMENT ON THE CLASS A NOTES TO THE EXTENT SPECIFIED IN THE SERIES 2002-1
INDENTURE SUPPLEMENT.
A-2-4
IN WITNESS WHEREOF, the Issuer has caused this Class B Note to be duly
executed.
NORDSTROM 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 B Notes described in the within-mentioned
Indenture.
▇▇▇▇▇ FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION,
as Indenture Trustee
By:
----------------------------------
Authorized Signatory
A-2-5
NORDSTROM CREDIT CARD MASTER NOTE TRUST
SERIES 2002-1 FLOATING RATE 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 Credit Card Master Note Trust, Series 2002-1
(the "Series 2002-1 Notes"), issued under a Master Indenture, dated as of April
1, 2002 (the "Master Indenture"), between the Issuer and ▇▇▇▇▇ Fargo Bank
Minnesota, National Association, as indenture trustee (the "Indenture Trustee"),
as supplemented by the Series ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ Supplement, dated as of April 1,
2002 (the "Series 2002-1 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 Series 2002-1 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 Class B 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 $23,100,000. 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 Expected Final Principal Payment Date is the April 2007
Distribution Date, but principal with respect to the Class B 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 Class B
Notes will occur later than the Expected Final Principal Payment Date. Payments
of principal of the Class B 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.
A-2-6
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 2002-1 Noteholders
shall be made by (i) check mailed to each Series 2002-1 Noteholder (at such
Noteholder's address as it appears in the Note Register), except that with
respect to any Series 2002-1 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 2002-1 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 2002-1 Noteholders in accordance with the Indenture.
On any day occurring on or after the date on which the outstanding
principal balance of the Series 2002-1 Notes is reduced to 10% or less of the
initial Note Principal Balance, the Servicer shall have the option to redeem the
Series 2002-1 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
A-2-7
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, 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 Indenture Trustee nor any agent of the
Issuer, 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
Company, 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
SCHEDULE OF EXCHANGES IN GLOBAL SECURITY
The following exchanges of a part of this Global Security have been made:
Signature of
Amount of Amount of Principal Amount of authorized
Date of Exchange Decrease in Principal Increase in this Global Security officer of
Amount of this Principal Amount following such Trustee or
Global Security of this Global decrease (or increase) securities
Security Custodian
▇-▇-▇▇
▇▇▇▇▇▇▇ ▇-▇
FORM OF SERIES 2002-1
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 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 NOTE, AGREES THAT THIS 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.
THIS 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 AND GOVERNMENTAL 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 AN EMPLOYEE BENEFIT
PLAN'S OR PLAN'S INVESTMENT IN SUCH ENTITY.
THE PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH HEREIN. ACCORDINGLY,
THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE
AMOUNT SHOWN ON THE FACE HEREOF.
TRANSFERS OF THE NOTES MUST GENERALLY BE ACCOMPANIED BY APPROPRIATE TAX
TRANSFER DOCUMENTATION AND ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE
INDENTURE.
A-3-1
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.
$19,800,000
No. C-1
NORDSTROM CREDIT CARD MASTER NOTE TRUST
SERIES 2002-1 0.00% ASSET BACKED NOTE, CLASS C
Nordstrom 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 April 1, 2002 (the "Trust Agreement"), between
Nordstrom Credit Card Receivables LLC, as transferor (the "Transferor"), and
Wilmington Trust Company, as owner trustee, (the "Owner Trustee"), for value
received, hereby promises to pay to Nordstrom Credit Card Receivables LLC, or
registered assigns, subject to the following provisions, the principal sum of
NINETEEN MILLION EIGHT HUNDRED THOUSAND DOLLARS, or such greater or lesser
amount as determined in accordance with the Indenture, on the Series 2002-1
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 2007
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 the actual
number of days in such Interest Period and a 360-day year. Principal of this
Note shall be paid in the manner specified on the reverse hereof.
"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) of the Series 2002-1
Indenture Supplement.
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 Master Indenture or the Series ▇▇▇▇-▇
▇▇▇▇▇▇▇▇▇ Supplement referred to on the reverse hereof, or be valid for any
purpose.
A-3-2
THIS CLASS C NOTE IS SUBORDINATED TO THE EXTENT NECESSARY TO FUND PAYMENTS
ON THE CLASS A NOTES AND THE CLASS B NOTES TO THE EXTENT SPECIFIED IN THE SERIES
2002-1 INDENTURE SUPPLEMENT.
A-3-3
IN WITNESS WHEREOF, the Issuer has caused this Class C Note to be duly
executed.
NORDSTROM 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.
▇▇▇▇▇ FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION,
as Indenture Trustee
By:
-------------------------------------------
Authorized Signatory
A-3-5
NORDSTROM CREDIT CARD MASTER NOTE TRUST
SERIES 2002-1 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 Credit Card Master Note Trust, Series 2002-1
(the "Series 2002-1 Notes"), issued under a Master Indenture, dated as of April
1, 2002 (the "Master Indenture"), between the Issuer and ▇▇▇▇▇ Fargo Bank
Minnesota, National Association, as indenture trustee (the "Indenture Trustee"),
as supplemented by the Series ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ Supplement, dated as of April 1,
2002 (the "Series 2002-1 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 Series 2002-1 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 $19,800,000. 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 2002-1 Noteholders
shall be made by (i) check mailed to each Series 2002-1 Noteholder (at such
Noteholder's address as it appears in the Note Register), except that with
respect to any Series 2002-1 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 2002-1 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 2002-1 Noteholders in accordance with the Indenture.
On any day occurring on or after the date on which the outstanding
principal balance of the Series 2002-1 Notes is reduced to 10% or less of the
initial Note Principal Balance, the Servicer shall have the option to redeem the
Series 2002-1 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 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 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
Company, 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 CREDIT CARD MASTER NOTE TRUST
SERIES 2002-1
The undersigned, a duly authorized representative of Nordstrom fsb, as
Servicer (the "Servicer") pursuant to the Transfer and Servicing Agreement,
dated as of April 1, 2002 (as amended and supplemented, the "Transfer and
Servicing Agreement"), among the Servicer, Nordstrom Credit Card Receivables
LLC, as Transferor, Nordstrom Credit Card Master Note Trust (the "Trust"), and
▇▇▇▇▇ Fargo Bank Minnesota, National Association, as owner trustee, 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 April 1, 2002 (the "Master Indenture"), between the Trust
and ▇▇▇▇▇ Fargo Bank Minnesota, National Association, as indenture trustee (the
"Indenture Trustee") as supplemented by the Series ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ Supplement,
dated as of April 1, 2002, between the Trust and the Indenture Trustee (as
amended and supplemented, the "Series ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ 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 Series ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ 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 Series ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ 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 $__________
B-2
(G) Pursuant to Section 4.03(a)(viii):
(1) An amount equal to the amount to be deposited in the
Reserve Account $__________
(H) Pursuant to Section 4.03(a)(ix):
(1) An amount equal to the Transition Expenses $__________
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 Series ▇▇▇▇-▇
▇▇▇▇▇▇▇▇▇ 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, Available
Principal Collections for such Distribution Date
deposited into the Principal Funding Account $__________
(C) Pursuant to Section 4.03(d)(i):
(1) During Early Amortization Period, Available Principal
Collections 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 Available
Principal Collections, 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
Available Principal Collections, to Class C Notes
until Class C Notes paid in full $__________
B-3
(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 Series
2002-1 Indenture Supplement, any Reallocated Principal Collections for such
Distribution Date in amount equal to $__________.
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 Series
2002-1 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,
as Servicer
By:
--------------------------------------
Name:
Title:
▇-▇
▇▇▇▇▇▇▇ ▇
▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ CREDIT CARD MASTER NOTE TRUST
SERIES 2002-1
Pursuant to the Master Indenture, dated as of April 1, 2002 (as amended,
supplemented or modified from time to time, the "Master Indenture"), between
Nordstrom Credit Card Master Note Trust (the "Trust") and Wilmington Trust
Company, as indenture trustee (the "Indenture Trustee"), as supplemented by the
Series ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ Supplement, dated as of April 1, 2002 (the "Series
2002-1 Indenture Supplement"), between the Trust and the Indenture Trustee,
Nordstrom fsb, as Servicer (the "Servicer") under the Transfer and Servicing
Agreement, dated as of April 1, 2002 (the "Transfer and Servicing Agreement"),
among Nordstrom Credit Card Receivables LLC, as Transferor, the Servicer, the
Trust and ▇▇▇▇▇ Fargo Bank Minnesota, National Association, as Indenture
Trustee, is required to prepare certain information each month regarding current
distributions to the Series 2002-1 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 Series 2002-1 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 $__________
C-1
(3) The amount of the distribution set forth in
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_ $_________
Interchange $_________
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: $_________
▇-▇
▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ --
▇▇▇ 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 2002-1 _________%
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 2002-1 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 CREDIT CARD MASTER NOTE TRUST
SERIES 2002-1
The undersigned, a duly authorized representative of Nordstrom fsb, as
Servicer (the "Servicer") pursuant to the Transfer and Servicing Agreement,
dated as of April 1, 2002 (as amended and supplemented, the "Transfer and
Servicing Agreement"), among the Servicer, Nordstrom Credit Card Receivables
LLC, as Transferor, Nordstrom Credit Card Master Note Trust (the "Trust") and
▇▇▇▇▇ Fargo Bank Minnesota, National Association, as Indenture Trustee (the
"Indenture Trustee"), 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 April 1, 2002
(as amended or supplemented, the "Master Indenture"), between
the Trust and the Indenture Trustee as supplemented by the
Series ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ Supplement, dated as of April 1, 2002,
between the Trust and the Indenture Trustee (as amended and
supplemented, the "Series 2002-1 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,
as 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
Series 2002-1 Indenture Supplement)
---------, ----
▇▇▇▇▇ Fargo Bank Minnesota, National Association,
as Indenture Trustee
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇-▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Corporate Trust, Asset Backed Securities
Re: Nordstrom Credit Card Master Note Trust, Series 2002-1, Class
A Notes and Class B Notes
Dear Sirs:
In connection with our proposed purchase of $__________ aggregate
principal amount of Asset Backed Notes, Class A (the "Class A Notes") and
$__________ aggregate principal amount of Asset Backed Notes, Class B (the
"Class B Notes", and together with the Class A Notes, the "Offered Notes"),
representing obligations of the Nordstrom 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 _______________ (collectively the
"Offering Circular"), relating to the Offered 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 Credit Card Receivables LLC, as Transferor, concerning the Servicer,
the Transferor 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 Offered
Notes. The Transferee represents that in making its investment decision to
acquire the Offered 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
E-1
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
Offered Notes.
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 Offered 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 Offered 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 Offered 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 Offered 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 Offered 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 Offered Notes offered in
reliance on Rule 144A will be represented by a Rule 144A Global Note.
6. Each Offered Note will bear a legend to the following effect, unless
the Transferor and the Indenture Trustee determine otherwise in accordance with
applicable law:
"THIS 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 NOTE, AGREES THAT THIS 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
E-2
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 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 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 NOTE SHALL BE MADE TO ANY
TRANSFEREE UNLESS: (A) SUCH TRANSFEREE IS NOT, AND WILL NOT
ACQUIRE THE 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 ANY ENTITY DEEMED
TO HOLD PLAN ASSETS OF ANY OF THE FOREGOING BY REASON OF AN
EMPLOYEE BENEFIT PLAN'S OR PLAN'S INVESTMENT IN THE ENTITY
(EACH, A "BENEFIT PLAN") OR (B) THE ACQUISITION AND HOLDING OF
THE NOTE BY SUCH TRANSFEREE ARE ELIGIBLE FOR THE EXEMPTIVE
RELIEF AVAILABLE UNDER ▇▇▇▇ ▇▇-▇▇, ▇▇▇▇ ▇▇-▇, ▇▇▇▇ ▇▇-▇▇, ▇▇▇▇
▇▇-▇▇, ▇▇▇▇ 96-23 OR A SIMILAR EXEMPTION. EACH PURCHASER OR
TRANSFEREE OF A NOTE, BY ITS ACCEPTANCE OF SUCH NOTE, WILL BE
DEEMED TO HAVE MADE THE REPRESENTATION SET FORTH IN CLAUSE (A)
OR (B) ABOVE.
E-3
THE PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH HEREIN.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT
ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.
TRANSFERS OF THE 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 NOTE, SHALL BE DEEMED TO
HAVE AGREED TO TREAT THE NOTE 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 Offered
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 or any
entity deemed to hold plan assets of any of the foregoing by reason of an
employee benefit plan's or plan's investment in the entity (each, a "Benefit
Plan") or (b) its acquisition and holding of the Offered Note are eligible for
the exemptive relief available under ▇▇▇▇ ▇▇-▇▇, ▇▇▇▇ ▇▇-▇, ▇▇▇▇ ▇▇-▇▇, ▇▇▇▇
▇▇-▇▇, ▇▇▇▇ 96-23 or a similar exemption. By its acceptance of an Offered 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 Offered Notes, it will not transfer or
exchange any of the Offered 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 Offered 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 an Offered Noteholder for any purpose.
The Transferee hereby irrevocably requests for you to arrange for
Offered Notes to be purchased by the Transferee and to be recorded on the books
of the Indenture Trustee as follows:
PRINCIPAL AMOUNT
OF OFFERED NOTES RECORDED IN NAME OF:
---------------- --------------------
E-4
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-5
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)
---------, ----
▇▇▇▇▇ Fargo Bank Minnesota, National Association,
as Indenture Trustee
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇-▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Corporate Trust, Asset Backed Securities
Re: Nordstrom Credit Card Master Note Trust, Series 2002-1, Class
A Notes and Class B Notes
Dear Sirs:
In connection with our proposed purchase of $__________ aggregate
principal amount of Asset Backed Notes, Class A (the "Class A Notes") and
$__________ aggregate principal amount of Asset Backed Notes, Class B (the
"Class B Notes", and together with the Class A Notes, the "Offered Notes"),
representing obligations of the Nordstrom 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 _______________ (collectively the
"Offering Circular"), relating to the Offered 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 Credit Card Receivables LLC, as Transferor, concerning the Servicer,
the Transferor 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 Offered
Notes. The Transferee represents that in making its investment decision to
acquire the Offered 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
F-1
of evaluating the merits and risks of an investment in the Offered 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 Offered Notes.
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
Offered Notes in an offshore transaction pursuant to Rule 903 or 904 under
Regulation S. The Transferee is purchasing the Offered 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 Offered 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 Offered 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 Offered 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 Offered Note will bear a legend to the following effect, unless
the Transferor and the Indenture Trustee determine otherwise in accordance with
applicable law:
"THIS 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 NOTE, AGREES THAT THIS 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
F-2
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 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 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 NOTE SHALL BE MADE TO ANY
TRANSFEREE UNLESS: (A) SUCH TRANSFEREE IS NOT, AND WILL NOT
ACQUIRE THE 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 ANY ENTITY DEEMED
TO HOLD PLAN ASSETS OF ANY OF THE FOREGOING BY REASON OF AN
EMPLOYEE BENEFIT PLAN'S OR PLAN'S INVESTMENT IN THE ENTITY
(EACH, A "BENEFIT PLAN") OR (B) THE ACQUISITION AND HOLDING OF
THE NOTE BY SUCH TRANSFEREE ARE ELIGIBLE FOR THE EXEMPTIVE
RELIEF AVAILABLE UNDER ▇▇▇▇ ▇▇-▇▇, ▇▇▇▇ ▇▇-▇, ▇▇▇▇ ▇▇-▇▇, ▇▇▇▇
▇▇-▇▇, ▇▇▇▇ 96-23 OR A SIMILAR EXEMPTION. EACH PURCHASER OR
TRANSFEREE OF A NOTE, BY ITS ACCEPTANCE OF SUCH NOTE, WILL BE
DEEMED TO HAVE MADE THE REPRESENTATION SET FORTH IN CLAUSE (A)
OR (B) ABOVE.
F-3
THE PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH HEREIN.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT
ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.
TRANSFERS OF THE 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 NOTE, SHALL BE DEEMED TO
HAVE AGREED TO TREAT THE NOTE AS DEBT SOLELY OF THE TRUST FOR
UNITED STATES FEDERAL, STATE AND LOCAL INCOME, SINGLE BUSINESS
AND FRANCHISE TAX PURPOSES."
7. The Transferee is not acquiring and will not acquire the Class C
Notes on behalf of or with plan assets of any "employee benefit plan", as
defined in Section 3(3) of ERISA, whether or not subject to ERISA (including,
without limitation, foreign and governmental plans), any "plan" of the Internal
Revenue Code or any entity deemed to include plan assets of any of the foregoing
by reason of an employee benefit plan's or plan's investment in the entity
(each, a "Benefit Plan").
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 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 Offered Notes, it will not transfer or
exchange any of the Offered 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 Offered Note (or any interest
therein) in contravention of any of the restrictions and conditions in the
Indenture and the
F-4
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 Offered
Noteholder for any purpose.
The Transferee hereby irrevocably requests for you to arrange for
Offered Notes to be purchased by the Transferee and to be recorded on the books
of the Indenture Trustee as follows:
PRINCIPAL AMOUNT
OF OFFERED 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:
F-5
EXHIBIT G
FORM OF TRANSFER CERTIFICATE
FOR INITIAL AND SUBSEQUENT TRANSFER OF A CLASS C NOTE
(Transfer pursuant to Section 2.03(f)(i) of the Indenture Supplement)
---------, ----
▇▇▇▇▇ Fargo Bank Minnesota, National Association,
as Indenture Trustee
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇-▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Corporate Trust, Asset Backed Securities
Re: Nordstrom Credit Card Master Note Trust, Series 2002-1, Class
C Notes
Dear Sirs:
In connection with our proposed purchase of $__________ aggregate
principal amount of Asset Backed Notes, Class C (the "Class C Notes"),
representing obligations of the Nordstrom 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 April 1, 2002, as the same may be
amended, supplemented or otherwise modified from time to time (collectively, the
"Indenture"), relating to the 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 Credit Card Receivables
LLC, as Transferor, concerning the Servicer, the Transferor 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 C Notes. The Transferee represents that
in making its investment decision to acquire the 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, 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 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 C Notes.
G-1
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 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 C Notes in an offshore transaction
pursuant to Regulation S. The Transferee is purchasing the 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 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 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 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 C Notes offered in
reliance on Rule 144A will be represented by a Rule 144A Global Note.
6. Each 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 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
G-2
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 AND GOVERNMENTAL 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 C NOTE IS PAYABLE AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS
CLASS C NOTE AT ANY TIME
G-3
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."
7. The Transferee is not acquiring and will not acquire the Class
C Notes on behalf of or with plan assets of any "employee benefit plan", as
defined in Section 3(3) of ERISA, whether or not subject to ERISA (including,
without limitation, foreign and governmental plans), any "plan" of the Internal
Revenue Code or any entity deemed to include plan assets of any of the foregoing
by reason of an employee benefit plan's or plan's investment in the entity
(each, a "Benefit Plan").
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 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 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 C Notes, it will not transfer or
exchange any of the 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 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 C Noteholder for any purpose.
The Transferee hereby irrevocably requests for you to arrange for Class
C Notes to be purchased by the Transferee and to be recorded on the books of the
Indenture Trustee as follows:
G-4
PRINCIPAL AMOUNT
OF 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
▇▇▇▇▇ Fargo Bank Minnesota,
National Association
Sixth Street and Marquette Avenue
MAC N9311-161
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Corporate Trust Services - Asset-Backed Administration
Nordstrom Credit Card Master Note Trust
In accordance with Section 5.03(e) of the Series ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇
Supplement (the "Series 2002-1 Indenture Supplement"), with respect to the
Series 2002-1 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.
H-1
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.
________________________________
Beneficial Owner
By: ________________________
Title: ________________________
Company: _______________________
Phone: _________________________
H-2