Exhibit 10.1
AMENDMENT NO. 6
TO
NOTE PURCHASE AGREEMENT
THIS AMENDMENT NO. 6, dated as of February 25, 2005 (this "Amendment
No. 6") amends the Note Purchase Agreement, dated as of December 4, 2001 (as
amended, restated, supplemented or otherwise modified, the "Note Purchase
Agreement") among Nordstrom Private Label Receivables LLC, as Transferor (the
"Transferor"), Nordstrom, fsb, as Servicer (the "Servicer"), Falcon Asset
Securitization Corporation, as the Conduit Purchaser (the "Conduit Purchaser"),
JPMorgan Chase Bank, N.A., as Agent for the Purchasers (in such capacity, the
"Agent") and JPMorgan Chase Bank, N.A., as a Committed Purchaser (the "Committed
Purchaser").
WHEREAS, the Transferor, the Servicer, the Conduit Purchaser, the
Agent and the Committed Purchaser entered into the Note Purchase Agreement in
connection with the issuance of certain variable funding notes specified
therein; and
WHEREAS, Section 11.01 of the Note Purchase Agreement permits the
Note Purchase Agreement to be amended from time to time pursuant to the
conditions set forth therein; and
WHEREAS, the parties hereto wish to amend the Note Purchase
Agreement as set forth herein;
NOW THEREFORE, in consideration of the above premises and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Capitalized terms used herein and not otherwise defined shall
have the meanings ascribed thereto in the Note Purchase Agreement, the Transfer
and Servicing Agreement or the Indenture Supplement (each as defined in Section
1.01 of the Note Purchase Agreement).
2. Amendment of Definition of Purchase Expiration Date. The
definition of the term "Purchase Expiration Date" contained in Section 1.01 of
the Note Purchase Agreement is hereby amended by deleting the date "February 25,
2005" where it appears and substituting therefor the date "February 24, 2006."
3. Except as otherwise set forth herein, the Note Purchase Agreement
shall continue in full force and effect in accordance with its terms.
4. This Amendment No. 6 may be executed in one or more counterparts,
each of which, when so executed, shall be deemed an original; such counterparts,
together, shall constitute one and the same agreement.
IN WITNESS WHEREOF, the parties have caused this Amendment No. 6 to
be executed by their respective officers thereunto duly authorized, as of the
date first above written.
NORDSTROM PRIVATE LABEL RECEIVABLES LLC,
as Transferor
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President
NORDSTROM FSB,
as Servicer
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Senior Vice President
and Treasurer
FALCON ASSET SECURITIZATION CORPORATION
as Conduit Purchaser
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Authorized Signatory
JPMORGAN CHASE BANK, N.A.,
as Agent
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President
JPMORGAN CHASE BANK, N.A.,
as a Committed Purchaser
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President
Purchase Percentage: 100%
AMENDMENT NO. 7
TO
NOTE PURCHASE AGREEMENT
THIS AMENDMENT NO. 7, dated as of February 24, 2006 (this "Amendment
No. 7") amends the Note Purchase Agreement, dated as of December 4, 2001 (as
amended, restated, supplemented or otherwise modified, the "Note Purchase
Agreement") among Nordstrom Private Label Receivables LLC, as Transferor (the
"Transferor"), Nordstrom, fsb, as Servicer (the "Servicer"), Falcon Asset
Securitization Corporation, as the Conduit Purchaser (the "Conduit Purchaser"),
JPMorgan Chase Bank, N.A. (as successor in interest to Bank One, NA), as Agent
for the Purchasers (in such capacity, the "Agent") and as a Committed Purchaser
(the "Committed Purchaser").
WHEREAS, the Transferor, the Servicer, the Conduit Purchaser, the
Agent and the Committed Purchaser entered into the Note Purchase Agreement in
connection with the issuance of certain variable funding notes specified
therein; and
WHEREAS, Section 11.01 of the Note Purchase Agreement permits the
Note Purchase Agreement to be amended from time to time pursuant to the
conditions set forth therein; and
WHEREAS, the parties hereto wish to amend the Note Purchase
Agreement as set forth herein;
NOW THEREFORE, in consideration of the above premises and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
5. Capitalized terms used herein and not otherwise defined shall
have the meanings ascribed thereto in the Note Purchase Agreement.
6. Amendment of Definition of Purchase Expiration Date. The
definition of the term "Purchase Expiration Date" contained in Section 1.01 of
the Note Purchase Agreement is hereby amended by deleting the date "February 24,
2006" where it appears therein and substituting therefor the date "February 23,
2007."
7. Except as otherwise set forth herein, the Note Purchase Agreement
shall continue in full force and effect in accordance with its terms.
8. This Amendment No. 7 may be executed in one or more counterparts,
each of which, when so executed, shall be deemed an original; such counterparts,
together, shall constitute one and the same agreement.
IN WITNESS WHEREOF, the parties have caused this Amendment No. 7 to
be executed by their respective officers thereunto duly authorized, as of the
date first above written.
NORDSTROM PRIVATE LABEL RECEIVABLES LLC,
as Transferor
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President
NORDSTROM FSB,
as Servicer
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Senior Vice President, Treasurer
and CFO
FALCON ASSET SECURITIZATION CORPORATION
By: JPMorgan Chase Bank, N.A. its
attorney-in-fact
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President
JPMORGAN CHASE BANK, N.A.,
as Agent
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President
JPMORGAN CHASE BANK, N.A.,
as a Committed Purchaser
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President
Purchase Percentage: 100%
AMENDMENT NO. 8
TO
NOTE PURCHASE AGREEMENT
THIS AMENDMENT NO. 8, dated as of June 26, 2006 (this "Amendment"),
amends the Note Purchase Agreement, dated as of December 4, 2001 (as amended,
restated, supplemented or otherwise modified, the "Note Purchase Agreement"),
among Nordstrom Private Label Receivables LLC, as Transferor (the "Transferor"),
Nordstrom, fsb, as Servicer (the "Servicer"), Falcon Asset Securitization
Corporation, as the Conduit Purchaser (the "Conduit Purchaser"), JPMorgan Chase
Bank, N.A. (as successor in interest to Bank One, NA), as Agent for the
Purchasers (in such capacity, the "Agent") and as a Committed Purchaser (the
"Committed Purchaser").
WHEREAS, the Transferor, the Servicer, the Conduit Purchaser, the
Agent and the Committed Purchaser entered into the Note Purchase Agreement in
connection with the issuance of certain variable funding notes specified
therein; and
WHEREAS, Section 11.01 of the Note Purchase Agreement permits the
Note Purchase Agreement to be amended from time to time pursuant to the
conditions set forth therein; and
WHEREAS, the parties hereto wish to amend the Note Purchase
Agreement as set forth herein;
NOW THEREFORE, in consideration of the above premises and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
9. Definitions. Capitalized terms used herein and not otherwise
defined shall have the meanings ascribed thereto in the Note Purchase Agreement.
10. Amendment of Note Purchase Agreement. The defined terms set
forth below as found in Section 1.01 of the Note Purchase Agreement shall be
amended as follows:
(a) "Class A Maximum Principal Balance" is amended by deleting the
amount "$150,000,000" where it appears therein and substituting therefor the
amount "$450,000,000".
(b) "Class A Note" is amended by deleting the amount "$150,000,000"
where it appears therein and substituting therefor the amount "$450,000,000".
(c) "Class B Note" is amended by deleting the amount "$27,300,000"
where it appears therein and substituting therefor the amount "$61,363,636.36".
11. Representations and Warranties. In order to induce the parties
hereto to enter into this Amendment, each of the Transferor and the Servicer
represents and warrants to the Purchasers and the Agent as set forth in this
Section 3:
(a) The execution, delivery and performance by such party of this
Amendment are within its powers, have been duly authorized by all necessary
action, and do not: (i) contravene its organizational documents; or (ii)
contravene any contractual restriction, law or governmental regulation or court
decree or order binding on or affecting it;
(b) This Amendment constitutes the legal, valid and binding
obligation of such party enforceable against such party in accordance with its
terms, subject to applicable bankruptcy, insolvency and similar laws affecting
creditors' rights and general equitable principles; and
(c) no Pay Out Event or event that, after the giving of notice or
the lapse of time, would constitute a Pay Out Event, has occurred and is
continuing.
12. Effectiveness. This Amendment shall become effective as of the
date first written above (the "Amendment Effective Date"); provided that (a)
each of the parties to the Note Purchase Agreement shall have executed a
counterpart of this Amendment and (b) each of the representations and warranties
in Section 3 hereof shall be true and correct and all of the representations and
warranties of the Transferor and the Servicer set forth in the Series Documents
and the Note Purchase Agreement shall be true and correct as though made on the
Amendment Effective Date (except that representations and warranties set forth
in Sections 2.04(a)(ii), (vi), (vii) and (viii) of the Transfer and Servicing
Agreement shall be deemed to be made only as of the applicable date specified in
such sections).
13. Binding Effect; Ratification.
(a) The Note Purchase Agreement, as amended hereby, remains in full
force and effect. Any reference to the Note Purchase Agreement from and after
the date hereof shall be deemed to refer to the Note Purchase Agreement as
amended hereby, unless otherwise expressly stated.
(b) Except as expressly amended hereby, the Note Purchase Agreement
shall remain in full force and effect and is hereby ratified and confirmed by
the parties hereto.
14. Waiver of Advance Notice Time Period. The Agent and the Conduit
Purchaser hereby waive any advance notice required under Section 2.05(b) of the
Note Purchase Agreement.
15. Miscellaneous.
(a) THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS CONFLICT OF LAWS PROVISIONS, AND
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.
(b) Headings used herein are for convenience of reference only and
shall not affect the meaning of this Amendment or any provision hereof.
(c) This Amendment may be executed in any number of counterparts,
and by the parties hereto on separate counterparts, each of which when executed
and delivered shall be deemed to be an original and all of which taken together
shall constitute one and the same agreement.
(d) Executed counterparts of this Amendment may be delivered
electronically.
IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.
NORDSTROM PRIVATE LABEL RECEIVABLES LLC,
as Transferor
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Treasurer
NORDSTROM FSB,
as Servicer
By: /s/ ▇▇▇ ▇▇▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇ ▇▇▇▇▇▇▇▇
Title: President
FALCON ASSET SECURITIZATION CORPORATION
By: JPMorgan Chase Bank, N.A., its
attorney-in-fact
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President
JPMORGAN CHASE BANK, N.A.,
as Agent
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President
JPMORGAN CHASE BANK, N.A.,
as a Committed Purchaser
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President
Purchase Percentage: 100%
AMENDMENT NO. 9
TO
NOTE PURCHASE AGREEMENT
THIS AMENDMENT NO. 9, dated as of October 10, 2006 (this
"Amendment"), amends the Note Purchase Agreement, dated as of December 4, 2001
(as amended, restated, supplemented or otherwise modified, the "Note Purchase
Agreement"), among Nordstrom Private Label Receivables LLC, as Transferor (the
"Transferor"), Nordstrom, fsb, as Servicer (the "Servicer"), Falcon Asset
SECURITIZATION company llc (formerly Falcon Asset Securitization Corporation),
as the Conduit Purchaser (the "Conduit Purchaser"), JPMorgan Chase Bank, N.A.
(as successor in interest to Bank One, NA), as Agent for the Purchasers (in such
capacity, the "Agent") and as a Committed Purchaser (the "Committed Purchaser").
WHEREAS, the Transferor, the Servicer, the Conduit Purchaser, the
Agent and the Committed Purchaser entered into the Note Purchase Agreement in
connection with the issuance of certain variable funding notes specified
therein; and
WHEREAS, Section 11.01 of the Note Purchase Agreement permits the
Note Purchase Agreement to be amended from time to time pursuant to the
conditions set forth therein; and
WHEREAS, the parties hereto wish to amend the Note Purchase
Agreement as set forth herein;
NOW THEREFORE, in consideration of the above premises and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
16. Definitions. Capitalized terms used herein and not otherwise
defined shall have the meanings ascribed thereto in the Note Purchase Agreement.
17. Amendment of Note Purchase Agreement. The defined terms set
forth below as found in Section 1.01 of the Note Purchase Agreement shall be
amended as follows:
(d) "Class A Maximum Principal Balance" is amended by deleting the
amount "$450,000,000" where it appears therein and substituting therefor the
amount "$600,000,000".
(e) "Class A Note" is amended by deleting the amount "$450,000,000"
where it appears therein and substituting therefor the amount "$600,000,000".
(f) "Class B Note" is amended by deleting the amount
"$61,363,636.36" where it appears therein and substituting therefor the amount
"$81,840,000".
18. Representations and Warranties. In order to induce the parties
hereto to enter into this Amendment, each of the Transferor and the Servicer
represents and warrants to the Purchasers and the Agent as set forth in this
Section 3:
(a) The execution, delivery and performance by such party of this
Amendment are within its powers, have been duly authorized by all necessary
action, and do not: (i) contravene its organizational documents; or (ii)
contravene any contractual restriction, law or governmental regulation or court
decree or order binding on or affecting it;
(b) This Amendment constitutes the legal, valid and binding
obligation of such party enforceable against such party in accordance with its
terms, subject to applicable bankruptcy, insolvency and similar laws affecting
creditors' rights and general equitable principles; and
(c) no Pay Out Event or event that, after the giving of notice or
the lapse of time, would constitute a Pay Out Event, has occurred and is
continuing.
19. Effectiveness. This Amendment shall become effective as of the
date first written above (the "Amendment Effective Date"); provided that (a)
each of the parties to the Note Purchase Agreement shall have executed a
counterpart of this Amendment and (b) each of the representations and warranties
in Section 3 hereof shall be true and correct and all of the representations and
warranties of the Transferor and the Servicer set forth in the Series Documents
and the Note Purchase Agreement shall be true and correct as though made on the
Amendment Effective Date (except that representations and warranties set forth
in Sections 2.04(a)(ii), (vi), (vii) and (viii) of the Transfer and Servicing
Agreement shall be deemed to be made only as of the applicable date specified in
such sections).
20. Binding Effect; Ratification.
(a) The Note Purchase Agreement, as amended hereby, remains in full
force and effect. Any reference to the Note Purchase Agreement from and after
the date hereof shall be deemed to refer to the Note Purchase Agreement as
amended hereby, unless otherwise expressly stated.
(b) Except as expressly amended hereby, the Note Purchase Agreement
shall remain in full force and effect and is hereby ratified and confirmed by
the parties hereto.
21. Waiver of Advance Notice Time Period. The Agent and the Conduit
Purchaser hereby waive any advance notice required under Section 2.05(b) of the
Note Purchase Agreement.
22. Miscellaneous.
(a) THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS CONFLICT OF LAWS PROVISIONS, AND
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.
(b) Headings used herein are for convenience of reference only and
shall not affect the meaning of this Amendment or any provision hereof.
(c) This Amendment may be executed in any number of counterparts,
and by the parties hereto on separate counterparts, each of which when executed
and delivered shall be deemed to be an original and all of which taken together
shall constitute one and the same agreement.
(d) Executed counterparts of this Amendment may be delivered
electronically.
IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.
NORDSTROM PRIVATE LABEL RECEIVABLES LLC,
as Transferor
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Treasurer
NORDSTROM FSB,
as Servicer
By: /s/ ▇▇▇ ▇▇▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇ ▇▇▇▇▇▇▇▇
Title: President
FALCON ASSET SECURITIZATION COMPANY LLC
By: JPMorgan Chase Bank, N.A., its
attorney-in-fact
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President
JPMORGAN CHASE BANK, N.A.,
as Agent
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President
JPMORGAN CHASE BANK, N.A.,
as a Committed Purchaser
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President
Purchase Percentage: 100%