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FIRST AMENDMENT TO MASTER POOLING AND SERVICING AGREEMENT
This FIRST AMENDMENT TO MASTER POOLING AND SERVICING AGREEMENT
(this "Amendment"), dated as of March 1, 2000, is entered into by and
between NORDSTROM fsb, a federal savings bank with its main office at 7320
East Butherus Drive, Suite 100, Scottsdale, AZ 85260 and the successor in
interest to Nordstrom National Credit Bank ("NNCB"), as Transferor and
Servicer (together with its successors and permitted assigns, "Nordstrom
fsb") and WELLS FARGO BANK WEST, N.A., successor to Norwest Bank Colorado,
National Association, a national banking association, with its main office
at 1740 Broadway, Denver CO 80274, as trustee (together with its successors
in trust thereunder as provided in the Agreement referred to below, the
"Trustee").
WHEREAS, NNCB and the Trustee have entered into a Master Pooling
and Servicing Agreement, dated as of August 14, 1996 (the "Master Pooling
and Servicing Agreement"), as supplemented by the Supplemental Agreement to
Assume Obligations dated May 28, 1999, and NNCB, the Trustee and Nordstrom
Credit, Inc. have entered into a Series 1996-A Supplement dated as of August
14, 1996, (the "Supplement" and together with the Master Pooling and
Servicing Agreement, the "Agreement") providing for the issuance by the
Nordstrom Credit Card Master Trust (the "Trust") of two (2) classes of
certificates (collectively, the "Series 1996-A Certificates");
WHEREAS, effective March 1, 2000, NNCB has ceased operation under a
national bank charter, and has simultaneously transferred all its assets
pursuant to a plan of conversion to an entity governed by a federal savings
bank charter issued by the Office of Thrift Supervision and has changed its
name from Nordstrom National Credit Bank to Nordstrom fsb, whereupon
Nordstrom fsb immediately resumed the operations that NNCB had ceased to
perform;
WHEREAS, the parties desire to amend the Master Pooling and
Servicing Agreement to reflect such charter and name changes;
WHEREAS, this Amendment is entered into pursuant to Section 13. 1
(b) of the Master Pooling and Servicing Agreement;
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WHEREAS, each Series 1996-A Certificateholder is consenting to this
Amendment as evidenced by its signature on the signature pages hereto;
WHEREAS, the Series 1996-A Certificates are not rated by any Rating
Agency and such Series 1996-A Certificates represent all interests in the
Trust and as a result no confirmation of any rating need be obtained in
connection herewith; and
WHEREAS, all other conditions precedent to the execution of this
Amendment have been complied with.
NOW THEREFORE, Nordstrom fsb and the Trustee are executing and
delivering this Amendment in order to amend the provisions of the Master
Pooling and Servicing Agreement in the manner set forth below.
Section 1. Except as otherwise specifically set forth herein,
capitalized terms used herein as defined terms but not defined herein shall
have the meanings assigned to them in the Master Pooling and Servicing
Agreement.
Section 2. Assumption . Pursuant to Section 7.2 and 8.2 of the
Master Pooling and Servicing Agreement, Nordstrom fsb hereby assumes the
performance of every covenant and obligation of the Transferor under the
Master Pooling and Servicing Agreement and shall benefit from all the rights
granted to the Transferor under the Master Pooling and Servicing Agreement.
Section 3. Amendments.
3.1 Section 1. 1 of the Master Pooling and Servicing
Agreement is hereby amended by changing the definition of "Servicer" to read
as follows:
"Servicer" shall mean Nordstrom fsb, a federal savings bank, and
its permitted successors and assigns, and thereafter any Person
appointed as successor as herein provided to service the
Receivables.
3.2 Section 1. 1 of the Master Pooling and Servicing
Agreement is hereby amended by changing the definition of "Transferor" to
read as follows:
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"Transferor" shall mean Nordstrom fsb, a federal savings bank,
as transferor of the receivables, and its permitted successors
and assigns.
3.3 Section 2.3(i) of the Master Pooling and Servicing
Agreement is hereby amended by substituting the words "federal
savings bank" for the words "national banking association".
3.4 Section 2.4(a)(i) of the Master Pooling and Servicing
Agreement is hereby amended by substituting the words "federal
savings banks" for the words "national banking associations".
3.5 Section 3.3(a) of the Master Pooling and Servicing
Agreement is hereby amended by substituting the words "federal savings bank"
for the words "national banking association".
3.6 Section 3.3(d) of the Master Pooling and Servicing
Agreement is hereby amended by substituting the words "federal savings
banks" for the words "national banking associations".
3.7 Section 13.5 of the Master Pooling and Servicing
Agreement is hereby amended by replacing the notice address of the
Transferor and the Servicer provided therein with the following: "Nordstrom
fsb, 7320 East Butherus Drive, Suite 100, Scottsdale, AZ 85260, Attention:
President, Telephone: (480) 596-3365, Telecopy: (480) 596-7923 with a copy
to: Nordstrom fsb, Colorado Service Center, 13531 East Caley Avenue,
Englewood, Colorado 80111, Attention: Senior Vice President & Treasurer,
Telephone: (303) 397-4780, Fax: (303) 397-4811".
Section 4. Consent to Conversion of Charter and Name Change. The
Trustee hereby consents to the conversion of Transferor's charter and to
Transferor's name change, as described in the above recitals, and further
consents and agrees that Nordstrom fsb is the permitted successor in
interest to NNCB for all purposes of the Master Pooling and Servicing
Agreement, and waives any prior notice requirements with respect to such
conversion and name change set forth in the Master Pooling and Servicing
Agreement.
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Section 5. Ratification of Series Supplement. As amended by this
Amendment, the Master Pooling and Servicing Agreement is in all respects
ratified and confirmed, and the Master Pooling and Servicing Agreement, as
so amended by this Amendment, shall be read, taken and construed as one and
the same instrument. This Amendment has been executed and delivered solely
for the purpose of providing for the assumption of obligations in Section 2
hereof, the amendments set forth in Section 3 hereof and the consent in
Section 4 hereof, and nothing herein expressed or implied shall constitute:
(i) an amendment supplement or other modification to any other term,
provision or condition contained in the Master Pooling and Servicing
Agreement; (ii) a waiver of any right, remedy, power or privilege of any
Investor Certificateholder thereunder; or (iii) a waiver of the performance,
compliance or observance by the Transferor or the Trustee of any of its
respective covenants, obligations or other agreements contained therein,
except as specifically set forth in Section 4 above. By executing this
Amendment, Nordstrom fsb hereby confirms in all respects each term,
condition, representation, warranty, covenant and agreement-set forth in the
Master Pooling and Servicing Agreement (except that to the extent that any
such representation or warranty speaks as of an earlier date, such
representation or warranty shall be made only as of such earlier date, and
except as expressly modified by this Amendment) and agrees that the same
shall continue in full force and effect.
Section 6. Costs and Expenses. The Transferor shall pay all of
the costs and expenses of the Trustee and the other signatories hereto
(including out of pocket expenses and reasonable attorneys fees and
disbursements) incurred by them in connection with the preparation,
execution and delivery of this Amendment.
Section 7. Governing Law. This Amendment shall be construed in
accordance with the laws of the State of New York, without reference to its
conflict of law provisions, and the obligations, rights and remedies of the
parties hereunder shall be determined in accordance with such laws.
Section 8. Severability. If any one or more of the covenants,
agreements, provisions or terms of this Amendment shall for any reason
whatsoever be held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Amendment and shall in no way affect the
validity or enforceability of the other provisions of this Amendment.
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Section 9. Counterparts. This Amendment may be executed in any
number of counterparts (and by different parties on separate counterparts),
each of which shall be an original, but all of which together shall
constitute one and the same instrument.
Section 10. Headings. The headings herein are for purposes of
reference only and shall not otherwise affect the meaning or interpretation
of any provision hereof.
IN WITNESS WHEREOF, the parties hereto have executed and
delivered this Amendment as of the date first written above.
NORDSTROM, fsb,
as Transferor and Servicer
By: /s/ Kevin Knight
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Name: KEVIN KNIGHT
Title: CEO
WELLS FARGO BANK WEST, N.A., successor
to Norwest Bank Colorado, National
Association, as Trustee
By:
-------------------------
Name:
Title:
Each of the undersigned hereby consents to the foregoing
Amendment in accordance with Section 3.4(f) of the Transfer and
Administration Agreement by and between NORDSTROM fsb, a federal savings
bank and successor in interest to Nordstrom National Credit Bank, ENTERPRISE
FUNDING CORPORATION, a Delaware corporation (the "Company"), THE FINANCIAL
INSTITUTIONS FROM TIME TO TIME PARTIES THERETO (collectively, the "Bank
Investors" and each a "Bank Investor") and BANK OF AMERICA, N.A., a national
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banking association, as agent for the Company and the Bank Investors (in
such capacity, the "Agent") and as a Bank Investor., dated as of August 14,
1996, as amended by a first amendment thereto dated as of August 19, 1997, a
second amendment thereto dated as of July 6, 1998, a third amendment thereto
dated as of August 9, 1999 and a fourth amendment dated as of March 1, 2000.
BANK OF AMERICA, N.A.,
as Agent and as a Bank Investor
By: /s/ Elliott Lemon
---------------------------------
Name: Elliott Lemon
Title: Vice President
ENTERPRISE FUNDING CORPORATION,
as Company
By: /s/ Kevin P. Burns
---------------------------------
Name: Kevin P. Burns
Title: Vice President
MORGAN GUARANTY TRUST COMPANY OF
NEW YORK, as a Bank Investor
By: /s/ Robert Bottamedi
---------------------------------
Name: Robert Bottamedi
Title: Vice President
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