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Amendment to 10Q
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended October 31, 1996
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from_______ to _________
Commission File Number 0-12994
Nordstrom Credit, Inc.
______________________________________________________
(Exact name of Registrant as specified in its charter)
Colorado 91-1181301
______________________________ ________________
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
13531 East Caley, Englewood, Colorado 80111
____________________________________________________
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: 303-397-4700
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the Registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
YES X NO
____ ____
On December 10, 1996 Registrant had 10,000 shares of Common stock
($.50 par value) outstanding; all such shares are owned by Registrant's
parent, Nordstrom, Inc.
The Registrant meets the conditions set forth in General
Instruction H(1)(a) and (b) of Form 10-Q and is therefore filing this
form with the reduced disclosure format.
page 1 of 8
The purpose of this amendment is to submit the exhibit electronically.
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PART II - OTHER INFORMATION
---------------------------
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
--------
(10.1) Agreement to terminate the Operating Agreement for VISA
Accounts and Receivables dated May 1, 1994 between
Registrant and Nordstrom National Credit Bank, dated
August 14, 1996.
(10.2) Amendment to the Credit Agreement dated June 23, 1995 between
Registrant and a group of commercial banks, dated June 30, 1996.
(10.3) Series 1996-A Supplement to Master Pooling and Servicing
Agreement dated August 14, 1996 between Nordstrom National
Credit Bank, Nordstrom Credit, Inc. and Norwest Bank Colorado,
National Association is filed in paper format under Form SE.
(27.1) Financial Data Schedule is filed herewith electronically.
(b) Reports on Form 8-K
-------------------
No reports on Form 8-K were filed during the quarter for which
this report is filed.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
NORDSTROM CREDIT, INC.
(Registrant)
/s/ John A. Goesling
__________________________________________
John A. Goesling, Executive Vice President
and Treasurer
(Principal Financial and Accounting Officer)
Date: December 12, 1996
___________________
page 8 of 8
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<TABLE>
<CAPTION>
EXHIBIT INDEX
EXHIBIT METHOD OF FILING
- --------------------------------- ------------------------------
<S> <C> <C>
10.1 Termination Agreement dated Filed herewith electronically.
August 14, 1996 between
Registrant and Nordstrom
National Credit Bank.
10.2 Amendment to the Credit Agree- Filed herewith electronically.
ment dated June 23, 1995
between Registrant and a group
of commercial banks, dated
June 30, 1996.
10.3 Series 1996-A Supplement to Master Filed herewith electronically.
Pooling and Servicing Agreement
27.1 Financial Data Schedule Filed herewith electronically.
</TABLE>
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SERIES 1996-A SUPPLEMENT, dated as of August 14, 1996 (this Series
Supplement), by and among NORDSTROM NATIONAL CREDIT BANK, a national
banking association, as Transferor and Servicer, NORDSTROM CREDIT, INC.,
a Colorado corporation, and NORWEST BANK COLORADO, NATIONAL ASSOCIATION,
a national banking association (together with its successors in trust
thereunder as provided in the Agreement referred to below, the Trustee),
as trustee under the Master Pooling and Servicing Agreement, dated as of
August 14, 1996 (the Agreement).
PRELIMINARY STATEMENT
Section 6.9 of the Agreement provides, among other things, that the
Transferor and the Trustee may at any time and from time to time enter
into one or more Supplements to the Agreement for the purpose of
authorizing the issuance by the Trustee to the Transferor, for execution
and redelivery to the Trustee for authentication, of one or more Series
of Certificates. The Transferor, the Servicer and Nordstrom Credit,
Inc. each hereby enter into this Series Supplement with the Trustee as
required by Section 6.9(c) of the Agreement to provide for the issuance,
authentication and delivery of the Investor Certificates of Series 1996-
A. In the event that any term or provision contained herein shall
conflict with or be inconsistent with any term or provision contained in
the Agreement, the terms and provisions of this Series Supplement shall
govern.
All capitalized terms not otherwise defined herein are defined in the
Agreement. All Article, Section or subsection references herein shall
mean Article, Section or subsections of the Agreement, except as
otherwise provided herein. Unless otherwise stated herein, as the
context otherwise requires or if such term is otherwise defined in the
Agreement, each capitalized term used or defined herein shall relate
only to the Series 1996-A Certificates and no other Series of
Certificates issued by the Trust.
Section 1. Designation. The Certificates issued hereunder shall be
designated generally as the Series 1996-A Certificates. The Investor
Certificates of Series 1996-A (collectively, the Certificates or the
Series 1996-A Certificates) shall be issued in two classes, which shall
be designated generally as the Class
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A Variable F
unding Certificates, Series 1996-A and the Class B 6.50% Asset Backed
Certificates, Series 1996-A.
Section 2. Definitions. The following words and phrases shall have the
following meaning with respect to the Series 1996-A Certificates and the
definitions of such terms are applicable to the singular as well as the
plural form of such terms and to the masculine as well as the feminine
and neuter genders of such terms:
Accrued Interest Component shall mean, for any Due Period, the Interest
Component of all Related Commercial Paper outstanding at any time during
such Due Period which has accrued from the first day through the last
day of such Due Period, whether or not such Related Commercial Paper
matures during such Due Period. For purposes of the immediately
preceding sentence, the portion of the Interest Component of Related
Commercial Paper accrued in a Due Period which Related Commercial Paper
has a stated maturity date that succeeds the last day of such Due Period
shall be computed by amortizing the Interest Component for the number of
days elapsed in a year of 360 days that such Related Commercial Paper
was outstanding during such Due Period.
Additional Class B Certificates shall have the meaning specified in
Section 4.11(a) of the Agreement.
Additional Class A Invested Amounts shall have the meaning specified in
Section 2.2(a) of the Transfer and Administration Agreement.
Agent shall mean NationsBank, N.A., in its capacity as agent for EFC and
the Bank Investors pursuant to the Transfer and Administration
Agreement, and any successor thereto appointed pursuant to the Transfer
and Administration Agreement.
Amortization Period shall mean the Rapid Amortization Period or the
Early Amortization Period.
Assignee shall have the meaning specified in Section 14 hereof.
Bank Investors shall have the meaning specified in the Transfer and
Administration Agreement.
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Base Rate shall mean, with respect to any Due Period, the annualized
percentage equivalent of a fraction, the numerator of which is equal to
the sum of (a) Monthly Interest for such Due Period, plus (b) the
Investor Monthly Servicing Fee for such Due Period, plus (c) the amount,
if any, owing to any Indemnified Party pursuant to Section 4.2 of the
Transfer and Administration Agreement, and the denominator of which is
equal to the daily average Invested Amount for such Due Period.
Business Day shall mean any day other than a Saturday, a Sunday and any
day on which banking institutions in Denver, Colorado, New York, New
York or Charlotte, North Carolina are authorized or required by law to
close.
Certificates shall have the meaning specified in Section 1 hereof.
Class A Carrying Costs shall mean, for any Due Period, the sum of the
dollar amount of the obligations of EFC, the Bank Investors and any
Liquidity Providers for such Due Period determined on an accrual basis
in accordance with generally accepted accounting principles consistently
applied (a) to pay interest at the rate or rates set forth in the Fee
Letter on the Class A Certificates if held by a Liquidity Provider or a
Bank Investor accrued from the later of (x) the first day of such Due
Period or (y) the day on which the Liquidity Provider or the Bank
Investor acquired the Class A Certificates, in each case through the
last day of such Due Period whether or not such interest is payable
during such Due Period, (b) to pay the Accrued Interest Component of
Related Commercial Paper and (c) to pay all fees specified in the Fee
Letter accrued, with respect to the first Due Period, from the Closing
Date, and with respect to any other Due Period, from the first day of
such Due Period, in each case through the last day of such Due Period to
the extent not paid by the Transferor in accordance with the provisions
of the Transfer and Administration Agreement and the Fee Letter.
Class A Certificateholder shall mean the Person in whose name a Class A
Certificate is registered in the Certificate Register.
Class A Certificate Rate shall mean, with respect to the Due Period
related to any Distribution Date, a per annum interest rate which if
multiplied by the average daily Class A Invested Amount for such Due
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Period, would produce, on the basis of the actual number of days in such
Due Period and a 360-day year an amount equal to the
Class A Carrying Costs for such Due Period.
Class A Certificates shall mean any one of the Certificates executed by
the Transferor and authenticated by or on behalf of the Trustee,
substantially in the form of Exhibit A.
Class A Fixed/Floating Allocation Percentage shall mean, for any Due
Period with respect to Principal Receivables during an Amortization
Period and with respect to Finance Charge Receivables during the Early
Amortization Period, the percentage equivalent of a fraction the
numerator of which is equal to the Class A Invested Amount
as of the end of the last day of the Revolving Period and the
denominator of which is equal to the greater of (i)(x) if only one
Series is outstanding, the sum of the Aggregate Principal Receivables
and the amount on deposit in the Excess Funding Account, in each case as
of the end of the the last day of the Revolving Period and (y) if more
than one Series is outstanding, the sum of the Aggregate Principal
Receivables and the amount on deposit in the Excess Funding Account, in
each case as of the last day of the immediately preceding Due Period,
and (ii) the sum of the numerators used to calculate the invested
percentages with respect to Principal Receivables or Finance Charge
Receivables, as applicable, for each class of each Series outstanding as
of the date on which such determination is being made.
Class A Floating Allocation Percentage shall mean, for any Due Period
with respect to Principal Receivables during the Revolving Period, with
respect to Finance Charge Receivables during the Revolving Period or the
Rapid Amortization Period and with respect to the Default Amount at any
time, the percentage equivalent of a fraction the numerator of which is
equal to the Class A Invested Amount as of the last day of the
immediately preceding Due Period (or the Class A Initial Invested
Amount, in the case of the first Due Period applicable to Series 1996-A)
and the denominator of which is equal to the greater of (i) the sum of
the Aggregate Principal Receivables and the amount on deposit in the
Excess Funding Account, in each case as of the last day of the
immediately preceding Due Period, and (ii) the sum of the numerators
used to calculate the invested percentages with respect to Principal
Receivables or Finance Charge Receivables and the Default Amount, as
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applicable, for each class of each Series outstanding as of the date on
which such determination is being made.
Class A Initial Invested Amount shall mean the aggregate initial
principal amount of the Class A Certificates, which is $186,600,000.
Class A Invested Amount shall mean, on any date of determination, an
amount equal to (a) the Class A Initial Invested Amount, plus (b) the
aggregate principal amount of any Additional Class A Invested Amounts
purchased pursuant to Section 2.2 of the Transfer and Administration
Agreement, minus (c) the aggregate amount of principa
l payments made to the Class A Certificateholders prior to such date,
minus (d) the aggregate amount of Class A Investor Charge Offs for all
prior Distribution Dates, plus (e) the aggregate amount of Class A
Investor Charge Offs reimbursed pursuant to Section 4.5(a)(vi) of the
Agreement prior to such date; provided, however, that the Class A Inves
ted Amount may not be reduced below zero.
Class A Investor Charge Off shall have the meaning specified in Section
4.6(a) of the Agreement.
Class A Investor Default Amount shall mean, with respect to each
Distribution Date, an amount equal to the product of (i) the Default
Amount for the related Due Period and (ii) the Class A Floating
Allocation Percentage for such Due Period.
Class A Monthly Interest shall have the meaning specified in Section
4.3(a) of the Agreement.
Class A Monthly Principal shall have the meaning specified in Section
4.4(a) of the Agreement.
Class B Certificateholder shall mean the Person in whose name a Class B
Certificate is registered in the Certificate Register. Class B
Certificate Rate shall mean 6.50% per annum, calculated on the basis of
a 360-day year consisting of twelve 30-day months.
Class B Certificates shall mean any one of the Certificates executed by
the Transferor and authenticated by or on behalf of the Trustee,
substantially in the form of Exhibit B.
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Class B Fixed/Floating Allocation Percentage shall mean, for any Due
Period with respect to Principal Receivables during an Amortization
Period and with respect to Finance Charge Receivables during the Early
Amortization Period, the percentage equivalent of a fraction the
numerator of which is equal to the Class B Invested Amount
as of the end of the last day of the Revolving Period and the
denominator of which is equal to the greater of (i)(x) if only one
Series is outstanding, the sum of the Aggregate Principal Receivables
and the amount on deposit in the Excess Funding Account, in each case as
of the end of the the last day of the Revolving Period and (y) if more
than one Series is outstanding, the sum of the Aggregate Principal
Receivables and the amount on deposit in the Excess Funding Account, in
each case as of the last day of the immediately preceding Due Period,
and (ii) the sum of the numerators used to calculate the invested
percentages with respect to Principal Receivables or Finance Charge
Receivables, as applicable, for each class of each Series outstanding as
of the date on which such determination is being made.
Class B Floating Allocation Percentage shall mean, for any Due Period
with respect to Principal Receivables during the Revolving Period, with
respect to Finance Charge Receivables during the Revolving Period or the
Rapid Amortization Period and with respect to the Default Amount at any
time, the percentage equivalent of a fraction the numerator of which is
equal to the Class B Invested Amount as of the last day of the
immediately preceding Due Period (or the Class B Initial Invested
Amount, in the case of the first Due Period applicable to Series 1996-A)
and the denominator of which is equal to the greater of (i) the sum of
the Aggregate Principal Receivables and the amount on deposit in the
Excess Funding Account, in each case as of the last day of the
immediately preceding Due Period, and (ii) the sum of the numerators
used to calculate the invested percentages with respect to Principal
Receivables or Finance Charge Receivables and the Default Amount, as
applicable, for each class of each Series outstanding as of the date on
which such determination is being made.
Class B Initial Invested Amount shall mean the aggregate initial
principal amount of the Class B Certificates, which is $9,900,000.
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Class B Invested Amount shall mean, on any date of determination, an
amount equal to (a) the Class B Initial Invested Amount (plus the
aggregate initial principal amount of any Additional Class B
Certificates), minus (b) the aggregate amount of principal payments made
to the Class B Certificateholders prior to such date, minus (c) the
aggregate amount of Class B Investor Charge Offs for all prior
Distribution Dates, minus (d) the amount of Reallocated Class B
Principal Collections allocated on all prior Distribution Dates pursuant
to Section 4.7 of the Agreement, minus (e) an amount equal to the amount
by which the Class B Invested Amount has been reduced on all prior
Distribution Dates pursuant to Section 4.6(a) of the Agreement, plus (f)
the aggregate amount by which reductions in the Class B Invested Amount
pursuant to clauses (c), (d) and (e) above have been reimbursed pursuant
to Section 4.5(a)(xi) of the Agreement prior to such date; provided,
however, that the Class B Invested Amount may not be reduced belo
w zero.
Class B Investor Charge Offs shall have the meaning specified in Section
4.6(b) of the Agreement.
Class B Investor Default Amount shall mean, with respect to each
Distribution Date, an amount equal to the product of (i) the Default
Amount for the related Due Period and (ii) the Class B Floating
Allocation Percentage for such Due Period.
Class B Monthly Interest shall have the meaning specified in Section
4.3(b) of the Agreement.
Class B Monthly Principal shall have the meaning specified in Section
4.4(b) of the Agreement.
Class B Principal Commencement Date shall mean the later of (a) the
Distribution Date on which the Class A Invested Amount is paid in full
and (b) such date as may be selected by 100% of the Class B
Certificateholders at their option. "Closing Date" shall mean August 14,
1996.
Commercial Paper shall mean the promissory notes of EFC issued by EFC in
the commercial paper market.
Defeasance Account shall have the meaning specified in Section 13(b)
hereof.
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Distribution Date shall mean the twentieth day of each month, or, if
such day is not a Business Day, the next succeeding Business Day,
commencing with September 20, 1996.
Early Amortization Period shall mean the period commencing at the close
of business on the day on which an Early Amortization Event with respect
to Series 1996-A is deemed to have occurred and ending on the date on
which the Class A Invested Amount and the Class B Invested Amount have
been paid in full.
EFC shall mean Enterprise Funding Corporation, a Delaware corporation.
Excess Finance Charge Collections shall mean, with respect to any Due
Period, the aggregate amount for all outstanding Series of Collections
of Finance Charge Receivables which the related Supplements specify are
to be treated as Excess Finance Charge Collections for such Due Period.
Excess Principal Collections shall mean, with respect to Series 1996-A,
amounts to be treated as such pursuant to Sections 4.5(b) and
4.5(c)(iii) of the Agreement (which amounts shall be available for other
Series pursuant to Section 4.1(g) of the Agreement).
Face Amount shall mean (i) with respect to Commercial Paper issued on a
discount basis, the face amount stated therein, and (ii) with respect to
Commercial Paper which is interest-bearing, the principal amount of and
interest accrued and to accrue on such Commercial Paper to its stated
maturity.
Facility Limit shall have the meaning specified in the Transfer and
Administration Agreement.
Fee Letter shall mean that certain letter agreement, dated as of the
Closing Date, between the Transferor and EFC with respect to certain
fees, as amended, modified or supplemented from time to time. Finance
Charge Shortfall shall have the meaning specified in Section 4.10 of the
Agreement.
Fixed/Floating Allocation Percentage shall mean, with respect to any Due
Period, the sum of the Class A Fixed/Floating Allocation Percentage and
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the Class B Fixed/Floating Allocation Percentage. Floating Allocation
Percentage shall mean, with respect to any Due Period, the sum of the
Class A Floating Allocation Percentage and the Class B Floating
Allocation Percentage.
Indemnified Party shall have the meaning specified in Section 4.1 of the
Transfer and Administration Agreement.
Initial Invested Amount shall mean the aggregate initial principal
amount of the Series 1996-A Certificates, which is $196,500,000.
Interchange Amount shall mean, with respect to any Distribution Date, an
amount equal to the Interchange Percentage for the preceding Due Period
multiplied by the amount of Interchange received during the preceding
Due Period.
Interchange Percentage shall mean, with respect any Due Period, the
percentage equivalent of a fraction, the numerator of which is the
Invested Amount as of the last day of such Due Period and the
denominator of which is the sum of the Invested Amounts as of such day
for all Series which, in accordance with the related Supplement
, are allocated Interchange.
Interest Component shall mean, with respect to any Commercial Paper (i)
issued on a discount basis, the portion of the Face Amount of such
Commercial Paper representing the discount incurred in respect thereof
and (ii) issued on an interest-bearing basis, the interest payable on
such Commercial Paper at its maturity.
Invested Amount shall mean, as of any date of determination, an amount
equal to the sum of the Class A Invested Amount and the Class B Invested
Amount, in each case as of such date.
Invested Percentage shall mean, with respect to any Due Period, (a) when
used with respect to Principal Receivables during the Revolving Period,
the Floating Allocation Percentage, (b) when used with respect to
Principal Receivables during an Amortization Period, the Fixed/Floating
Allocation Percentage, (c) when used with respect to the Default Amount
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at any time, the Floating Allocation Percentage, (d) when used with
respect to Finance Charge Receivables during the Revolving Period or the
Rapid Amortization Period, the Floating Allocation Percentage and (e)
when used with respect to Finance Charge Receivables during the Early
Amortization Period, the Fixed/Floating Allo
cation Percentage.
Investor Default Amount shall mean, with respect to any Distribution
Date, an amount equal to the product of (a) the Default Amount for the
immediately preceding Due Period and (b) the Floating Allocation
Percentage for such Due Period. Investor Monthly Servicing Fee shall
have the meaning specified in Section 7(a) hereof.Liquidity Provider
shall have the meaning specified in the Transfer and Administration
Agreement.
Minimum Enhancement Amount shall mean, as of any date of determination,
the greater of (i) 5% of the Invested Amount as of such date or (ii) 3%
of the Facility Limit as of such date. "Minimum Transferor Interest
Percentage" shall have the meaning specified in Section 3 hereof.
Monthly Interest shall mean, with respect to any Distribution Date, the
Class A Monthly Interest and the Class B Monthly Interest for such
Distribution Date.
Nordstrom Credit Advance shall have the meaning specified in Section
4.5(d) of the Agreement.
Pay Out Commencement Date shall mean the Termination Date pursuant to
the Transfer and Administration Agreement.
Portfolio Yield shall mean, with respect to any Due Period, the
annualized percentage equivalent of a fraction, the numerator of which
is equal to (a) an amount equal to the amount of Collections of Finance
Charge Receivables that are allocated to Series 1996-A with respect to
such Due Period, plus (b) any Excess Finance Charge Collections that are
allocated to Series 1996-A with respect to such Due Period, minus (c)
the Investor Default Amount for the Distribution Date with respect to
such Due Period, and the denominator of which is the daily average of
the Invested Amount for such Due Period.
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Rapid Amortization Period shall mean the period commencing at the close
of business on the last day of the Revolving Period and ending on the
earlier of (a) the date on which the Class A Invested Amount and the
Class B Invested Amount have been paid in full and (b) the commencement
of the Early Amortization Period.
Reallocated Class B Principal Collections shall mean, with respect to
any Due Period, an amount equal to the product of (i) during the
Revolving Period, the Class B Floating Allocation Percentage or, during
an Amortization Period, the Class B Fixed/Floating Allocation Percentage
and (ii) the aggregate amount of Collections of Principal Receivables
for such Due Period.
Related Commercial Paper shall mean Commercial Paper the proceeds of
which were used to acquire, or refinance the acquisition of, an interest
in the Class A Certificates.
Revolving Period shall mean the period from and including the Closing
Date to but excluding the earlier of the Stated Series Termination Date
and the Pay Out Commencement Date. Series 1996-A shall mean the Series
the terms of which are specified in this Series Supplement.
Series 1996-A Certificate shall mean a Class A Certificate or a Class B
Certificate.
Series 1996-A Certificateholder shall mean a Class A Certificateholder
or a Class B Certificateholder.
Series 1996-A Class A Certificate Percentage shall mean, on any date of
determination, the percentage equivalent of a fraction, the numerator of
which is the Class A Invested Amount on such day and the denominator of
which is the principal amount of all assets purchased by or pledged to
EFC and/or the Liquidity Provider under any receivable purchase
agreement, transfer and administration agreement or other agreement
pursuant to which EFC purchases assets or makes loans secured by assets.
Servicer Advance shall have the meaning specified in Section 4.5(d) of
the Agreement.
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Servicing Fee Percentage shall mean 2.00%.
Stated Series Termination Date shall mean the Distribution Date
occurring in August 2006.
Targeted Holder shall mean each holder of a right to receive interest or
principal with respect to the Series 1996-A Certificates (or other
interests in the Trust), other than certificates (or other such
interests) with respect to which an opinion is rendered that such
certificates (or other such interests) will be treated as debt for
federal income tax purposes, and any holder of a right to receive any
amount in respect of the Transferor Interest; provided, that any Person
holding more than one interest each of which would cause such Person to
be a Targeted Holder shall be treated as a single Targeted Holder.
Termination Date shall have the meaning specified in the Transfer and
Administration Agreement.
Transfer shall have the meaning specified in Section 14 hereof.
Transfer and Administration Agreement shall mean the Transfer and
Administration Agreement dated as of August 14, 1996, by and among
Nordstrom National Credit Bank, EFC and NationsBank, N.A., as amended,
modified or supplemented from time to time.
Transfer Date shall mean the Business Day preceding each Distribution
Date.
Transferor Retained Certificates shall mean investor certificates of any
Series, including the Class B Certificates, which the Transferor or
Nordstrom Credit, Inc. retains, but only to the extent that and for so
long as the Transferor or Nordstrom Credit, Inc. is the holder of such
certificates.
Section 3. Minimum Transferor Interest Percentage. The Minimum
Transferor Interest Percentage applicable to the Series 1996-A
Certificates shall be 2% (unless the Trustee shall have received an
Opinion of Counsel that a lower percentage will not have any material
adverse effect on the Federal income tax characterization of any ou
tstanding Series of Investor Certificates).
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Section 4. Reassignment and Transfer Terms. The Series 1996-A
Certificates may be reassigned and transferred to the Transferor on any
Distribution Date on or after which the Invested Amount is reduced to an
amount less than or equal to 5% of the Initial Invested Amount, subject
to the provisions of Section 12.2 of the Agreement.
Section 5. Delivery and Payment for the Certificates. The Trustee
shall deliver the Series 1996-A Certificates when authenticated in
accordance with Section 6.2 of the Agreement.
Section 6. Form of Delivery of the Series 1996-A Certificates. The
Class A Certificates and the Class B Certificates shall be delivered as
registered, definitive, physical certificates.
Section 7. Servicing Compensation; Interchange. (a) The share of the
Monthly Servicing Fee allocable to the Series 1996-A Certificateholders
with respect to any Distribution Date (the Investor Monthly Servicing
Fee) shall be equal to one-twelfth of the product of (x) the Servicing
Fee Percentage and (y) the daily average Invested Amount, if any, for
the related Due Period. The Investor Monthly Servicing Fee shall be
payable solely to the extent amounts are available for distribution in
respect thereof pursuant to this Series Supplement. The remainder of
the Monthly Servicing Fee shall be paid by the Transferor or the
Certificateholders of other Series (as provided in the Agreement and the
Supplements relating to such other Series) and in no event shall the
Trust, the Trustee or the Series 1996-A Certificateholders be liable for
the share of the Monthly Servicing Fee to be paid by the Transferor or
the Certificateholders of any other Series.
(b) On or prior to each Determination Date, the Transferor shall notify
the Servicer of the Interchange Amount to be included as Collections of
Finance Charge Receivables allocable to the Series 1996-A Certificates
with respect to the preceding Due Period. On each Transfer Date, the
Transferor shall pay to the Servicer, and the Servicer shall deposit
into the Collection Account, in immediately available funds, such
Interchange Amount. The Transferor hereby assigns, sets-over, conveys,
pledges and grants a security interest and lien to the Trustee for the
benefit of the Series 1996-A Certificateholders in Interchange and the
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proceeds of Interchange, as set forth in this subsection 7(b). In
connection with the foregoing grant of a security interest, this Series
Supplement shall constitute a security agreement under applicable law.
To the extent that a Supplement for a Series other than Series 1996-A,
assigns, sets-over, conveys, pledges or grants a security interest in
Interchange allocable to the Trust, all Certificates of any such Series
(except as otherwise specified in any such Supplement) and the Series
1996-A Certificates shall rank pari passu and be equally and ratably
entitled as provided herein to the benefits of such Interchange without
preference or priority on account of the actual time or times of
authentication and delivery, all in accordance with the terms and
provisions of this Series Supplement and other related Supplements.
Section 8. Article IV of the Agreement. Any provisions of Article IV
of the Agreement which distribute Collections to the Transferor on the
basis of the Transferor Percentage shall continue to apply irrespective
of the issuance of the Series 1996-A Certificates. Section 4.1 of the
Agreement shall read in its entirety as providedin the Agreement.
Article IV of the Agreement (except for Section 4.1 thereof) as it
relates to Series 1996-A shall read in its entirety as follows:
ARTICLE IV
RIGHTS OF SERIES 1996-A CERTIFICATEHOLDERS AND
ALLOCATION AND APPLICATION OF COLLECTIONS
Section 4.2 Collections and Allocations.
(a) The Servicer shall apply, or shall instruct the Trustee to apply,
all Collections and other funds on deposit in the Collection Account
that are allocated to the Series 1996-A Certificates as described in
this Article IV. Provided that daily deposits of Collections are not
otherwise required pursuant to Section 4.1(h) of the Agreement, during
the Revolving Period and the Rapid Amortization Period, Collections of
Finance Charge Receivables allocable to Series 1996-A with respect to
each Due Period need not be deposited into the Collection Account on a
daily basis. During the Early Amortization Period, Collections of
Finance Charge Receivables allocable to Series 1996-A with respect to
each Due Period shall be deposited into the Collection Account on a
daily basis. If daily deposits of Collections of Finance Charge
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Receivables are not required pursuant to Section 4.1(h) of the Agreement
or this Section 4.2(a), the Servicer shall deposit into the Collection
Account on each Transfer Date the Collections of Finance Charge
Receivables allocable to Series 1996-A with respect to the related Due
Period.
(b) Provided that daily deposits of Collections are not otherwise
required pursuant to Section 4.1(h) of the Agreement, during the
Revolving Period and the Rapid Amortization Period, Collections of
Principal Receivables allocable to Series 1996-A with respect to each
Due Period need not be deposited into the Collection Account on a daily
basis during such Due Period; provided, however, that in the event that
the Transferor Amount minus the Excluded Receivables Balance is less
than the Minimum Transferor Amount on any date, such Collections of
Principal Receivables shall be deposited daily into the Excess Funding
Account until the Transferor Amount minus the Excluded Receivables
Balance equals the Minimum Transferor Amount; and provided, further,
that on any date on which the sum of the Aggregate Principal Receivables
and the amount on deposit in the Excess Funding Account is less than the
Aggregate Invested Amount, such Collections of Principal Receivables
shall be deposited into the Collection Account on a daily basis. During
the Rapid Amortization Period, if Collections of Principal Receivables
allocable to Series 1996-A are not required to be deposited into the
Collection Account on a daily basis pursuant to Section 4.1(h) of the
Agreement or the foregoing provisions of this Section 4.2(a), the
Servicer shall deposit into the Collection Account on each Transfer Date
an amount equal to the sum of the amounts required to be paid pursuant
to Sections 4.5(c)(i) and (ii) of the Agreement on the related
Distribution Date. During the Early Amortization Period, Collections of
Principal Receivables allocable to Series 1996-A with respect to each
Due Period shall be deposited into the Collection Account on a daily
basis until an amount of such Collections of Principal Receivables equal
to the sum of the Class A Monthly Principal and the Class B Monthly
Principal with respect to such Due Period has been deposited into the
Collection Account. During the Early Amortization Period, after an
amount of Collections of Principal Receivables allocable to Series 1996-
A equal to the sum of the Class A Monthly Principal and the Class B
Monthly Principal with respect to each Due Period has been deposited
into the Collection Account and so long as the Class B Invested Amount
is not less than the Minimum Enhancement Amount, Collections of
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Principal Receivables allocable to Series 1996-A with respect to each
Due Period need not thereafter be deposited into the Collection Account
on a daily basis during such Due Period; provided, however, that in the
event that the Transferor Amount minus the Excluded Receivables Balance
is less than the Minimum Transferor Amount on any date, such Collections
of Principal Receivables shall be deposited into the Excess Funding
Account until the Transferor Amount minus the Excluded Receivables
Balance equals the Minimum Transferor Amount; and provided, further,
that on any date on which the sum of the Aggregate Principal Receivables
and the amount on deposit in the Excess Funding Amount is less than the
Aggregate Invested Amount, such Collections of Principal Receivables
shall be deposited into the Collection Account on a daily basis. Any
amount deposited into the Excess Funding Account pursuant to this
Section 4.2(b) shall be considered Collections of Principal Receivables
and shall be applied in accordance with Article IV and the terms of each
Supplement.
Section 4.3 Determination of Monthly Interest. (a) The amount of
monthly interest (Class A Monthly Interest) with respect to the Class A
Certificates on any Distribution Date shall be an amount equal to the
product of (i) a fraction, the numerator of which is the actual number
of days in the related Due Period (or, in the case of the first
Distribution Date, in the period from the Closing Date to the last day
of the Due Period preceding such Distribution Date) and the denominator
of which is 360, (ii) the Class A Certificate Rate for the related Due
Period and (iii) the daily average Class A Invested Amount for the
related Due Period.
(b) The amount of monthly interest (Class B Monthly Interest) with
respect to the Class B Certificates on any Distribution Date shall be an
amount equal to the product of (i) one-twelfth (1/12) (or, in the case
of the first Distribution Date, a fraction, the numerator of which is
the number of days in the period from the Closing Date to the last day
of the Due Period preceding such Distribution Date based on a 360-day
year consisting of twelve 30-day months and the denominator of which is
360), (ii) the Class B Certificate Rate and (iii) the daily average
Class B Invested Amount for the related Due Period.
Section 4.4 Determination of Monthly Principal. (a) The amount
of monthly principal (Class A Monthly Principal) distributable from
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the Collection Account with respect to the Class A Certificates on each
Distribution Date, beginning with the Distribution Date in the month
following the month in which an Amortization Period begins, shall be
equal to the lesser of (x) the Fixed/Floating Allocation Percentage of
Collections of Principal Receivables with respect to the preceding Due
Period plus the amount of any Excess Principal Collections with respect
to other Series that are allocated to Series 1996-A in accordance with
the Agreement and (y) the Class A Invested Amount with respect to such
Distribution Date.
(b) The amount of monthly principal (Class B Monthly Principal)
distributable from the Collection Account with respect to the Class B
Certificates on each Distribution Date, beginning with the Class B
Principal Commencement Date, shall be equal to the lesser of (x) the
Fixed/Floating Allocation Percentage of Collections of Principal
Receivables with respect to the preceding Due Period, plus the amount of
any Excess Principal Collections with respect to other Series that are
allocated to Series 1996-A in accordance with the Agreement, minus the
amount of Reallocated Class B Principal Collections applied pursuant to
Section 4.7 of the Agreement on such Distribution Date, minus the
portion of such amounts applied to Class A Monthly Principal on such
Distribution Date and (y) the Class B Invested Amount with respect to
such Distribution Date.
Section 4.5 Application of Collections.
(a) In accordance with Section 4.2(a) of the Agreement, the Servicer
shall apply or shall instruct the Trustee to apply on each Distribution
Date the Invested Percentage of Collections of Finance Charge
Receivables for the related Due Period plus the amount of any Excess
Finance Charge Collections allocable to Series 1996-A to make the
following distributions in the following priority:
(i) an amount equal to any unpaid Servicer Advances shall be paid to
the Servicer to repay Servicer Advances, and then an amount equal to any
unpaid Nordstrom Credit Advances shall be paid to Nordstrom Credit, Inc.
to repay Nordstrom Credit Advances;
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(ii) an amount equal to Class A Monthly Interest for such Distribution
Date (less the amount of any Class A Monthly Interest that has been paid
by a Servicer Advance or a Nordstrom Credit Advance), plus the amount of
any Class A Monthly Interest previously due but not paid on a prior
Distribution Date, shall be distributed to the Paying Agent for payment
to the Class A Certificateholders;
(iii) if Nordstrom National Credit Bank or an Affiliate is not the
Servicer, an amount equal to the Investor Monthly Servicing Fee for such
Distribution Date, plus the amount of any Investor Monthly Servicing Fee
previously due but not distributed to the Servicer on a prior
Distribution Date, shall be distributed to the Servicer;
(iv) an amount equal to the Class A Investor Default Amount for such
Distribution Date shall be treated as a portion of Collections of
Principal Receivables allocable to Series 1996-A for such Distribution
Date;
(v) an amount equal to the Class A Floating Allocation Percentage of
Adjustment Payments for the related Due Period which the Transferor
fails to make in accordance with the Agreement shall be treated as a
portion of Collections of Principal Receivables allocable to Series
1996-A for such Distribution Date;
(vi) an amount equal to the aggregate amount of Class A Investor Charge
Offs which have not been previously reimbursed shall be treated as a
portion of Collections of Principal Receivables allocable to Series
1996-A for such Distribution Date;
(vii) if Nordstrom National Credit Bank or an Affiliate is the
Servicer, an amount equal to the Investor Monthly Servicing Fee for such
Distribution Date, plus the amount of any Investor Monthly Servicing Fee
previously due but not distributed to the Servicer on a prior
Distribution Date, shall be distributed to the Servicer;
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(viii) 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 paid on a prior Distribution Date, shall be
distributed to the Paying Agent for payment to the Class B
Certificateholders;
(ix) an amount equal to the Class B Investor Default Amount for such
Distribution Date shall be treated as a portion of Collections of
Principal Receivables allocable to Series 1996-A for such Distribution
Date;
(x) an amount equal to the Class B Floating Allocation Percentage of
Adjustment Payments for the related Due Period which the Transferor
fails to make in accordance with the Agreement shall be treated as a
portion of Collections of Principal Receivables allocable to Series
1996-A for such Distribution Date;
(xi) an amount equal to the aggregate amount by which the Class B
Invested Amount has been reduced pursuant to clauses (c), (d) and (e) of
the definition of Class B Invested Amount (but not in excess of the
aggregate amount of such reductions which have not been previously
reimbursed) shall be treated as a portion of Collections of Principal
Receivables allocable to Series 1996-A for such Distribution Date; and
(xii) the balance, if any, shall be treated as Excess Finance Charge
Collections with respect to Series 1996-A for such Distribution Date and
will be available for allocation to other Series or to the Transferor.
(b) On each Distribution Date with respect to the Revolving Period, an
amount equal to the Collections of Principal Receivables allocable to
Series 1996-A for the related Due Period shall either (i) at the
Transferor's option, be distributed to the holder of the Class A
Certificates in reduction of the Class A Invested Amount (provided that
the amounts so distributed on any Distribution Date shall not exceed the
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Class A Floating Allocation Percentage of the Collections of Principal
Receivables received during the related Due Period) or (ii) be treated
as Excess Principal Collections to be applied in accordance with Section
4.1(g) of the Agreement.
(c) On each Distribution Date following the commencement of an
Amortization Period, an amount equal to the Collections of Principal
Receivables allocable to Series 1996-A for the related Due Period (after
giving effect to any reallocation thereof pursuant to Section 4.7 of the
Agreement) plus the amount of any Excess Principal Collections allocable
to Series 1996-A shall be applied in the following priority:
(i) an amount equal to Class A Monthly Principal for such Distribution
Date shall be distributed to the Paying Agent for payment to the Class A
Certificateholders;
(ii) an amount equal to Class B Monthly Principal for such Distribution
Date shall be distributed to the Paying Agent for payment to the Class B
Certificateholders; and (iii) the balance, if any, shall be treated as
Excess Principal Collections to be applied in accordance with Section
4.1(g) of the Agreement.
(d) In the event that, on any date EFC does not have sufficient funds
to pay any Class A Carrying Costs due and payable on such day, the
Servicer shall make an advance in an amount equal to such deficiency,
but only to the extent of the Invested Percentage of Collections of
Finance Charge Receivables received by the Servicer and not yet
deposited in the Collection Account (a Servicer Advance), provided,
however, that the Servicer shall not be obligated to make a remittance
as provided in this Section 4.5(d) if EFC notifies the Servicer that the
amount otherwise payable by the Servicer pursuant to this Section 4.5(d)
will be obtained by EFC from the proceeds of Related Commercial Paper
issued on such day or from funds obtained from the Liquidity Provider on
such day. Amounts required to be remitted to EFC pursuant to this
Section 4.5(d) shall be remitted in immediately available funds to the
account of EFC designated in the Transfer and Administration Agreement
no later than 12:00 noon, New York City time, on the date due; provided,
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however that in lieu of such direct payment by the Servicer, to the
extent of available funds, the Servicer may instruct the Trustee in
writing to remit such amounts from the Invested Percentage of
Collections in respect of Finance Charge Receivables on deposit in the
Collection Account, any such payment to be netted from amounts to be
paid pursuant to Section 4.5(a)(ii) of the Agreement. The Servicer
shall record in its books and records such withdrawal and the
application of Collections of Finance Charge Receivables and net such
amounts so applied from the amounts due under Section 4.5(a)(ii) of the
Agreement on the Transfer Date for such Due Period. In the event that,
on any date described above, the Servicer does not make an advance in an
amount sufficient to enable EFC to pay all Class A Carrying Costs due
and payable on such day, Nordstrom Credit, Inc. shall advance the amount
of any remaining insufficiency to EFC in immediately available funds no
later than 12:00 noon, New York City time, on such date (each, a
Nordstrom Credit Advance).
Section 4.6 Defaulted Amounts; Investor Charge Offs.
(a) If, on any Distribution Date, (i) the sum of the amounts required
to be paid pursuant to Sections 4.5(a)(i)-(v) of the Agreement on such
Distribution Date exceeds (ii) the sum of (x) the Invested Percentage of
Collections of Finance Charge Receivables for the related Due Period
plus the amount of any Excess Finance Charge Collections allocable to
Series 1996-A, (y) the amount of Reallocated Class B Principal
Collections available pursuant to Section 4.7 of the Agreement for the
related Due Period and (z) the amount, if any, received from Nordstrom
Credit, Inc. on the related Transfer Date pursuant to Section 4.8 of the
Agreement, then the Class B Invested Amount shall be reduced by the
amount of such excess, but not by more than the excess of (A) the sum of
the Class A Investor Default Amount and the Class A Floating Allocation
Percentage of Adjustment Payments which the Transferor fails to make in
accordance with the Agreement for such Distribution Date over (B) the
Invested Percentage of Collections of Finance Charge Receivables plus
the amount of any Excess Finance Charge Collections allocable to Series
1996-A plus the amount of Reallocated Class B Principal Collections plus
the amount, if any, received from Nordstrom Credit, Inc. on the related
Transfer Date pursuant to Section 4.8 of the Agreement, in each case
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used to fund the Class A Investor Default Amount and the Class A
Floating Allocation Percentage of Adjustment Payments which the
Transferor fails to make in accordance with the Agreement for such
Distribution Date. In the event that such reduction would cause the
Class B Invested Amount to be a negative number, the Class B Invested
Amount shall be reduced to zero, and the Class A Invested Amount shall
be reduced by the amount by which the Class B Invested Amount would have
been reduced below zero (a Class A Investor Charge Off); provided,
however, that the Class A Invested Amount shall not be reduced below
zero. Class A Investor Charge Offs shall thereafter be reimbursed and
the Class A Invested Amount increased (but not by an amount in excess of
the aggregate unreimbursed Class A Investor Charge Offs) on any
Distribution Date by the amounts allocated and available for that
purpose pursuant to Section 4.5(a)(vi) of the Agreement.
(b) If, on any Distribution Date, the sum of the amounts to be paid
pursuant to Sections 4.5(a)(i)-(x) of the Agreement exceeds the sum of
the Invested Percentage of Collections of Finance Charge Receivables for
the related Due Period plus the amount of any Excess Finance Charge
Collections allocable to Series 1996-A plus the amount, if any, received
from Nordstrom Credit, Inc. on the related Transfer Date pursuant to
Section 4.8 of the Agreement, then the Class B Invested Amount (after
giving effect to any reduction thereof pursuant to Sections 4.6(a) and
4.7 of the Agreement) shall be reduced by the amount of such excess, but
not by more than the excess of (A) the sum of the Class B Investor
Default Amount and the Class B Floating Allocation Percentage of
Adjustment Payments which the Transferor fails to make in accordance
with the Agreement for such Distribution Date over (B) the Invested
Percentage of Collections of Finance Charge Receivables plus the amount
of any Excess Finance Charge Collections allocable to Series 1996-A plus
the amount, if any, received from Nordstrom Credit, Inc. on the related
Transfer Date pursuant to Section 4.8 of the Agreement, in each case
used to fund the Class B Investor Default Amount and the Class B
Floating Allocation Percentage of Adjustment Payments which the
Transferor fails to make in accordance with the Agreement for such
Distribution Date (a Class B Investor Charge Off); provided, however,
that the Class B Invested Amount shall not be reduced below zero. Any
such reduction of the Class B Invested Amount shall be given effect
after any reduction of the Class B Invested Amount pursuant to Sections
4.6(a) and 4.7 of the Agreement. Class B Investor Charge Offs shall
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thereafter be reimbursed and the Class B Invested Amount increased (but
not by an amount in excess of the aggregate unreimbursed Class B
Investor Charge Offs) on any Distribution Date by the amounts allocated
and available for that purpose pursuant to Section 4.5(a)(xi) of the
Agreement.
Section 4.7 Reallocated Class B Principal Collections. The
Servicer shall instruct the Trustee to distribute, on each Distribution
Date, Reallocated Class B Principal Collections in an amount equal to
the excess, if any, of (a) the sum of the amounts to be paid pursuant to
Sections 4.5(a)(ii)-(vi) of the Agreement with respect to such
Distribution Date over (b) the Invested Percentage of Collections of
Finance Charge Receivables for the related Due Period plus the amount
of any Excess Finance Charge Collections allocable to Series 1996-A
minus the amount paid pursuant to Section 4.5(a)(i) of the Agreement, to
fund any deficiency under Sections 4.5(a)(ii)-(vi) of the Agreement in
that order of priority.
Section 4.8 Certain Payments by Nordstrom Credit, Inc. If, with
respect to any Distribution Date, (i) the sum of the amounts required to
be paid pursuant to Sections 4.5(a)(ii)-(vi) of the Agreement on such
Distribution Date exceeds (ii) the sum of (x) the Invested Percentage of
Collections of Finance Charge Receivables for the related Due Period
plus the amount of any Excess Finance Charge Collections allocable to
Series 1996-A minus the amount paid pursuant to Section 4.5(a)(i) of the
Agreement and (y) the amount of Reallocated Class B Principal
Collections available pursuant to Section 4.7 of the Agreement for the
related Due Period, then Nordstrom Credit, Inc. shall pay on the related
Transfer Date to the Trustee on behalf of the Series 1996-A
Certificateholders an amount equal to such excess; provided, however,
that the aggregate amounts paid by Nordstrom Credit, Inc. pursuant to
this Section 4.8 and pursuant to similar provisions, if any, in other
Supplements shall not exceed the aggregate, cumulative amount of (A)
Default Amounts and (B) downward adjustments or reductions in the amount
of any Receivables for the reasons described in the first two sentences
of Section 3.8(a) of the Agreement. Such amount shall be applied to
fund any deficiency under Sections 4.5(a)(ii)-(vi) of the Agreement in
that order of priority. Amounts required to be remitted by Nordstrom
Credit, Inc. pursuant to this Section 4.8 shall be remitted in
immediately available funds to the Collection Account no later than
12:00 noon, New York City time, on the date due. Nordstrom
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Credit, Inc.'s obligation under this Section 4.8 shall be unconditional
and irrevocable.
Section 4.9 Excess Principal Collections. Subject to Section
4.1(g) of the Agreement, Excess Principal Collections for any
Distribution Date will be allocated to Series 1996-A in an amount equal
to the product of (x) the aggregate amount of Excess Principal
Collections with respect to all Series for such Distribution Date and
(y) a fraction, the numerator of which is the Principal Shortfall for
Series 1996-A for such Distribution Date and the denominator of which is
the aggregate amount of Principal Shortfalls for all Series. The
Principal Shortfall for Series 1996-A will be equal to (a) for any
Distribution Date with respect to the Revolving Period, zero or such
other greater amount not exceeding the Class A Invested Amount as may be
designated by the Transferor, at its option, and (b) for any
Distribution Date with respect to the Amortization Period, the excess,
if any, of the Invested Amount over the Fixed/Floating Allocation
Percentage of Collections of Principal Receivables for such Distribution
Date (excluding any portion thereof attributable to Excess Principal
Collections).
Section 4.10 Excess Finance Charge Collections. Excess Finance Charge
Collections for any Distribution Date will be allocated to Series 1996-A
in an amount equal to the product of (x) the aggregate amount of Excess
Finance Charge Collections with respect to all Series for such
Distribution Date and (y) a fraction, the numerator of which is the
Finance Charge Shortfall for Series 1996-A for such Distribution Date
and the denominator of which is the aggregate amount of Finance Charge
Shortfalls for all Series. The Finance Charge Shortfall for Series
1996-A for any Distribution Date will be equal to the excess, if any, of
(a) the full amount required to be paid pursuant to Section 4.5(a) on
such Distribution Date over (b) the applicable Invested Percentage of
Collections of Finance Charge Receivables and any other amounts that are
to be treated as Collections of Finance Charge Receivables allocable to
Series 1996-A in accordance with the Agreement with respect to the
related Due Period.
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Section 4.11 Additional Issuances of Class B Certificates.
(a) On any day during the Revolving Period, the Trustee shall issue to
the Transferor for execution, upon the Transferor's request, and the
Trustee shall authenticate and deliver, in accordance with the
Transferor's instructions, an additional principal amount of Class B
Certificates (Additional Class B Certificates) as provided below.
(b) Additional Class B Certificates may be issued,
executed and delivered upon satisfaction of the following conditions:
(i) after giving effect to the issuance of such Additional Class B
Certificates, the Transferor Amount minus the Excluded Receivables
Balance shall be at least equal to the Minimum Transferor Amount and the
Aggregate Principal Receivables shall be at least equal to the Minimum
Aggregate Principal Receivables;
(ii) the Transferor shall have given notice by 10:00 A.M., New York
City time, on the date such Additional Class B Certificates are to be
issued to the Trustee, the Paying Agent, EFC and the Agent of the
proposed issuance of such Additional Class B Certificates;
(iii) on or before the date on which such Additional Class B
Certificates are issued, the Transferor, if so requested by the Trustee
at the direction of the Class A Certificateholders, shall have delivered
a Tax Opinion to the Trustee; and
(iv) on or before the date such Additional Class B Certificates are
issued, the Transferor shall deliver to the Trustee an Officer's
Certificate confirming the item set forth in clause (i) above. The
Trustee may conclusively rely on such certificate, shall have no duty to
make inquiries with regard to matters set forth therein and shall incur
no liability in so relying.
[END OF ARTICLE IV]
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Section 9. Article V of the Agreement. Article V of the Agreement
shall read in its entirety as follows and shall be applicable to the
Series 1996-A Certificates:
ARTICLE V
DISTRIBUTIONS AND REPORTS TO
CERTIFICATEHOLDERS
Section 5.1 Distributions. (a) On each Distribution Date,
the Paying Agent shall distribute to each Class A Certificateholder of
record as of the preceding Record Date (other than as provided in
Section 12.2 of the Agreement respecting a final distribution) such
Class A Certificateholder's pro rata share of the amounts that are
available on such Distribution Date to pay interest on the Class A
Certificates (excluding the amount of any Class A Monthly Interest that
has already been paid by a Servicer Advance or a Nordstrom Credit
Advance) pursuant to this Series Supplement.
(b) On each Distribution Date with respect to an Amortization Period,
the Paying Agent shall distribute to each Class A Certificateholder of
record as of the preceding Record Date (other than as provided in
Section 12.2 of the Agreement respecting a final distribution) such
Class A Certificateholder's pro rata share of the amounts that are
available on such date to pay principal of the Class A Certificates
pursuant to this Series Supplement.
(c) On each Distribution Date, the Paying Agent shall distribute to
each Class B Certificateholder of record as of the preceding Record Date
(other than as provided in Section 12.2 of the Agreement respecting a
final distribution) such Class B Certificateholder's pro rata share of
the amounts that are available on such Distribution Date to pay interest
on the Class B Certificates pursuant to this Series Supplement.
(d) On each Distribution Date with respect to an Amortization Period on
or after the Class B Principal Commencement Date, the Paying Agent shall
distribute to each Class B Certificateholder of record as of the
preceding Record Date (other than as provided in Section 12.2 of the
Agreement respecting a final distribution) such Class B
Certificateholder's pro rata share of the amounts that are
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available on such date to pay principal of the Class B Certificates
pursuant to this Series Supplement.
(e) Except as provided in Section 12.2 of the Agreement with respect to
a final distribution, distributions to Series 1996-A Certificateholders
hereunder shall be made by check mailed to each such Certificateholder
at such Certificateholder's address appearing in the Certificate
Register or by wire transfer of immediately available funds to such
Certificateholder's account so long as the Paying Agent was notified of
such account at least five Business Days prior to such Distribution
Date, in each case without presentation or surrender of any such Series
1996-A Certificate or the making of any notation thereon.
Section 5.2 Statements to Series 1996-A Certificateholders.
On each Distribution Date, the Paying Agent, on behalf of the Trustee,
shall forward to each Series 1996-A Certificateholder a statement
substantially in the form of Exhibit C prepared by the Servicer setting
forth certain information relating to the Trust and the Series
1996-A Certificates.
On or before January 31 of each calendar year, beginning
with calendar year 1997, the Paying Agent, on behalf of the Trustee,
shall furnish or cause to be furnished to each Person who at any time
during the preceding calendar year was a Certificateholder of Series
1996-A, a statement prepared by the Servicer containing the informat
ion which is required to be contained in the statement to the
Certificateholders in the form of Exhibit C, aggregated for such
calendar year or the applicable portion thereof during which such Person
was a Certificateholder of such Series, together with other information
as is required to be provided by an issuer of indebtedness under the
Internal Revenue Code and such other customary information as is
necessary to enable the Certificateholders of such Series to prepare
their tax returns. Such obligation of the Servicer 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 Internal Revenue Code as from time to time in
effect.
[END OF ARTICLE V]
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Section 10. Early Amortization Events. If any one of the
events specified in Section 9.1 of the Agreement or any one of the
following events shall occur during either the Revolving Period or the
Rapid Amortization Period with respect to the Series 1996-A
Certificates:
(i) failure on the part of the Transferor or the Servicer (a) to make
any payment or deposit on the date required under the Agreement, this
Series Supplement or the Transfer and Administration Agreement, as
applicable (or within the applicable grace period which will not exceed
five Business Days), (b) duly to observe or perform in any material
respect the covenant of the Transferor not to sell, pledge, assign or
transfer to any person, or grant any unpermitted lien on, any
Receivable, or (c) duly to observe or perform in any material respect
any other covenants or agreements of the Transferor in the Agreement or
in the Transfer and Administration Agreement (other than those
specifically referred to elsewhere in this Section 10), which in the
case of subclause (c) hereof, continues unremedied for a period of 60
days after written notice to the Transferor, and continues to affect
materially and adversely the interests of the Series 1996-A
Certificateholders for such period; provided, however, that an Early
Amortization Event described in clause (b) or (c) shall not be deemed to
occur if the Transferor has accepted the reassignment of the related
Receivable within 60 days after receipt of written notice by the
Transferor (or such longer period as the Trustee may specify not to
exceed an additional 60 days) of such Early Amortization Event in
accordance with the provisions of the Agreement;
(ii) failure on the part of Nordstrom Credit, Inc. to
make any payment on the date required under Section 4.8 of the
Agreement;
(iii) any representation or warranty made by the Transferor or
Nordstrom Credit, Inc. in the Agreement, this Series Supplement or the
Transfer and Administration Agreement (other than those specifically
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referred to elsewhere in this Section 10) or any information required to
be given by the Transferor to the Trustee to identify the Accounts
proves to have been incorrect in any material respect when made and
continues to be incorrect in any material respect for a period of 60
days after written notice to the Transferor and as a result of which the
interests of the Series 1996-A Certificateholders are materially and
adversely affected and which continues to materially and adversely
affect the interests of the Series 1996-A Certificateholders for such
period; provided, however, that an Early Amortization Event described in
this clause (ii) shall not be deemed to occur if the Transferor has
accepted the reassignment of the related Receivable or all such
Receivables, if applicable, during such period (or such longer period as
the Trustee may specify not to exceed an additional 60 days);
(iv) a failure by the Transferor to perform, comply with or observe any
agreement, covenant or obligation under Section 3.4(i) of the Transfer
and Administration Agreement;
(v) a failure by the Transferor to transfer Receivables from
Supplemental Accounts to the Trust within five Business Days after the
day on which it is required to transfer such Receivables pursuant to
Section 2.6 of the Agreement;
(vi) any Servicer Default occurs which would have a
material adverse effect on the Series 1996-A Certificateholders;
(vii) the Transferor shall enter into any consolidation or merger with
any other Person whereby the Transferor is not the Person surviving such
consolidation or merger;
(viii) a change in the operations of the Transferor or any other event
which materially and adversely affects the Transferor's ability to
either collect the Receivables or perform its obligations thereunder;
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(ix) an event which constitutes (with or without notice or lapse of
time or both) a default or potential default under any agreement of
which the Transferor or one of its Subsidiaries is a party relating to
indebtedness of the Transferor or such Subsidiary of $5,000,000 or more;
(x) on any day, the Class B Invested Amount is less than the Minimum
Enhancement Amount;
(xi) on any day, the Transferor Amount minus the Excluded Receivables
Balance is less than the Minimum Transferor Amount;
(xii) the average Portfolio Yield for any three consecutive Due Periods
is reduced to a rate which is less than the average Base Rate for such
period;
then, an Early Amortization Event with respect to only the Series 1996-A
Certificates will be deemed to have occurred without any notice or other
action on the part of the Trustee or the Certificateholders, immediately
upon the occurrence of such event; provided, however, that all of the
Class A Certificateholders may waive any such Early Amortization Event
with respect to the Series 1996-A Certificates. Upon any such waiver,
such Early Amortization Event shall be deemed not to have occurred for
every purpose of the Agreement and this Series Supplement.
No such waiver shall extend to any subsequent or other event or impair
any right consequent thereon.
Section 11. Termination or Suspension of Automatic Additions of
Accounts. All of the Class A Certificateholders may direct
the Transferor by notification in writing to designate one or more
Automatic Addition Termination Dates or one or more Automatic Addition
Suspension Dates and Restart Dates. Upon receipt of such notification
, the Transferor shall designate the date or dates specified therein as
Automatic Addition Termination Dates or Automatic Addition Suspension
Dates and Restart Dates, as the case may be, by providing the notices
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and taking the actions required by Section 2.6(d)(i) of the Agreement.
Section 12. Representations and Warranties of Nordstrom Credit, Inc.
Nordstrom Credit, Inc. hereby represents and warrants to the Trustee, as
of the date hereof, as follows:
(a) Organization, etc. Nordstrom Credit, Inc. is a corporation duly
organized, validly existing and in good standing under the laws of the
State of Colorado and has full corporate power, authority and legal
right to own or lease all of its properties and assets, to carry on its
business as it is now being conducted and to execute , deliver and
perform the Agreement and this Series Supplement. Nordstrom Credit,
Inc. is duly qualified as a foreign corporation in good standing under
the laws of each other jurisdiction in which the nature of its business
requires such qualification and in which failure to so qualify would
render the Agreement or this Series Supplement unenforceable or would
have a material adverse effect on Nordstrom Credit, Inc.'s ability to
perform its obligations thereunder or hereunder.
(b) Authorization; Valid Agreement. The execution, delivery and
performance of the Agreement and this Series Supplement has been duly
authorized by all required corporate or other action on the part of
Nordstrom Credit, Inc., and each of the Agreement and this Series
Supplement constitutes the legal, valid and binding obligation
of Nordstrom Credit, Inc., enforceable in accordance with its terms,
subject to applicable bankruptcy, insolvency, moratorium or other
similar laws affecting the rights of creditors generally as such laws
would apply in the event of the bankruptcy, insolvency, moratorium or
other similar event with respect to Nordstrom Credit, Inc. and to
general principles of equity.
(c) No Conflicts. The execution, delivery and performance by
Nordstrom Credit, Inc. of each of the Agreement and this Series
Supplement does not and will not (a) contravene its charter or By-Laws,
(b) in any material respect, violate any provision of, or require any
filing, registration, consent or approval under, any law, rule,
regulation, order, writ, judgment, injunction, decree, determination or
award presently in effect having applicability to Nordstrom Credit,
Inc., (c) result in a breach of or constitute a default or require any
consent under any material indenture or loan or credit agreement or any
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other material agreement, lease or instrument to which Nordstrom Credit,
Inc. is a party or by which it or its properties may be bound or
affected or (d) result in, or require, the creation or imposition of any
material lien upon or with respect to any of the properties now owned or
hereafter acquired by Nordstrom Credit, Inc.
(d) No Proceedings. There are no proceedings or investigations
pending, or to the best knowledge of Nordstrom Credit, Inc., threatened
against Nordstrom Credit, Inc. before any Governmental Authority (a)
asserting the invalidity of the Agreement or this Series Supplement, (b)
seeking to prevent the consummation of the transactions contemplated by
the Agreement or this Series Supplement, (c) seeking any determination
or ruling that would adversely affect the performance by Nordstrom
Credit, Inc. of its obligations under the Agreement or this
Series Supplement or (d) seeking any determination or ruling that would
adversely affect the validity or enforceability of the Agreement or this
Series Supplement.
Section 13. Series 1996-A Investor Exchange; Certificate
Defeasance. (a) Pursuant to subsection 6.9(b) of the Agreement, the
Certificateholders may tender their Certificates, and the holder of the
Exchangeable Transferor Certificate may tender the Exchangeable
Transferor Certificate, in exchange for (i) one or more newly issued
classes of Investor Certificates and (ii) a reissued Exchangeable
Transferor Certificate in accordance with the terms and conditions
contained in a notice of exchange delivered to the Certificateholders.
Such notice of exchange will specify, among other things: (a) the
amount of Certificates that may be tendered, (b) the Certificate Rate
(or the method for allocating interest payments or other cash flows to
such Series), if any, with respect to the new Series, (c) the term of
the Series, (d) the method of computing the invested percentage, (e) the
manner of Enhancement, if any, with respect to the Series and (f) the
time and the manner at which the tender and cancellation of the Series
1996-A Certificates and the issuance of the new Certificates will be
effectuated. Upon satisfaction of the conditions contained in
subsections 6.9(b) and 6.9(c) of the Agreement, and the receipt by the
Trustee of the exchange notice and the related Supplement, the Trustee
shall cancel the existing Exchangeable Transferor Certificate and the
applicable Series 1996-A Certificates which have been tendered pursuant
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to this Section 12(a), and shall issue such new Series of Investor
Certificates and a new Exchangeable Transferor Certificate, each dated
the Exchange Date.
(b) The Trustee, for the benefit of the Series 1996-A
Certificateholders, shall establish prior to such tender and exchange,
and maintain with a Qualified Institution in the name of the Trust, a
certain segregated trust account (the Defeasance Account). At the
option of the Transferor, all amounts received by the Trustee from the
issuance of new Certificates or increased invested amount of another
Series (or any class within any such other Series) on the settlement
date for such issuance shall be deposited in the Defeasance Account.
(c) Amounts on deposit in the Defeasance Account shall be
applied as Collections allocable to the Series 1996-A Certificates in
payment of the Invested Amount and all accrued and unpaid interest
thereon, in accordance with Section 4.5 of the Agreement. Any Business
Day upon which payments are received in the Defeasance Account shall be
deemed to be a Distribution Date. Any funds remaining in the Defeasance
Account after all amounts payable to the Certificateholders pursuant to
Section 4.5 of the Agreement have been paid in full shall be paid to the
Transferor.
Section 14. Transfers of Series 1996-A Certificates; Legends.
(a) No Class A Certificate or any interest therein may be
sold (including in the initial offering), conveyed, assigned,
hypothecated, pledged, participated, or otherwise transferred (each, a
Transfer) except in accordance with this Section 14. No Class B
Certificate or any interest therein may be Transferred. Any Transfer of
a Class A Certificate otherwise permitted by this Section 14 will
be permitted only if it consists of a pro rata percentage interest in
all payments made with respect to such holder's Class A Certificates and
no Transfers of partial interests in a Class A Certificate shall be
permitted. No Class A Certificate or any interest therein may be
Transferred to any Person (each, an Assignee), unless the Assignee
shall have executed and delivered the certification referred to in
subsection 14(e) below and each of the Transferor and the Servicer shall
have granted its prior consent thereto; provided, that the consent of
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the Transferor and the Servicer shall not be required in connection with
any transfer to the Bank Investors, any Liquidity Provider or any
Affiliate of Nordstrom National Credit Bank pursuant to the Transfer and
Administration Agreement. The consent of the Transferor and the
Servicer shall be granted unless the Transferor reasonably determines
that such Transfer would create a risk that the Trust would be
classified for federal or any applicable state tax purposes as an
association or publicly traded partnership taxable as a corporation;
provided, that any attempted Transfer that would cause the number of
Targeted Holders to exceed ninety-nine shall be void; and provided,
further, that there shall not at any time be more than 10 Class A
Certificateholders or such other number as may be consented to by the
Transferor, which consent may be withheld in its sole and absolute
discretion.
(b) Each initial purchaser of a Series 1996-A Certificate
or any interest therein and any Assignee thereof shall certify to the
Transferor, the Servicer, and the Trustee that it is either (A)(i) a
citizen or resident of the U.S., (ii) a corporation, partnership or
other entity organized in or under the laws of the U.S. or
any political subdivision thereof which, if such entity is a tax-exempt
entity, recognizes that payments with respect to the Series 1996-A
Certificates may constitute unrelated business taxable income or (iii) a
person not described in (i) or (ii) whose ownership of the Series 1996-A
Certificates is effectively connected with the conduct of a trade or
business within the United States (within the meaning of the Code)
and whose ownership of any interest in a Series 1996-A Certificate will
not result in any withholding obligation with respect to any payments
with respect to the Series 1996-A Certificates by any person and who
will furnish to the Certificateholder making the Transfer, the Servicer
and the Trustee, a properly executed U.S. Internal Revenue Service
Form 4224 (and to agree to provide a new Form 4224 upon the expiration
or obsolescence of any previously delivered form and comparable
statements in accordance with applicable U.S. laws) or (B) an estate or
trust the income of which is includible in gross income for U.S. federal
income tax purposes.
(c) Each initial purchaser of a Class A Certificate or any
interest therein and any Assignee thereof shall further certify to the
Transferor, the Servicer and the Trustee that it has neither acquired
nor will it sell, trade or transfer any interest in a Class A
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Certificate or cause an interest in a Class A Certificate to be marketed
on or through (i) an established securities market within
the meaning of Section 7704(b)(1) of the Code and any treasury
regulation thereunder, including, without limitation, an over-the-
counter-market or an interdealer quotation system that regularly
disseminates firm buy or sell quotations or (ii) a secondary market
within the meaning of Section 7704(b)(2) of the Code and any treasury
regulation thereunder, including a market wherein interests in the Class
A Certificates are regularly quoted by any Person making a market in
such interests and a market wherein any Person regularly makes available
bid or offer quotes with respect to interests in the Class A
Certificates and stands ready to effect buy or sell transactions at the
quoted prices for itself or on behalf of others. In addition, each
initial purchaser of a Class A Certificate or any interest therein and
any Assignee shall certify, prior to any delivery or Transfer to it of a
Class A Certificate that it is not and will not become a partnership,
Subchapter S corporation or grantor trust for U.S. federal income tax
purposes. If an initial purchaser of an interest in a Class A
Certificate or an Assignee cannot make the certification described in
the preceding sentence, the Transferor may, in its sole discretion,
prohibit a Transfer to such entity; provided, however, that if the
Transferor agrees to permit such a Transfer, the Transferor, the
Servicer or the Trustee may require additional certifications in order
to prevent the Trust from being treated as a publicly traded
partnership.
(d) Each Class A Certificate will bear a legend or legends
substantially in the following form:
EACH PURCHASER REPRESENTS AND WARRANTS FOR THE BENEFIT OF
NORDSTROM NATIONAL CREDIT BANK AND THE TRUSTEE THAT SUCH PURCHASER IS
NOT (I) AN EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"))
THAT IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, (II) A PLAN
DESCRIBED IN SECTION 4975(E)(1) OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED, (III) A GOVERNMENTAL PLAN, AS DEFINED IN
SECTION 3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH
IS, TO A MATERIAL EXTENT, SIMILAR TO THE PROVISIONS OF SECTION 406 OF
ERISA OR SECTION 4975 OF THE CODE, (IV) AN ENTITY WHOSE UNDERLYING
ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN'S INVESTMENT IN THE
ENTITY OR (V) A PERSON INVESTING PLAN ASSETS OF ANY SUCH PLAN
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(EXCLUDING FOR PURPOSES OF THIS CLAUSE (V), ANY ENTITY REGISTERED UNDER
THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED).
THIS CERTIFICATE MAY NOT BE ACQUIRED, SOLD, TRADED OR TRANSFERRED, NOR
MAY AN INTEREST IN THIS CERTIFICATE BE MARKETED, ON OR THROUGH (I) AN
ESTABLISHED SECURITIES MARKET WITHIN THE MEANING OF SECTION 7704(b)(1)
OF THE CODE AND ANY PROPOSED, TEMPORARY OR FINAL TREASURY REGULATION
THEREUNDER, INCLUDING, WITHOUT LIMITATION, AN OVER-THE-COUNTER-MARKET OR
AN INTERDEALER QUOTATION SYSTEM THAT REGULARLY DISSEMINATES FIRM BUY OR
SELL QUOTATIONS OR (II) A SECONDARY MARKET WITHIN THE MEANING OF SECTION
7704(b)(2) OF THE CODE AND ANY PROPOSED, TEMPORARY OR FINAL TREASURY
REGULATION THEREUNDER, INCLUDING A MARKET WHEREIN INTERESTS IN THE CLASS
A CERTIFICATES ARE REGULARLY QUOTED BY ANY PERSON MAKING A MARKET IN
SUCH INTERESTS AND A MARKET WHEREIN ANY PERSON REGULARLY MAKES AVAILABLE
BID OR OFFER QUOTES WITH RESPECT TO INTERESTS IN THE CLASS A
CERTIFICATES AND STANDS READY TO EFFECT BUY OR SELL TRANSACTIONS AT THE
QUOTED PRICES FOR ITSELF OR ON BEHALF OF OTHERS.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), OR
ANY STATE SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS
CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES
ACT AND OTHER APPLICABLE LAWS AND ONLY (1) TO THE TRANSFEROR, (2) TO A
LIMITED NUMBER OF INSTITUTIONAL ACCREDITED INVESTORS (AS DEFINED IN RULE
501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT) AND IN A
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT (UPON DELIVERY OF THE DOCUMENTATION REQUIRED BY THE POOLING AND
SERVICING AGREEMENT AND, IF THE TRUSTEE SO REQUIRES, AN OPINION OF
COUNSEL SATISFACTORY TO THE TRUSTEE) OR (3) PURSUANT TO RULE
144A UNDER THE SECURITIES ACT TO A PERSON THAT THE HOLDER REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE
144A (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. EACH CERTIFICATE OWNER BY ACCEPTING A BENEFICIAL INTEREST IN
THIS CERTIFICATE IS DEEMED TO REPRESENT THAT IT IS EITHER A QIB
PURCHASING FOR ITS OWN ACCOUNT, A QIB PURCHASING FOR THE ACCOUNT OF
ANOTHER QIB OR AN INSTITUTIONAL ACCREDITED INVESTOR (AS DEFINED
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IN RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT). THIS
CERTIFICATE WILL NOT BE ACCEPTED FOR REGISTRATION OF TRANSFER EXCEPT
UPON PRESENTATION OF EVIDENCE SATISFACTORY TO THE TRANSFER AGENT AND
REGISTRAR THAT THE RESTRICTIONS ON TRANSFER SET FORTH IN THE SERIES 1996
- -A SUPPLEMENT HAVE BEEN COMPLIED WITH. THIS CERTIFICATE MAY NOT BE
REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT THE PRIOR
WRITTEN CONSENT OF EACH OF THE TRANSFEROR AND THE SERVICER AND UNLESS
AND UNTIL THE TRUSTEE SHALL HAVE RECEIVED THE CERTIFICATIONS REQUIRED BY
THE SERIES 1996-A SUPPLEMENT.
Each Class B Certificate will bear a legend or legends
substantially in the following form:
THIS CERTIFICATE MAY NOT BE REOFFERED, RESOLD, PLEDGED OR
OTHERWISE TRANSFERRED.
EACH PURCHASER REPRESENTS AND WARRANTS FOR THE BENEFIT OF
NORDSTROM NATIONAL CREDIT BANK AND THE TRUSTEE THAT SUCH PURCHASER IS
NOT (I) AN EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (ERISA))
THAT IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, (II) A PLAN
DESCRIBED IN SECTION 4975(E)(1) OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED, (III) A GOVERNMENTAL PLAN, AS DEFINED IN
SECTION 3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH
IS, TO A MATERIAL EXTENT, SIMILAR TO THE PROVISIONS OF SECTION 406 OF
ERISA OR SECTION 4975 OF THE CODE, (IV) AN ENTITY WHOSE UNDERLYING
ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN'S INVESTMENT IN THE
ENTITY OR (V) A PERSON INVESTING "PLAN ASSETS" OF ANY SUCH PLAN
(EXCLUDING FOR PURPOSES OF THIS CLAUSE (V), ANY ENTITY REGISTERED UNDER
THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED).
(e) Upon surrender for registration of transfer of a
Class A Certificate at the office of the Transfer Agent and Registrar,
accompanied by a certification by the Class A Certificateholder
substantially in the form attached as Exhibit D, executed by the
registered owner, in person or by such Class A Certificate-holder's
attorney thereunto duly authorized in writing, and receipt by the
Trustee of the written consent of each of the Transferor and the
Servicer to such transfer, such Class A Certificate shall be transferred
upon the Certificate Register, and the Transferor shall execute, and the
Trustee shall authenticate and deliver, in the name of the designated
transferees one or more new registered Class A Certificates of any
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authorized denominations and of a like aggregate principal amount and
tenor. Such transfers of Class A Certificates shall be subject to the
restrictions set forth in this Section 14, to such other restrictions as
shall be set forth in the text of the Class A Certificates and to such
reasonable regulations as may be prescribed by the Transferor.
Successive registrations and registrations of transfers as aforesaid may
be made from time to time as desired, and each such registration shall
be noted on the Certificate Register.
Section 15. Ratification of Master Pooling and Servicing
Agreement. As supplemented by this Series Supplement, the Agreement is
in all respects ratified and confirmed and the Agreement as so
supplemented by this Series Supplement shall be read, taken, and
construed as one and the same instrument; provided, however, that
pursuant to Section 9.2(a) of the Agreement, the Trustee shall sell the
portion of the Receivables allocable to Series 1996-A unless instructed
not to sell, dispose of or otherwise liquidate the Receivables by
holders of interests aggregating more than 50% of each class of each
Series (including a majority in interest in each collateral indebtedness
interest), each holder of an interest in the Transferor Interest other
than the Transferor and any other Person specified in a Supplement.
Section 16. Counterparts. This Series Supplement may be
executed in any number of counterparts, each of which so executed shall
be deemed to be an original, but all of such counterparts shall together
constitute but one and the same instrument.
Section 17. Governing Law. THIS SERIES SUPPLEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF COLORADO, 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 18. Subordination of Certain Termination Payments.
Notwithstanding anything contained in Section 12.2(c) of the Agreement,
upon the sale of Receivables or interests therein as provided in Section
12.2(c) of the Agreement, the proceeds of any such sale payable in
respect of the Series 1996-A Certificates shall be payable first to the
Class A Certificates until paid in full and then to the Class B
Certificates until paid in full.
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Section 19. Acknowledgment by Nordstrom Credit, Inc.
Nordstrom Credit, Inc. hereby adopts and acknowledges Sections 4.5(d),
4.8, 7.4 and 9.2(a) of the Agreement, and by executing this Series
Supplement shall be deemed to be a party to the Agreement for purposes
of its obligations under said Sections 4.5(d), 4.8, 7.4 and 9.2(a).
Section 20. Opinions of Counsel. Any Opinion of Counsel
required to be delivered pursuant to the Agreement or this Series
Supplement shall be acceptable to the Agent, in its sole discretion.
Section 21. Article VII of the Agreement. Article VII of
the Agreement shall read in its entirety as provided in the Agreement,
except that Section 7.4 thereof shall read in its entirety as follows:
ARTICLE VII
OTHER MATTERS RELATING
TO THE TRANSFEROR
Section 7.4 Liabilities. Notwithstanding Section 7.3, by
entering into this Agreement, each of the Transferor and Nordstrom
Credit, Inc. agree to be liable, directly to the injured party, for the
entire amount of any losses, claims, damages, penalties or liabilities
(other than those incurred by a Certificateholder in the capacity of an
investor in the Investor Certificates as a result of the performance of
the Receivables, market fluctuations, a shortfall in any Enhancement or
other similar market or investment risks) arising out of or based on the
arrangement created by this Agreement and the actions of the Servicer
taken pursuant hereto as though this Agreement created a partnership
under the Uniform Partnership Act. Each of the Transferor and Nordstrom
Credit, Inc. agrees to pay, indemnify and hold harmless each Investor
Certificateholder against and from any and all such losses, claims,
damages and liabilities (other than those incurred by a
Certificateholder in the capacity of an investor in the Investor
Certificates as a result of the performance of the Receivables, market
fluctuations, a shortfall in any Enhancement or other similar market or
investment risks) except to the extent that they arise from any action
by such Investor Certificateholder. Subject to Sections 8.3 and 8.4, in
the event of a Service Transfer, the Successor Servicer will indemnify
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and hold harmless each of the Transferor and Nordstrom Credit,
Inc. for any losses, claims, damages and liabilities of the Transferor
or Nordstrom Credit, Inc. as described in this Section 7.4 arising from
the actions or omissions of such Successor Servicer.
Section 22. Article IX of the Agreement. Article IX of the
Agreement shall read in its entirety as provided in the Agreement,
except that Section 9.2(a) thereof shall read in its entirety as
follows:
ARTICLE IX
EARLY AMORTIZATION EVENTS
Section 9.2 Additional Rights Upon the Occurrence of
Certain Events.
(a) If the Transferor or Nordstrom Credit, Inc. voluntarily
goes into liquidation or consents to the appointment of a trustee,
conservator, receiver, liquidator, custodian or other similar official
in any bankruptcy, insolvency, readjustment of debt, marshalling of
assets and liabilities, receivership, conservatorship or similar
proceedings of or relating to either the Transferor or Nordstrom Credit,
Inc. or of or relating to all or substantially all of its property; or a
decree or order of a court or agency or supervisory authority having
jurisdiction in the premises for the appointment of a trustee,
conservator, receiver, liquidator, custodian or other similar official
in any bankruptcy, insolvency, readjustment of debt, marshalling of
assets and liabilities, receivership, conservatorship or similar
proceedings, or for the winding-up or liquidation of its affairs, shall
have been entered against either the Transferor or Nordstrom Credit,
Inc. and, only in the case of Nordstrom Credit, Inc., such decree or
order shall have remained in force undischarged or unstayed for a period
of sixty (60) days; either the Transferor or Nordstrom Credit, Inc.
shall admit in writing its inability to pay its debts generally as they
become due, file a petition to take advantage of any applicable
bankruptcy, insolvency, receivership, conservatorship or reorganization
statute , make an assignment for the benefit of its creditors or
voluntarily suspend payment of its obligations; an involuntary petition
shall be filed with respect to the Transferor or Nordstrom Credit, Inc.
in a court of competent jurisdiction seeking to take advantage of any
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applicable bankruptcy, insolvency, receivership, conservatorship or
reorganization statute and, only in the case of Nordstrom Credit, Inc.,
such proceeding or petition shall continue undismissed for sixty (60)
days; or the Transferor shall become unable for any reason to transfer
Receivables in accordance with the provisions of this Agreement (such
voluntary liquidation, appointment, entering of such decree, admission,
filing, making, suspension or inability, a Dissolution Event), the
Transferor shall promptly give notice of such event to the Trustee, and
the Transferor shall on the day of such appointment, voluntary
liquidation, entering of such decree, admission, filing, making,
suspension or inability, as the case may be (the Appointment Day),
immediately cease to transfer Principal Receivables to the Trust
hereunder. Notwithstanding any cessation of the transfer to the Trust
of additional Principal Receivables, Principal Receivables transferred
to the Trust prior to the occurrence of such Dissolution Event and
Collections in respect of such Principal Receivables and Finance Charge
Receivables whenever created shall continue to be part of the Trust, and
such Collections shall continue to be allocated and deposited in
accordance with the provisions of Article IV. Within 15 days of the
receipt by the Trustee of the notice of a Dissolution Event, the Trustee
shall (i) publish a notice in an Authorized Newspaper that a Dissolution
Event has occurred and that the Trustee intends to sell, dispose of or
otherwise liquidate the Receivables in a commercially reasonable manner
and (ii) send written notice to the Investor Certificateholders and any
Enhancement Provider entitled thereto describing the provisions of this
Section 9.2 and requesting instructions from such Holders, which notice
shall request each Investor Certificateholder to advise the Trustee in
writing that it elects one of the following options: (A) the Investor
Certificateholder wishes the Trustee to instruct the Servicer not to
sell, dispose of or otherwise liquidate the Receivables and to instruct
the Servicer to reconstitute the Trust upon the same terms and
conditions set forth herein, or (B) the Investor Certificateholder
wishes the Trustee to instruct the Servicer to sell, dispose of or
otherwise liquidate the Receivables, or (C) the Investor
Certificateholder refuses to advise the Trustee as to the specific
action the Trustee shall instruct the Servicer to take. If after 90
days from the day notice pursuant to clause (i) above is first published
(the Publication Date), the Trustee shall not have received written
instructions of Holders (other than the Transferor or any of its
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Affiliates) of Investor Certificates representing Undivided Interests
aggregating in excess of 50% of the related Invested Amount of each
Series (or in the case of a Series having more than one class of
Investor Certificates, each class of such Series) to the effect that the
Trustee shall instruct the Servicer not to sell, dispose of, or
otherwise liquidate the Receivables and to instruct the Servicer to
reconstitute the Trust upon the same terms and conditions as set forth
herein, the Trustee shall instruct the Servicer to proceed to sell,
dispose of, or otherwise liquidate the Receivables in a commercially
reasonable manner and on commercially reasonable terms, which shall
include the solicitation of competitive bids and the Servicer shall
proceed to consummate the sale, liquidation or disposition of the
Receivables as provided above with the highest bidder for the
Receivables. If, however, with respect to the portion of the
Receivables allocable to any outstanding Series, the holders (other
than the Transferor or any of its Affiliates) of more than 50% of the
principal amount of each class of such Series instruct the Trustee not
to sell the portion of the Receivables allocable to such Series, the
Trust shall continue with respect to such Series pursuant to the terms
of the Agreement and the Supplement. If specified in the applicable
Supplement, the holder (other than the Transferor or any of its
Affiliates) of an Enhancement Invested Amount with respect to a Series
shall be entitled to give instructions pursuant to this Section 9.2 as
if such Enhancement Invested Amount were a class of such Series. The
portion of the Receivables allocable to any Series shall be equal to the
sum of (1) the product of (A) the Transferor Percentage, (B) the
Aggregate Principal Receivables and (C) a fraction the numerator of
which is the related Percentage with respect to Finance Charge
Receivables and the denominator of which is the sum of all Invested
Percentages with respect to Finance Charge Receivables of all Series
outstanding and (2) the Invested Amount of such Series. The Transferor
or any of its Affiliates shall be permitted to bid for the Receivables.
In addition the Transferor or any of its Affiliates shall have the right
to match any bid by a third person and be granted the right to purchase
the Receivables at such matched bid price. The Trustee may obtain a
prior determination from the conservator or receiver that the terms and
manner of any proposed sale, disposition or liquidation are commercially
reasonable. The provisions of Sections 9.1 and 9.2 shall not be deemed
to be mutually exclusive.
4
<PAGE>
Section 23. Consent to Issuance of Additional Series. Prior to
the issuance of any Series other than Series 1996-A, the Transferor
shall obtain the consent of the Agent, which consent may not be
unreasonably withheld.
43
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Series
Supplement to be duly executed by their respective officers thereunto
duly authorized as of the day and year first above written.
NORDSTROM NATIONAL CREDIT BANK,
as Transferor and Servicer
By: /s/ Carol R. Simonson
--------------------------
Name: Carol R. Simonson
Title: Vice President of Finance
NORDSTROM CREDIT, INC.
By: /s/ John Walgamott
--------------------------
Title:President
NORWEST BANK COLORADO, NATIONAL ASSOCIATION,
as Trustee and Paying Agent
By: /s/ A. Lenore Martinez
--------------------------
Name: A. Lenore Martinez
Title: Senior Vice President
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C>
PRELIMINARY STATEMENT 1
Section 1. Designation 1
Section 2. Definitions 2
Section 3. Minimum Transferor Interest Percentage 12
Section 4. Reassignment and Transfer Terms 13
Section 5. Delivery and Payment for the Certificates 13
Section 6. Form of Delivery of the Series 1996-A
Certificates 13
Section 7. Servicing Compensation; Interchange 13
Section 8. Article IV of the Agreement 14
ARTICLE IV
RIGHTS OF SERIES 1996-A CERTIFICATEHOLDERS AND
ALLOCATION AND APPLICATION OF COLLECTIONS 14
Section 4.2 Collections and
Allocations 14
Section 4.3 Determination of Monthly
Interest 16
Section 4.4 Determination of Monthly
Principal 16
Section 4.5 Application of Collections 17
Section 4.6 Defaulted Amounts; Investor
Charge Offs 21
Section 4.7 Reallocated Class B Principal
Collections 23
Section 4.8 Certain Payments by Nordstrom
Credit, Inc. 23
Section 4.9 Excess Principal Collections 24
Section 4.10 Excess Finance Charge
Collections 24
Section 4.11 Additional Issuances of
Class B Certificates 25
Section 9. Article V of the Agreement 26
</TABLE>
i
<PAGE>
<TABLE>
<CAPTION>
ARTICLE V
<S> <C>
DISTRIBUTIONS AND REPORTS TO
CERTIFICATEHOLDERS 26
Section 5.1 Distributions 26
Section 5.2 Statements to Series 1996-A
Certificateholders 27
Section 10. Early Amortization Events 28
Section 11. Termination or Suspension of Automatic
Additions of Accounts 30
Section 12. Representations and Warranties of
Nordstrom Credit, Inc. 31
Section 13. Series 1996-A Investor Exchange;
Certificate Defeasance 32
Section 14. Transfers of Series 1996-A
Certificates; Legends. 33
Section 15. Ratification of Master Pooling and
Servicing Agreement 38
Section 16. Counterparts 38
Section 17. Governing Law 38
Section 18. Subordination of Certain Termination
Payments 38
Section 19. Acknowledgment by Nordstrom Credit,
Inc. 39
Section 20. Opinions of Counsel 39
Section 21. Article VII of the Agreement 39
ARTICLE VI
OTHER MATTERS RELATING
TO THE TRANSFEROR 39
Section 6.1 Liabilities 39
</TABLE>
ii
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
Section 22. Article IX of the Agreement 40
ARTICLE IX
EARLY AMORTIZATION EVENTS 40
Section 9.2 Additional Rights Upon
the Occurrence of
Certain Events 40
Section 23.Consent to Issuance of Additional Series 43
</TABLE>
iii
<PAGE>
NORDSTROM NATIONAL CREDIT BANK
Transferor and Servicer
and
NORDSTROM CREDIT, INC.
and
NORWEST BANK COLORADO, NATIONAL ASSOCIATION Trustee
on behalf of the Certificateholders
- ------------------------------------
SERIES 1996-A SUPPLEMENT
Dated as of August 14, 1996
to
MASTER POOLING AND SERVICING AGREEMENT
Dated as of August 14, 1996
- ---------------------------
$200,000,000
NORDSTROM CREDIT CARD MASTER TRUST
SERIES 1996-A
<PAGE>
EXHIBIT A
[FORM OF CLASS A CERTIFICATE]
REGISTERED One Unit
100%
No. A-1
THIS CLASS A CERTIFICATE (OR ITS PREDECESSOR)
WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGIS-
TRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"). THIS CLASS A CERTIFICATE HAS NOT BEEN
AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT, OR
ANY STATE SECURITIES LAW. THE HOLDER HEREOF, BY PURCHAS-
ING THIS CLASS A CERTIFICATE, AGREES THAT THIS CLASS A
CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHER-
WISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES
ACT AND OTHER APPLICABLE LAWS AND ONLY (1) TO THE TRANS-
FEROR, (2) TO A LIMITED NUMBER OF INSTITUTIONAL "ACCRED-
ITED INVESTORS" (AS DEFINED IN RULE 501(a)(1), (2), (3)
OR (7) UNDER THE SECURITIES ACT) AND IN A TRANSACTION
EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURI-
TIES ACT (UPON DELIVERY OF THE DOCUMENTATION REQUIRED BY
THE AGREEMENT AND, IF THE TRUSTEE SO REQUIRES, AN OPINION
OF COUNSEL SATISFACTORY TO THE TRUSTEE) OR (3) PURSUANT
TO RULE 144A UNDER THE SECURITIES ACT TO A PERSON THAT
THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITU-
TIONAL BUYER WITHIN THE MEANING OF RULE 144A ("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. EACH
CERTIFICATE OWNER BY ACCEPTING A BENEFICIAL INTEREST IN
THIS CLASS A CERTIFICATE IS DEEMED TO REPRESENT THAT IT
IS EITHER A QIB PURCHASING FOR ITS OWN ACCOUNT, A QIB
PURCHASING FOR THE ACCOUNT OF ANOTHER QIB OR AN INSTITU-
TIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE
501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT).
THIS CLASS A CERTIFICATE WILL NOT BE ACCEPTED FOR REGIS-
TRATION OF TRANSFER EXCEPT UPON PRESENTATION OF EVIDENCE
SATISFACTORY TO THE TRANSFER AGENT AND REGISTRAR THAT THE
RESTRICTIONS ON TRANSFER SET FORTH IN THE SERIES SUPPLE-
MENT HAVE BEEN COMPLIED WITH. THIS CLASS A CERTIFICATE
MAY NOT BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANS-
FERRED WITHOUT THE PRIOR WRITTEN CONSENT OF EACH OF THE
TRANSFEROR AND THE SERVICER AND UNLESS AND UNTIL THE
<PAGE>
TRUSTEE SHALL HAVE RECEIVED THE CERTIFICATIONS REQUIRED
BY THE SERIES SUPPLEMENT.
THIS CLASS A CERTIFICATE MAY NOT BE ACQUIRED,
SOLD, TRADED OR TRANSFERRED, NOR MAY AN INTEREST IN THIS
CLASS A CERTIFICATE BE MARKETED, ON OR THROUGH (I) AN
"ESTABLISHED SECURITIES MARKET" WITHIN THE MEANING OF
SECTION 7704(b)(1) OF THE CODE AND ANY PROPOSED, TEMPO-
RARY OR FINAL TREASURY REGULATION THEREUNDER, INCLUDING,
WITHOUT LIMITATION, AN OVER-THE-COUNTER-MARKET OR AN
INTERDEALER QUOTATION SYSTEM THAT REGULARLY DISSEMINATES
FIRM BUY OR SELL QUOTATIONS OR (II) A "SECONDARY MARKET"
WITHIN THE MEANING OF SECTION 7704(b)(2) OF THE CODE AND
ANY PROPOSED, TEMPORARY OR FINAL TREASURY REGULATION
THEREUNDER, INCLUDING A MARKET WHEREIN INTERESTS IN THE
CLASS A CERTIFICATES ARE REGULARLY QUOTED BY ANY PERSON
MAKING A MARKET IN SUCH INTERESTS AND A MARKET WHEREIN
ANY PERSON REGULARLY MAKES AVAILABLE BID OR OFFER QUOTES
WITH RESPECT TO INTERESTS IN THE CLASS A CERTIFICATES AND
STANDS READY TO EFFECT BUY OR SELL TRANSACTIONS AT THE
QUOTED PRICES FOR ITSELF OR ON BEHALF OF OTHERS.
EACH PURCHASER REPRESENTS AND WARRANTS FOR THE
BENEFIT OF NORDSTROM NATIONAL CREDIT BANK AND THE TRUSTEE
THAT SUCH PURCHASER IS NOT (I) AN EMPLOYEE BENEFIT PLAN
(AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA")) THAT
IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, (II) A
PLAN DESCRIBED IN SECTION 4975(E)(1) OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED, (III) A GOVERNMENTAL
PLAN, AS DEFINED IN SECTION 3(32) OF ERISA, SUBJECT TO
ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL
EXTENT, SIMILAR TO THE PROVISIONS OF SECTION 406 OF ERISA
OR SECTION 4975 OF THE CODE, (IV) AN ENTITY WHOSE UNDER-
LYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN'S
INVESTMENT IN THE ENTITY OR (V) A PERSON INVESTING "PLAN
ASSETS" OF ANY SUCH PLAN (EXCLUDING FOR PURPOSES OF THIS
CLAUSE (V), ANY ENTITY REGISTERED UNDER THE INVESTMENT
COMPANY ACT OF 1940, AS AMENDED).
A-2
<PAGE>
NORDSTROM CREDIT CARD MASTER TRUST
CLASS A VARIABLE FUNDING CERTIFICATE,
SERIES 1996-A
Evidencing an undivided interest in a trust, the
corpus of which consists of receivables generated from
time to time in the ordinary course of business from a
portfolio of VISA and MasterCard credit card accounts
of
NORDSTROM NATIONAL CREDIT BANK
(Not an interest in or obligation of Nordstrom National
Credit Bank or any affiliate thereof)
This certifies that ENTERPRISE FUNDING CORPORATION (the
"Class A Certificateholder") is the registered owner of a
fractional undivided interest in certain assets of a
trust (the "Trust") created pursuant to the Master Pool-
ing and Servicing Agreement, dated as of August 14, 1996
(as amended and supplemented from time to time, the
"Agreement"), between Nordstrom National Credit Bank, a
national banking association, as Transferor and Servicer,
and Norwest Bank Colorado, National Association, a na-
tional banking association, as trustee (the "Trustee"),
as supplemented by the Series 1996-A Supplement, dated as
of August 14, 1996 (as amended and supplemented from time
to time, the "Series Supplement"), by and among the
Transferor and Servicer, Nordstrom Credit, Inc. and the
Trustee. The corpus of the Trust consists of (i) receiv-
ables (the "Receivables") generated from time to time in
a portfolio of revolving credit card accounts identified
under the Agreement (the "Accounts"), (ii) all monies
which are from time to time deposited in the Collection
Account, the Excess Funding Account and any other ac-
counts maintained for the benefit of Investor Certifi-
cateholders and (iii) all other assets and interests
constituting the Trust Property. The Holder of this
Class A Certificate is entitled to the benefit of the
obligation of Nordstrom Credit, Inc. to make payments to
the Trust under certain circumstances as provided in the
A-3
<PAGE>
Series Supplement. Although a summary of certain provi-
sions of the Agreement and the Series Supplement is set
forth below and on the Summary of Terms and Conditions
attached hereto and made a part hereof, this Class A
Certificate does not purport to summarize the Agreement
and the Series Supplement and reference is made to the
Agreement and the Series Supplement for information with
respect to the interests, rights, benefits, obligations,
proceeds and duties evidenced hereby and the rights,
duties and obligations of the Trustee. A copy of the
Agreement and the Series Supplement (without schedules)
may be requested from the Trustee by writing to the
Trustee at the Corporate Trust Office. To the extent not
defined herein, the capitalized terms used herein have
the meanings ascribed to them in the Agreement or the
Series Supplement, as applicable.
This Class A Certificate is issued under and is
subject to the terms, provisions and conditions of the
Agreement and the Series Supplement, to which Agreement
and Series Supplement, each as amended and supplemented
from time to time, the Class A Certificateholder by
virtue of the acceptance hereof assents and is bound.
It is the intent of the Transferor and the
Investor Certificateholders that, for Federal, state and
local income and franchise tax purposes only, the Inves-
tor Certificates will qualify as indebtedness of the
Transferor secured by the Receivables (unless otherwise
specified in the related Supplement). The Class A Cer-
tificateholder, by the acceptance of this Class A Certif-
icate, is deemed to agree to treat this Class A Certifi-
cate for Federal, state and local income and franchise
tax purposes as indebtedness of the Transferor (except to
the extent that different treatment is explicitly re-
quired under state or local tax statutes).
Interest will accrue on the Class A Certifi-
cates from the Closing Date through the last day of the
Due Period preceding the September 1996 Distribution
Date, and with respect to each Due Period thereafter,
based on the actual number of days in the related Due
Period and a year of 360 days, at a variable rate (the
"Class A Certificate Rate") as determined in accordance
with the Series Supplement. Interest on the Class A Cer-
tificates will be distributed on the twentieth day of
each month, or, if such day is not a Business Day, on the
A-4
<PAGE>
next succeeding Business Day (each, an "Distribution
Date"), commencing September 20, 1996.
In general, payments of principal with respect
to the Class A Certificates are limited to the Class A
Invested Amount, which may be less than the unpaid prin-
cipal balance of the Class A Certificates. All principal
of and interest on the Class A Certificates is due and
payable no later than the August 2006 Distribution Date
(the "Stated Series Termination Date"), but the Class A
Certificates may be paid earlier or later under certain
circumstances described in the Agreement and the Series
Supplement.
Unless the certificate of authentication hereon
has been executed by or on behalf of the Trustee, by
manual signature, this Class A Certificate shall not be
entitled to any benefit under the Agreement or the Series
Supplement or be valid for any purpose.
A-5
<PAGE>
IN WITNESS WHEREOF, the Transferor has caused
this Class A Certificate to be duly executed.
NORDSTROM NATIONAL CREDIT
BANK
By:
Name:
Title:
Dated: August 14, 1996
A-6
<PAGE>
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Class A Certificates described in the
within-mentioned Agreement and Series Supplement.
NORWEST BANK COLORADO, NATIONAL ASSOCIATION,
as Trustee,
By: ______________________
Authorized Officer
or
By:
as Authenticating Agent
for the Trustee,
By: ________________________
Authorized Officer
NORDSTROM CREDIT CARD MASTER TRUST
A-7
<PAGE>
CLASS A VARIABLE FUNDING CERTIFICATES,
SERIES 1996-A
Summary of Terms and Conditions
The Receivables consist generally of Principal
Receivables and Finance Charge Receivables. This Class A
Certificate is one of a Series of Certificates entitled
Nordstrom Credit Card Master Trust, Series 1996-A Certif-
icates (the "Series 1996-A Certificates"), and one of a
class thereof entitled Class A Variable Funding Certifi-
cates, Series 1996-A (the "Class B Certificates"), each
of which represents a fractional undivided interest in
certain assets of the Trust. The Trust Property is
allocated in part to the Investor Certificateholders of
all outstanding Series (the "Certificateholders' Inter-
est") and the interests, if any, of any Enhancement
Providers, with the remainder allocated to the Transfer-
or. The aggregate interest represented by the Class A
Certificates at any time in the Principal Receivables in
the Trust shall not exceed an amount equal to the Class A
Invested Amount at such time. The Class A Initial In-
vested Amount is $186,600,000. The Class A Invested
Amount on any date will be an amount equal to (a) the
Class A Initial Invested Amount, plus (b) the aggregate
principal amount of any Additional Class A Invested
Amounts purchased by Class A Certificateholders, minus
(c) the aggregate amount of principal payments made to
the Class A Certificateholders prior to such date, minus
(d) the aggregate amount of Class A Investor Charge Offs
for all prior Distribution Dates, plus (e) the aggregate
amount of Class A Investor Charge Offs reimbursed pursu-
ant to Section 4.5(a)(vi) of the Agreement prior to such
date; provided, however, that the Class A Invested Amount
may not be reduced below zero. In addition, a class of
the Series 1996-A Certificates entitled Class B 6.50%
Asset Backed Certificates, Series 1996-A (the "Class B
Certificates") will be issued pursuant to the Agreement
and the Series Supplement. Also, an Exchangeable Trans-
feror Certificate has been issued to Nordstrom National
Credit Bank pursuant to the Agreement which represents
the Transferor Interest.
A-8
<PAGE>
Subject to the terms and conditions of the
Agreement, the Transferor may from time to time direct
the Trustee, on behalf of the Trust, to issue one or more
new Series of Investor Certificates, which will represent
fractional undivided interests in certain Trust Property.
Pursuant to Section 2.2 of the Transfer and
Administration Agreement, dated as of August 14, 1996 (as
amended and supplemented from time to time, the "Transfer
and Administration Agreement"), by and among the Trans-
feror, Enterprise Funding Corporation and NationsBank,
N.A., the holders of this Class A Certificate may from
time to time be required, prior to the commencement of
the Early Amortization Period for the Certificates, to
purchase Additional Class A Invested Amounts on the terms
and conditions specified in the Transfer and Administra-
tion Agreement.
On each Distribution Date, the Paying Agent
shall distribute to each Class A Certificateholder of
record on the last day of the preceding calendar month
(each a "Record Date") such Class A Certificateholder's
pro rata share of such amounts as are payable to the
Class A Certificateholders pursuant to the Agreement and
the Series Supplement. Distributions with respect to
this Class A Certificate will be made by the Paying Agent
by check mailed to the address of the Class A Certifi-
cateholder of record appearing in the Certificate Regis-
ter or by wire transfer of immediately available funds to
such Certificateholder's account so long as the Paying
Agent was notified of such account at least five Business
Days prior to the related Distribution Date, in each case
without the presentation or surrender of this Class A
Certificate or the making of any notation thereon (except
for the final distribution in respect of this Class A
Certificate). Final payment of this Class A Certificate
will be made only upon presentation and surrender of this
Class A Certificate at the office or agency specified in
the notice of final distribution delivered (or published)
by the Trustee in accordance with the Agreement and the
Series Supplement.
On any Distribution Date occurring on or after
the day on which the Invested Amount is reduced to 5% or
less of the Initial Invested Amount of the Series 1996-A
Certificates of $196,500,000, the Series 1996-A Certifi-
cates are subject to retransfer to the Transferor. The
A-9
<PAGE>
retransfer price will be equal to the Invested Amount of
the Series 1996-A Certificates plus accrued but unpaid
interest thereon.
Subject to certain conditions in the Agreement,
if the Invested Amount of the Series 1996-A Certificates
is greater than zero on the Stated Series Termination
Date, the Trustee shall sell or cause to be sold an
amount of Receivables (or interests therein) up to 110%
of the Invested Amount at the close of business on such
date, but not more than the total amount of Receivables
allocable to the Series 1996-A Certificates pursuant to
the Agreement, and apply the proceeds of such sale as
provided in the Agreement and the Series Supplement.
This Class A Certificate does not represent an
obligation of, or an interest in, the Transferor, the
Servicer 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 instru-
mentality.
This Class A Certificate is limited in right of
payment to certain Collections with respect to the Re-
ceivables (and certain other amounts) and is senior to
the Class B Certificates, all as more specifically set
forth hereinabove and in the Agreement and the Series
Supplement.
The Agreement and any Supplement may be amended
from time to time by the Servicer, the Transferor and the
Trustee, without the consent of any of the Investor
Certificateholders, to cure any ambiguity, to correct or
supplement any provisions therein which may be inconsis-
tent with any other provisions therein or to add any
other provisions with respect to matters or questions
raised under the Agreement which shall not be inconsis-
tent with the provisions of the Agreement; provided,
however, that such action shall not adversely affect in
any material respect the interests of any of the Investor
Certificateholders. Additionally, the Agreement and any
Supplement may be amended from time to time by the
Servicer, the Transferor and the Trustee, without the
consent of any of the Investor Certificateholders, to add
to or change any of the provisions of the Agreement to
enable Bearer Certificates to be issued in conformity
with the Bearer Rules, to provide that Bearer Certifi-
A-10
<PAGE>
cates may be registrable as to principal, to change or
eliminate any restrictions on the payment of principal
(or premium, if any) or any interest on Bearer Certifi-
cates to comply with the Bearer Rules, to permit Bearer
Certificates to be issued in exchange for Registered
Certificates (if then permitted by the Bearer Rules), to
permit Bearer Certificates to be issued in exchange for
Bearer Certificates of other authorized denominations or
to permit the issuance of Investor Certificates in
uncertificated form, provided any such action shall not
adversely affect the interest of the Holders of Bearer
Certificates of any Series or any related Coupons in any
material respect unless such amendment is necessary to
comply with the Bearer Rules.
The Agreement and any Supplement may also be
amended from time to time by the Servicer, the Transferor
and the Trustee, without the consent of any of the Inves-
tor Certificateholders, for the purpose of adding any
provisions to or changing in any manner or eliminating
any of the provisions of the Agreement, or of modifying
in any manner the rights of the Holders of Investor
Certificates; provided that (i) the Servicer shall have
provided an Opinion of Counsel to the Trustee to the
effect that such amendment will not materially and ad-
versely affect the interests of the Investor Certificate-
holders of any outstanding Series, which Opinion of
Counsel may rely solely on the rating confirmation re-
ferred to in clause (iii) below (or 100% of the class of
Certificateholders so affected have consented), (ii) such
amendment shall not, as evidenced by an Opinion of Coun-
sel, cause any outstanding Series to fail to qualify as
debt for Federal income tax purposes, cause the Trust to
be characterized for Federal income tax purposes as an
association or a publicly traded partnership taxable as a
corporation or otherwise have any material adverse impact
on the Federal income taxation characterization of any
outstanding Series of Investor Certificates or the Feder-
al income taxation of any Investor Certificateholder or
any Certificate Owner and (iii) each Rating Agency as-
signing a rating for any class of Investor Certificates
of any then outstanding Series shall confirm that such
amendment shall not cause a reduction or withdrawal of
the rating of any outstanding Series of Investor Certif-
icates; provided, further that such amendment shall not
reduce in any manner the amount of, or delay the timing
of, distributions which are required to be made on any
A-11
<PAGE>
Investor Certificate of such Series without the consent
of the related Investor Certificateholder, change the
definition of or the manner of calculating the interest
of any Investor Certificateholder of such Series without
the consent of the related Investor Certificateholder or
reduce the aforesaid percentage required to consent to
any such amendment, in each case without the consent of
all such Investor Certificateholders.
The Agreement and any Supplement may also be
amended from time to time by the Servicer, the Transferor
and the Trustee with the consent of the Holders of Inves-
tor Certificates evidencing Undivided Interests aggregat-
ing not less than 66-2/3% of the Invested Amount of all
Series adversely affected, for the purpose of adding any
provisions to or changing in any manner or eliminating
any of the provisions of the Agreement or of modifying in
any manner the rights of the Investor Certificateholders
of any Series then issued and outstanding; provided,
however, that no such amendment shall (i) reduce in any
manner the amount of, or delay the timing of, distribu-
tions which are required to be made on any Investor
Certificate of such Series without the consent of the
related Investor Certificateholder; (ii) change the
definition of or the manner of calculating the Invested
Amount, the Invested Percentage, the applicable available
amount under any Enhancement or the Investor Default
Amount of such Series without the consent of each related
Investor Certificateholder; or (iii) reduce the aforesaid
percentage required to consent to any such amendment, in
each case without the consent of each related Investor
Certificateholder. Any amendment pursuant to this para-
graph shall require that each Rating Agency rating the
affected Series confirm that such amendment will not
cause a reduction or withdrawal of the rating of the
applicable Series.
Upon surrender for registration of transfer of
any Class A Certificate at the office of the Transfer
Agent and Registrar, accompanied by a certification by
the Certificateholder substantially in the form attached
as Exhibit D to the Supplement and by a written instru-
ment of transfer in the form approved by the Transferor
and the Trustee, executed by the registered owner, in
person or by such Certificateholder's attorney thereunto
duly authorized in writing, and upon receipt of the
written instructions required by Section 6.3(d) of the
A-12
<PAGE>
Agreement such Class A Certificate shall be transferred
upon the register, and the Transferor shall execute, and
the Trustee shall authenticate and deliver, in the name
of the designated transferees one or more new registered
Class A Certificates of any authorized denominations and
of a like aggregate principal amount and tenor.
As provided in the Agreement and subject to
certain limitations therein and herein set forth, Class A
Certificates are exchangeable for new Class A Certifi-
cates evidencing like aggregate fractional undivided
interests, as requested by the Certificateholder surren-
dering such Class A Certificates.
No service charge may be imposed for any ex-
change or registration of transfer but the 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.
Any of the preceding provisions concerning
registration of transfer or exchange of the Class A Cer-
tificates notwithstanding, the Trustee or the Transfer
Agent and Registrar, as the case may be, shall not be
required to register the transfer of or exchange any
Class A Certificates for a period of 15 days preceding
the due date for any payment with respect to the Class A
Certificates.
The Transferor, the Servicer, the Trustee, the
Paying Agent and the Transfer Agent and Registrar and any
agent of any of them, may treat the person in whose name
this Class A Certificate is registered as the owner
hereof for all purposes, and neither the Transferor, the
Servicer nor the Trustee, the Paying Agent, the Transfer
Agent and Registrar, nor any agent of any of them, shall
be affected by notice to the contrary except in certain
circumstances described in the Agreement.
THIS CLASS A CERTIFICATE SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF COLORADO, WITH-
OUT 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.
A-13
<PAGE>
EXHIBIT B
[FORM OF CLASS B CERTIFICATE]
REGISTERED $9,900,000
No. B-1
THIS CLASS B CERTIFICATE (OR ITS PREDECESSOR)
WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGIS-
TRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
THIS CLASS B CERTIFICATE MAY NOT BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED.
EACH PURCHASER REPRESENTS AND WARRANTS FOR THE
BENEFIT OF NORDSTROM NATIONAL CREDIT BANK AND THE TRUSTEE
THAT SUCH PURCHASER IS NOT (I) AN EMPLOYEE BENEFIT PLAN
(AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA")) THAT
IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, (II) A
PLAN DESCRIBED IN SECTION 4975(E)(1) OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED, (III) A GOVERNMENTAL
PLAN, AS DEFINED IN SECTION 3(32) OF ERISA, SUBJECT TO
ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL
EXTENT, SIMILAR TO THE PROVISIONS OF SECTION 406 OF ERISA
OR SECTION 4975 OF THE CODE, (IV) AN ENTITY WHOSE UNDER-
LYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN'S
INVESTMENT IN THE ENTITY OR (V) A PERSON INVESTING "PLAN
ASSETS" OF ANY SUCH PLAN (EXCLUDING FOR PURPOSES OF THIS
CLAUSE (V), ANY ENTITY REGISTERED UNDER THE INVESTMENT
COMPANY ACT OF 1940, AS AMENDED).
NORDSTROM CREDIT CARD MASTER TRUST
CLASS B 6.50% ASSET BACKED CERTIFICATE,
SERIES 1996-A
Evidencing an undivided interest in a trust, the corpus
of which consists primarily of receivables generated from
time to time in a portfolio of VISA and MasterCard
credit card accounts of
B-1
<PAGE>
NORDSTROM NATIONAL CREDIT BANK
(Not an interest in or obligation of Nordstrom National
Credit Bank or any affiliate thereof)
This certifies that NORDSTROM CREDIT, INC. (the "Class B
Certificateholder") is the registered owner of a frac-
tional undivided interest in certain assets of a trust
(the "Trust") created pursuant to the Master Pooling and
Servicing Agreement, dated as of August 14, 1996 (as
amended and supplemented from time to time, the "Agree-
ment"), between Nordstrom National Credit Bank, a nation-
al banking association, as Transferor and Servicer, and
Norwest Bank Colorado, National Association, a national
banking association, as trustee (the "Trustee"), as
supplemented by the Series 1996-A Supplement, dated as of
August 14, 1996 (as amended and supplemented from time to
time, the "Series Supplement"), by and among the Trans-
feror and Servicer, Nordstrom Credit, Inc. and the Trust-
ee. The corpus of the Trust consists of (i) receivables
(the "Receivables") generated from time to time in a
portfolio of revolving credit card accounts identified
under the Agreement (the "Accounts"), (ii) all monies
which are from time to time deposited in the Collection
Account, the Excess Funding Account and any other ac-
counts maintained for the benefit of Investor Certifi-
cateholders and (iii) all other assets and interests con-
stituting the Trust Property. Although a summary of cer-
tain provisions of the Agreement and the Series Supple-
ment is set forth below and on the Summary of Terms and
Conditions attached hereto and made a part hereof, this
Class B Certificate does not purport to summarize the
Agreement and the Series Supplement and reference is made
to the Agreement and the Series Supplement for informa-
tion with respect to the interests, rights, benefits,
obligations, proceeds and duties evidenced hereby and the
rights, duties and obligations of the Trustee. A copy of
the Agreement and the Series Supplement (without sched-
ules) may be requested from the Trustee by writing to the
Trustee at the Corporate Trust Office. To the extent not
defined herein, the capitalized terms used herein have
the meanings ascribed to them in the Agreement or the
Series Supplement, as applicable.
This Class B Certificate is issued under and is
subject to the terms, provisions and conditions of the
Agreement and the Series Supplement, to which Agreement
B-2
<PAGE>
and Series Supplement, each as amended and supplemented
from time to time, the Class B Certificateholder by
virtue of the acceptance hereof assents and is bound.
It is the intent of the Transferor and the
Investor Certificateholders that, for Federal, state and
local income and franchise tax purposes only, the Inves-
tor Certificates will qualify as indebtedness of the
Transferor secured by the Receivables (unless otherwise
specified in the related Supplement). The Class B Cer-
tificateholder, by the acceptance of this Class B Certif-
icate, is deemed to agree to treat this Class B Certifi-
cate for Federal, state and local income and franchise
tax purposes as indebtedness of the Transferor (except to
the extent that different treatment is explicitly re-
quired under state or local tax statutes).
Interest will accrue on the Class B Certifi-
cates from the Closing Date through the last day of the
Due Period preceding the September 1996 Distribution Date
based on a 360-day year consisting of twelve 30-day
months, and with respect to each Due Period thereafter,
based on an assumed month of 30 days for the related Due
Period and a year of 360 days, at a rate equal to 6.50%
per annum (the "Class B Certificate Rate"). Interest on
the Class B Certificates will be distributed on the
twentieth day of each month, or, if such day is not a
Business Day, on the next succeeding Business Day (each,
an "Distribution Date"), commencing September 20, 1996.
In general, payments of principal with respect
to the Class B Certificates are limited to the Class B
Invested Amount, which may be less than the unpaid prin-
cipal balance of the Class B Certificates. All principal
of and interest on the Class B Certificates is due and
payable no later than the August 2006 Distribution Date
(the "Stated Series Termination Date"), but the Class B
Certificates may be paid earlier or later under certain
circumstances described in the Agreement and the Series
Supplement. Principal payments with respect to the Class
B Certificates will not commence until the Class A Cer-
tificates have been paid in full.
Unless the certificate of authentication hereon
has been executed by or on behalf of the Trustee, by
manual signature, this Class B Certificate shall not be
B-3
<PAGE>
entitled to any benefit under the Agreement or the Series
Supplement or be valid for any purpose.
B-4
<PAGE>
IN WITNESS WHEREOF, the Transferor has caused
this Class B Certificate to be duly executed.
NORDSTROM NATIONAL CREDIT
BANK
By:
Name:
Title:
Dated: August 14, 1996
B-5
<PAGE>
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Class B Certificates described in the
within-mentioned Agreement and Series Supplement.
NORWEST BANK COLORADO, NATIONAL ASSOCIATION,
as Trustee,
By: ______________________
Authorized Officer
or
By:
as Authenticating Agent
for the Trustee,
By: ________________________
Authorized Officer
B-6
<PAGE>
NORDSTROM CREDIT CARD MASTER TRUST
CLASS B 6.50% ASSET BACKED CERTIFICATES,
SERIES 1996-A
Summary of Terms and Conditions
The Receivables consist generally of Principal
Receivables and Finance Charge Receivables. This Class B
Certificate is one of a Series of Certificates entitled
Nordstrom Credit Card Master Trust, Series 1996-A Certif-
icates (the "Series 1996-A Certificates"), and one of a
class thereof entitled Class B 6.50% Asset Backed Cer-
tificates, Series 1996-A (the "Class B Certificates"),
each of which represents a fractional undivided interest
in certain assets of the Trust. The Trust Property is
allocated in part to the Investor Certificateholders of
all outstanding Series (the "Certificateholders' Inter-
est") and the interests, if any, of any Enhancement
Providers, with the remainder allocated to the Transfer-
or. The aggregate interest represented by the Class B
Certificates at any time in the Principal Receivables in
the Trust shall not exceed an amount equal to the Class B
Invested Amount at such time. The Class B Initial In-
vested Amount is $9,900,000. The Class B Invested Amount
on any date will be an amount equal to (a) the Class B
Initial Invested Amount (plus the aggregate initial
principal amount of any Additional Class B Certificates
issued pursuant to Section 4.11(a) of the Agreement,
minus (b) the aggregate amount of principal payments made
to the Class B Certificateholders prior to such date,
minus (c) the aggregate amount of Class B Investor Charge
Offs for all prior Distribution Dates, minus (d) the
amount of Reallocated Class B Principal Collections
allocated to certain shortfalls in respect of the Class A
Certificates on all prior Distribution Dates pursuant to
the Agreement, minus (e) an amount equal to the amount by
which the Class B Invested Amount has been reduced on all
prior Distribution Dates in respect of the Class A Inves-
tor Default Amount pursuant to Section 4.6(a) of the
Agreement, plus (f) the aggregate amount by which reduc-
tions in the Class B Invested Amount pursuant to the
foregoing clauses (c), (d) and (e) have been reimbursed
pursuant to Section 4.5(a)(xi) of the Agreement prior to
such date; provided, however, that the Class B Invested
Amount may not be reduced below zero. In addition, a
B-7
<PAGE>
class of the Series 1996-A Certificates entitled Class A
Variable Funding Certificates, Series 1996-A (the "Class
A Certificates") will be issued pursuant to the Agreement
and the Series Supplement. Also, an Exchangeable Trans-
feror Certificate has been issued to Nordstrom National
Credit Bank pursuant to the Agreement which represents
the Transferor Interest.
Subject to the terms and conditions of the
Agreement, the Transferor may from time to time direct
the Trustee, on behalf of the Trust, to issue one or more
new Series of Investor Certificates, which will represent
fractional undivided interests in certain Trust Property.
On each Distribution Date, the Paying Agent
shall distribute to each Class B Certificateholder of
record on the last day of the preceding calendar month
(each a "Record Date") such Class B Certificateholder's
pro rata share of such amounts as are payable to the
Class B Certificateholders pursuant to the Agreement and
the Series Supplement. Distributions with respect to
this Class B Certificate will be made by the Paying Agent
by check mailed to the address of the Class B Certifi-
cateholder of record appearing in the Certificate Regis-
ter or by wire transfer of immediately available funds to
such Certificateholder's account so long as the Paying
Agent was notified of such account at least five Business
Days prior to the related Distribution Date, in each case
without the presentation or surrender of this Class B
Certificate or the making of any notation thereon (except
for the final distribution in respect of this Class B
Certificate). Final payment of this Class B Certificate
will be made only upon presentation and surrender of this
Class B Certificate at the office or agency specified in
the notice of final distribution delivered (or published)
by the Trustee in accordance with the Agreement and the
Series Supplement.
On any Distribution Date occurring on or after
the day on which the Invested Amount is reduced to 5% or
less of the Initial Invested Amount of the Series 1996-A
Certificates of $196,500,000, the Series 1996-A Certifi-
cates are subject to retransfer to the Transferor. The
retransfer price will be equal to the Invested Amount of
the Series 1996-A Certificates plus accrued but unpaid
interest thereon.
B-8
<PAGE>
Subject to certain conditions in the Agreement,
if the Invested Amount of the Series 1996-A Certificates
is greater than zero on the Stated Series Termination
Date, the Trustee shall sell or cause to be sold an
amount of Receivables (or interests therein) up to 110%
of the Invested Amount at the close of business on such
date, but not more than the total amount of Receivables
allocable to the Series 1996-A Certificates pursuant to
the Agreement, and apply the proceeds of such sale as
provided in the Agreement and the Series Supplement.
This Class B Certificate does not represent an
obligation of, or an interest in, the Transferor, the
Servicer 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 instru-
mentality.
This Class B Certificate is limited in right of
payment to certain Collections with respect to the Re-
ceivables (and certain other amounts) and is subordinated
to the Class A Certificates, all as more specifically set
forth hereinabove and in the Agreement and the Series
Supplement.
The Agreement and any Supplement may be amended
from time to time by the Servicer, the Transferor and the
Trustee, without the consent of any of the Investor
Certificateholders, to cure any ambiguity, to correct or
supplement any provisions therein which may be inconsis-
tent with any other provisions therein or to add any
other provisions with respect to matters or questions
raised under the Agreement which shall not be inconsis-
tent with the provisions of the Agreement; provided,
however, that such action shall not adversely affect in
any material respect the interests of any of the Investor
Certificateholders. Additionally, the Agreement and any
Supplement may be amended from time to time by the
Servicer, the Transferor and the Trustee, without the
consent of any of the Investor Certificateholders, to add
to or change any of the provisions of the Agreement to
enable Bearer Certificates to be issued in conformity
with the Bearer Rules, to provide that Bearer Certifi-
cates may be registrable as to principal, to change or
eliminate any restrictions on the payment of principal
(or premium, if any) or any interest on Bearer Certifi-
cates to comply with the Bearer Rules, to permit Bearer
B-9
<PAGE>
Certificates to be issued in exchange for Registered
Certificates (if then permitted by the Bearer Rules), to
permit Bearer Certificates to be issued in exchange for
Bearer Certificates of other authorized denominations or
to permit the issuance of Investor Certificates in
uncertificated form, provided any such action shall not
adversely affect the interest of the Holders of Bearer
Certificates of any Series or any related Coupons in any
material respect unless such amendment is necessary to
comply with the Bearer Rules.
The Agreement and any Supplement may also be
amended from time to time by the Servicer, the Transferor
and the Trustee, without the consent of any of the Inves-
tor Certificateholders, for the purpose of adding any
provisions to or changing in any manner or eliminating
any of the provisions of the Agreement, or of modifying
in any manner the rights of the Holders of Investor
Certificates; provided that (i) the Servicer shall have
provided an Opinion of Counsel to the Trustee to the
effect that such amendment will not materially and ad-
versely affect the interests of the Investor Certificate-
holders of any outstanding Series, which Opinion of
Counsel may rely solely on the rating confirmation re-
ferred to in clause (iii) below (or 100% of the class of
Certificateholders so affected have consented), (ii) such
amendment shall not, as evidenced by an Opinion of Coun-
sel, cause any outstanding Series to fail to qualify as
debt for Federal income tax purposes, cause the Trust to
be characterized for Federal income tax purposes as an
association or a publicly traded partnership taxable as a
corporation or otherwise have any material adverse impact
on the Federal income taxation characterization of any
outstanding Series of Investor Certificates or the Feder-
al income taxation of any Investor Certificateholder or
any Certificate Owner and (iii) each Rating Agency as-
signing a rating for any class of Investor Certificates
of any then outstanding Series shall confirm that such
amendment shall not cause a reduction or withdrawal of
the rating of any outstanding Series of Investor Certif-
icates; provided, further that such amendment shall not
reduce in any manner the amount of, or delay the timing
of, distributions which are required to be made on any
Investor Certificate of such Series without the consent
of the related Investor Certificateholder, change the
definition of or the manner of calculating the interest
of any Investor Certificateholder of such Series without
B-10
<PAGE>
the consent of the related Investor Certificateholder or
reduce the aforesaid percentage required to consent to
any such amendment, in each case without the consent of
all such Investor Certificateholders.
The Agreement and any Supplement may also be
amended from time to time by the Servicer, the Transferor
and the Trustee with the consent of the Holders of Inves-
tor Certificates evidencing Undivided Interests aggregat-
ing not less than 66-2/3% of the Invested Amount of all
Series adversely affected, for the purpose of adding any
provisions to or changing in any manner or eliminating
any of the provisions of the Agreement or of modifying in
any manner the rights of the Investor Certificateholders
of any Series then issued and outstanding; provided,
however, that no such amendment shall (i) reduce in any
manner the amount of, or delay the timing of, distribu-
tions which are required to be made on any Investor
Certificate of such Series without the consent of the
related Investor Certificateholder; (ii) change the
definition of or the manner of calculating the Invested
Amount, the Invested Percentage, the applicable available
amount under any Enhancement or the Investor Default
Amount of such Series without the consent of each related
Investor Certificateholder; or (iii) reduce the aforesaid
percentage required to consent to any such amendment, in
each case without the consent of each related Investor
Certificateholder. Any amendment pursuant to this para-
graph shall require that each Rating Agency rating the
affected Series confirm that such amendment will not
cause a reduction or withdrawal of the rating of the
applicable Series.
The Class B Certificates are issuable only in
minimum denominations of $1,000 and integral multiples of
$1,000. The transfer of this Class B Certificate is
prohibited.
The Transferor, the Servicer, the Trustee, the
Paying Agent and the Transfer Agent and Registrar and any
agent of any of them, may treat the person in whose name
this Class B Certificate is registered as the owner
hereof for all purposes, and neither the Transferor, the
Servicer nor the Trustee, the Paying Agent, the Transfer
Agent and Registrar, nor any agent of any of them, shall
be affected by notice to the contrary except in certain
circumstances described in the Agreement.
B-11
<PAGE>
THIS CLASS B CERTIFICATE SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF COLORADO, WITH-
OUT 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.
EXHIBIT C
B-12
<PAGE>
[FORM OF MONTHLY CERTIFICATEHOLDER'S STATEMENT]
C-1
<PAGE>
Nordstrom National Credit Bank
Servicer's Certificate
For the monthly Due Period ending: August 31. 1996
The undersigned a duly authorized representative of Nordstrom National
Credit Bank("NNCB") as Servicer pursuant to the Transfer and
Administration Agreement dated as of August 14, 1996, between NNCB and
Enterprise Funding corporations ("EFC"),as such agreement may be amended
(the "Agreement"), does hereby certify as follows:
I. this Servicer's Certificate is delivered pursuant to Section
3.4(c) of the Agreement;
II. capitalized terms used in this Servicer's Certificate have their
respective meanings as set forth in the Agreement, and all compilations
and calculations contained herein are done in accordance with the
Agreement;
III. the information presented herein was obtained or derived from the
books and accounting records of NNCB and is accurate in all material
respects; and
IV. no Termination Event or Potential Termination Event exists.
A Due Period Aug-96
B Determination Date Sep-9-96
C. Transfer Date Sep-14-96
D Distribution Date Sep-15-96
E. Rapid Amortization Period NO
F Early Amortization Period NO
<TABLE>
<CAPTION>
<S> <C>
Receivables Portfolio (as of end of Due Period unless otherwise stated)
1 Outstanding Balance of Principal Receivables 1
2 Outstanding Balance of Finance Charge Receivables 2
3 Current aggregate Receivables (principal and finance charges) (line 1+2)
Excluded Receivables 3
4 Receivables from non-U.S. Obligors 4
5. 0.50% of aggregate Receivables 5
6 Receivables from non-U.S. Obligors greater than 0.50% of total aggregate
Receivables (line 4-line 5) 6
7 Total Excluded Receivables Balance (line 6) 7
Master Trust Receivables Reconciliation
8 Principal Receivables as of beginning of Due Period 8
9 Finance Charge Receivables as of beginning of Due Period 9
10 Total Receivables as of beginning of Due Period (line 8+line 9) 10
11 Principal Receivables removed during Due Period 11
12 Finance Charge Receivables as of beginning of Due Period 12
13 Receivables during Due Period (line 11+line 12) 13
14 Principal Receivables with respect to Additional Accounts during Due Period 14
15 Finance Charge Receivables with respect to Additional Accounts during Due Period 15
16 Receivables with respect to Additional Accounts during Due Period
(line 14+line 15) 16
17 Principal Receivables created during Due Period 17
18 Finance Charge Receivables created during Due Period 18
19 Receivables billed during Due Period (line 17+line 18) 19
20 Collections of Principal Receivables 20
21 Collections of Finance Charge Receivables 21
22 Total Collections (line 20+line 21) 22
23 Default Amount for the Due Period 23
24 Adjustment Amount for the Due Period 24
25 Ending Principal Receivables (line 8-line11+line 14+line 17-line 20
+line 23+line 24) 25
26 Ending Finance Charge Receivables (line 9-line 12+line 15+line 18-line 21) 26
27 Ending Receivables (line 25+line 26) 27
28 Beginning excess Funding Account balance 28
29 Deposits to Excess Funding Account 29
30 Withdrawals from Excess Funding Account 30
31 Ending Excess Funding Account Balance (line 28+line 29-line 30) 31
32 Collections of Finance Charge Receivables allocable to Interchange 32
33 Principals Receivables as of the last day of the Revolving Period
(if line E or line F=Yes) 33
Delinquent Receivables
34 30-59 Days Delinquent 34
35 60-89 Days Delinquent 35
36 90-119 Days Delinquent 36
37 120+ Days Delinquent 37
Calculation of the Net Investment
38 Net Investment as of beginning of Due Period 38
39 Additional Invested Amounts made during the Due Period 39
40 Principal paid in reduction of the Net Investment (not including principal
paid during an Amortization Period) 40
41 Class A Investor Charge-Offs reimbursed pursuant to Section 4.5(a) of the
Agreement (line 77) 41
42 Class A Monthly Principal used to reduce the Net Investment during an
Amortization Period 42
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
43 Class A Investor Charge-Offs 43
44 Net Investment as of the last day of this Due Period (line 38+line 39-line 40
+line 41-line 42-line 43) 44
45 Maximum Net Investment 45
46 Average daily Net Investment for the Due Period 46
47 Class B Invested Amount as of the beginning of the Due Period 47
48 Additional Class B Invested Amounts made during the Due Period 48
49 Class B Investor Charge-Offs reimbursed pursuant to Section 4.5
(a) of the agreement (line 83) 49
50 Principal paid in reduction of Class B Invested amount (not including
principal paid during an Amortization Event) 50
51 Reallocated Class B Principal Collections (line 86) 51
52 Any reimbursement made to the Class B Invested Amount pursuant to
Section 4.5(a)(xii) 52
53 Reductions to the Class B Invested Amount pursuant to Section 4.6 (a)(line 87) 53
54 Class B Monthly Principal used to reduce the Net Investment during an
Amortization Period 54
55 Class B Investor Charge-Offs 55
56 Class B Invested amount (line 47+line 48+line 49-line 50-line 51+line 52
-line 54-line 53-line 55) 56
57 Series Floating Allocation Percentage ((line 38+line 47)/(line 8+line 28)) 57
58 Class A Floating Allocation Percentage (line 38/(line 8+line 28)) 58
59 Class B Floating Allocation Percentage (line 47/(line 8+line 28)) 59
60 Series Fixed/Floating Allocation Percentage ((line 38+line 47)/(Line 28+line 33)) 60
61 Class A Fixed/Floating Allocation Percentage (line 38/(line 28+line 33)) 61
62 Class B fixed/Floating Allocation Percentage (line 47/line(28+line 33)) 62
Series Collections Distributions
63 Class A Monthly Principal (line 20*line 58) 63
(if line E or F=Yes, then multiply by line 61 rather than line 58)
64 Class A allocation of Finance Charge Collections (line 21*line 58) 64
(if line F=Yes, then multiply by line 61 rather than line 58)
65 Class A allocation of Defaulted Receivables (line 23*line 58) 65
66 Class B Monthly Principal (line 20*line 59)
(if line E or F=Yes, then multiply by line 62 rather than line 59) 66
67 Class B allocation of Finance Charge Collections (line 21*line 59) 67
(if line F=Yes, then multiply by line 62 rather than line 59)
68 Class B allocation of Defaulted Receivables (line 23*line 59) 68
Allocation of Finance Charge Collections for the Due Period
69 Total Allocation Percentage of Finance Charge Collections (line 57*
(line 32+line 21)) 69
(if line F=Yes, then multiply by line 60 rather than line 57)
70 Servicer Advances for the related Due Period 70
71 Class A Monthly Interest for the Due Period 71
72 Class A Monthly Interest due but not paid on a prior Distribution Date 72
73 Servicing Fees to any successor Servicer 73
74 Remaining Finance Charge Collections (line 69-line 70-line 71-line 72-line 73) 74
75 Class A Investor Default Amounts (line 65) 75
76 Class A Floating Allocation Percentage of any Adjustment Payment which
the Transferor fails to make 76
77 Repayment of any Class A charge-Offs 77
78 Any Servicing Fee related to the Servicer ((line 44+line 56)*2%/12) 78
79 Class B Monthly Interest 79
80 Class B Monthly Interest due but not paid on a prior Distribution Date 80
81 Class B Investor Default Amounts (line 68) 81
82 Class B Floating Allocation Percentage of any Adjustment Payment which
the Transferor fails to make 82
83 Repayment of any Class B Charge-offs 83
84 Amount to be treated as Excess Finance Charge Collections, if any
(line 74-the sum of lines 75 through line 83) 84
85 Class A Finance Charge allocation shortfall, if any 85
(line 74-line 75-line76, if line74 is less than zero, then line 75+line 76)
86 Class B Reallocated Principal Collections (if line 85 is greater than zero,
the lesser of line 85 or line 66) 86
87 Class B Invested Amount reduction (if line 85-line 86 is greater than zero,
the lesser of line 85-line 86 or line 47+line 48+line 49-line 50-line 51
+line 52) 87
88 NCI recourse (if line 85-line 86-line 87 is greater than zero, then
line 85-line 86-line 87) 88
Portfolio Ratio Compliance
89 Class B Percentage (line 56/(line 56+line 44)) 89
90 Class B Percentage greater than or equal to either (i)5% of the Invested
Amount or (ii)3% of the Maximum Net Investment? 90
91 Ending Transferor Amount (including Excess Funding Account balance)
(line 25+line 31-line 44-line 56) 91
92 Excluded Receivables (line 7) 92
93 Transferor Amount less Excluded Receivables (line 91-line 92) 93
94 Transferor Amount (less Excluded Receivables) Percentage (line 93/line 27) 94
95 Transferor Amount (less Excluded Receivables) Percentage greater than or
equal to 2%? 95
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
96 Allocation Percentage of Finance Charge Receivables
Receivables)(line 57*(line 21+line 32))(if line F=Yes, then multiply by
line 60 rather than line 57) 96
97 Monthly Interest 97
98 Allocation Percentage of Defaulted Receivables (line 57*(line 23)) 98
99 Allocation Percentage of the Servicing Fee (line 57 times line 78 or
if a successor Servicer, then line 73) 99
100 Net Portfolio Yield ((line 96-line 97-line 98-line 99)/line 46) 100
(a) 2 mos. prior 0.34%
(b) 1 mos. prior 0.90%
101 3 month average of the Net Portfolio Yield ((line 100(a)
+line 100(b)+line 100(c))/3) 101
102 3 month average of the Net Portfolio Yield>or=0.00% 102
103 Total number of Active Accounts 103
104 Average FICO credit score for Additional Accounts added during the Due Period 104
105 Average FICO credit score for the Accounts in the Trust as of the end of the
Due Period 105
106 Current long and short term ratings of Nordstrom Credit, Inc. 106
</TABLE>
IN WITNESS WHEREOF, the undersigned has duly executed this certificate
this day of
,19 .
Nordstrom National Credit Bank
as Servicer
By:
-------------------------
Name:
-----------------------
Title:
----------------------
<PAGE>
EXHIBIT D
[FORM OF TRANSFER CERTIFICATION]
[DATE]
Nordstrom National Credit Bank
13531 East Caley Avenue
Englewood, Colorado 80111
Norwest Bank Colorado, National Association
1740 Broadway
Denver, Colorado 80274-8693
Attention: Corporate Trust and Escrow Services
Re: Class A Variable Funding Certificates, Series 1996-A
Ladies and Gentlemen:
In connection with our proposed purchase of
$------- in principal amount of Nordstrom Credit Card
Master Trust, Class A Variable Funding Certificates,
Series 1996-A (the "Class A Certificates"), we confirm
that:
1. We agree to be bound by the restrictions and
conditions set forth in the Master Pooling and Servicing
Agreement, dated as of August 14, 1996 (the "Master
Pooling and Servicing Agreement"), between Nordstrom Na-
tional Credit Bank, as transferor and servicer, and
Norwest Bank Colorado, National Association, as trustee
(the "Trustee"), as supplemented by the Series 1996-A
Supplement dated as of August 14, 1996 (the "Series 1996-A
Supplement" and together with the Master Pooling and
Servicing Agreement, the "Pooling and Servicing Agree-
ment"), by and among Nordstrom National Credit Bank, as
transferor and servicer, Nordstrom Credit, Inc. and the
Trustee, relating to the Class A Certificates and agree
to be bound by, and not reoffer, resell, pledge or other-
wise transfer (any such act, a "Transfer") the Class A
Certificates except in compliance with, such restrictions
and conditions including but not limited to those in
Section 12 of the Series 1996-A Supplement.
2. We understand that the Class A Certificates
have not been and will not be registered under the Secu-
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rities Act of 1933, as amended (the "Securities Act") or
any state securities law and agree that the Class A
Certificates may be reoffered, resold, pledged or other-
wise transferred only in compliance with the Securities
Act and other applicable laws and only (i) to the Trans-
feror, (ii) to a limited number of institutional "accred-
ited investors" (as defined in Rule 501(a)(1), (2), (3)
or (7) under the Securities Act) and in a transaction
exempt from the registration requirements of the Securi-
ties Act (upon delivery of the documentation required by
the Pooling and Servicing Agreement and, if the Trustee
so requires, an opinion of counsel satisfactory to the
Trustee) or (iii) pursuant to Rule 144A under the Securi-
ties Act to a person that we reasonably believe is a
qualified institutional buyer within the meaning of Rule
144A ("QIB") purchasing for its own account or a QIB
purchasing for the account of a QIB, whom we have in-
formed, in each case, that the reoffer, resale, pledge or
other transfer is being made in reliance on Rule 144A.
3. We have neither acquired nor will we Transfer
any Class A Certificate we acquire (or any interest
therein) or cause any Class A Certificate (or any inter-
est therein) to be marketed on or through (i) an "estab-
lished securities market" within the meaning of Section
7704(b)(1) of the Internal Revenue Code of 1986, as
amended (the "Code") and any treasury regulation thereun-
der, including, without limitation, an over-the-counter-market
or an interdealer quotation system that regularly
disseminates firm buy or sell quotations or (ii) a "sec-
ondary market" within the meaning of Section 7704(b)(2)
of the Code and any treasury regulation thereunder, in-
cluding a market wherein interests in the Class A Certif-
icates are regularly quoted by any Person making a market
in such interests and a market wherein any person regu-
larly makes available bid or offer quotes with respect to
interests in the Class A Certificates and stands ready to
effect buy or sell transactions at the quoted prices for
itself or on behalf of others.
4. We are not and will not become a partnership,
Subchapter S corporation or grantor trust for United
States federal income tax purposes. [If this representa-
tion cannot be made, the Transferor, the Servicer or the
Trustee may require additional representations.]
5. We are a person who is either (A)(i) a citizen
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or resident of the United States, (ii) a corporation or
other entity organized in or under the laws of the United
States or any political subdivision thereof or (iii) a
person not described in (i) or (ii) whose ownership of
the Class A Certificates is effectively connected with a
such person's conduct of a trade or business within the
United States (within the meaning of the Code) and our
ownership of any interest in a Class A Certificate will
not result in any withholding obligation with respect to
any payments with respect to the Class A Certificates by
any person or (B) an estate or trust the income of which
is includible in gross income for United States federal
income tax purposes. We agree that if we are a person
described in clause (A)(iii) above, we will furnish to
the person from whom we are acquiring a Class A Certif-
icate, the Servicer and the Trustee, a properly executed
U.S. Internal Revenue Service Form 4224 and a new Form
4224, or any successor applicable form, upon the expira-
tion or obsolescence of any previously delivered form
(and such other certifications, representations or opin-
ions of counsel as may be requested by the Transferor,
the Servicer or the Trustee). We recognize that if we
are a tax-exempt entity, payments with respect to the
Class A Certificates may constitute unrelated business
taxable income.
6. We understand that no subsequent Transfer of a
Class A Certificate is permitted unless (i) such Transfer
is of a Class A Certificate with a denomination of at
least $1,000,000 and (ii) the Transferor and the Servicer
each consent in writing to the proposed Transfer, which
consent shall be granted unless either the Transferor or
the Servicer determines in its sole and absolute discre-
tion that such Transfer would create a risk that the
Trust would be classified for federal or any applicable
state tax purposes as an association or a publicly traded
partnership taxable as a corporation; provided, that any
attempted Transfer that would cause the number of Target-
ed Holders (as defined in the Series 1996-A Supplement)
to exceed one hundred shall be void; and provided, fur-
ther, that there shall not at any time be more than 10
Class A Certificateholders or such other number as may be
consented to by the Transferor which consent may be
withheld in its sole and absolute discretion.
7. We are [an institutional "accredited investor"
(as defined in Rule 501(a)(1), (2), (3), or (7) of Regu-
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lation D under the Securities Act) and have such knowl-
edge and experience in financial and business matters as
to be capable of evaluating the merits and risks of our
investment in the Class A Certificates, and we and any
account for which we are acting are each able to bear the
economic risk of our or its investment] or [a "qualified
institutional buyer" (as defined in Rule 144A under the
Securities Act) purchasing for our own account or for the
account of a "qualified institutional buyer"and we under-
stand that the sale to us is being made in reliance on
Rule 144A under the Securities Act].
8. We are acquiring each of the Class A Certifi-
cates purchased by us for our own account or for a single
account (each of which is an institutional "accredited
investor") as to which we exercise sole investment dis-
cretion.
9. We are not (i) an employee benefit plan (as de-
fined in Section 3(3) of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA") that is sub-
ject to the provisions of Title I of ERISA, (ii) a plan
described in Section 4975(e)(1) of the Internal Revenue
Code of 1986, as amended, (iii) a governmental plan, as
defined in Section 3(32) of ERISA, subject to any feder-
al, state or local law which is, to a material extent,
similar to the provisions of Section 406 of ERISA or
Section 4975 of the Code [(any of the plans described in
clauses (i) through (ii), a "Plan")], (iv) an entity
whose underlying assets include plan assets by reason of
a plan's investment in the entity or (v) a person invest-
ing "plan assets" of any such plan (excluding for pur-
poses of this clause (v) any entity registered under the
Investment Company Act of 1940, as amended). [The brack-
eted language in clause (iii) need only be included if a
purchaser cannot give both of the representations con-
tained in clauses (iv) and (v).] [If the representations
contained in either clause (iv) or clause (v) above
cannot be given, a purchaser will be required to give the
representations set forth in clauses (i) through (iii)
above (including the bracketed language), the representa-
tion in (iv) or (v) (whichever can be given) and also
will be required to represent that it is either an entity
specified in clause (iv) or (v) and that it understands
that at no time may the aggregate percentage of the Class
A Invested Amount Transferred to Plan Purchasers exceed
25% of the Class A Invested Amount, such representation
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to read substantially as follows, with the appropriate
bracketed language deleted: "We are [an entity whose
underlying assets include "plan assets" by reason of a
Plan's investment in the entity][a person investing "plan
assets" of any such Plan (excluding any entity registered
under the Investment Company Act of 1940, as amended)]
and we understand that at no time shall the aggregate
percentage of the Class A Invested Amount Transferred to
Plan Purchasers exceed 25% of the Class A Invested
Amount."]
10. We understand that any purported Transfer of
any Class A Certificate in contravention of the restric-
tions and conditions in paragraphs 1 through 9 above
(including any violation of the representation in para-
graph 5 by an investor who continues to hold a Class A
Certificate occurring any time after the Transfer in
which it acquired such Class A Certificate) shall be null
and void and the purported transferee shall not be recog-
nized by the Trust or any other person as a Class A
Certificateholder for any purpose.
11. We further understand that, on any proposed re-
sale, pledge or transfer of any Class A Certificates, we
will be required to furnish to the Trustee and the Regis-
trar, such certification and other information as the
Trustee or the Registrar may reasonably require to con-
firm that the proposed sale complies with the foregoing
restrictions and with the restrictions and conditions of
the Class A Certificates and the Pooling and Servicing
Agreement pursuant to which the Class A Certificates were
issued and we agree that if we determine to Transfer any
Class A Certificate, we will cause our proposed transfer-
ee to provide the Transferor, the Servicer and the Trust-
ee with a letter substantially in the form of this let-
ter. We further understand that Class A Certificates
purchased by us will bear a legend to the foregoing
effect.
You 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,
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[NAME OF TRANSFEREE]
By:________________________
Name:
Title:
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