exv4w2






Exhibit 4.2




 





NOTE PURCHASE AGREEMENT




among




NORDSTROM CREDIT CARD RECEIVABLES II LLC, as Transferor,




NORDSTROM FSB, as Servicer,




NORDSTROM CREDIT, INC.,




THE CONDUIT PURCHASERS FROM TIME TO TIME PARTY HERETO,




THE COMMITTED PURCHASERS FROM TIME TO TIME PARTY HERETO,




THE AGENTS FROM TIME TO TIME PARTY HERETO,




and




JPMORGAN CHASE BANK, N.A., as Administrative Agent




dated as of November 13, 2009




 










 









 











TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE I DEFINITIONS
	 	 	1	 
	Section 1.01 Certain Defined Terms
	 	 	1	 
	Section 1.02 Other Definitional Provisions
	 	 	10	 
	 
	 	 	 	 
	ARTICLE II PURCHASE AND SALE
	 	 	10	 
	Section 2.01 Purchase and Sale of the Class A Note
	 	 	10	 
	Section 2.02 Initial Purchase Price
	 	 	11	 
	Section 2.03 Incremental Fundings
	 	 	11	 
	Section 2.04 Extension of Purchase Expiration Date
	 	 	11	 
	Section 2.05 Reduction or Increase of the Class A Note Maximum Principal Balance
	 	 	13	 
	Section 2.06 Calculation of Monthly Interest
	 	 	13	 
	 
	 	 	 	 
	ARTICLE III CLOSING
	 	 	14	 
	Section 3.01 Closing
	 	 	14	 
	Section 3.02 Transactions to be Effected at the Closing
	 	 	15	 
	 
	 	 	 	 
	ARTICLE IV CONDITIONS PRECEDENT TO PURCHASE ON THE CLOSING DATE
	 	 	15	 
	Section 4.01 Performance by the Transferor, Issuer and Servicer
	 	 	15	 
	Section 4.02 Representations and Warranties
	 	 	15	 
	Section 4.03 Corporate Documents
	 	 	15	 
	Section 4.04 Opinions of Counsel to Nordstrom fsb, Nordstrom Credit, Inc. and the
Transferor
	 	 	15	 
	Section 4.05 Opinions of Counsel to the Owner Trustee
	 	 	15	 
	Section 4.06 Opinions of Counsel to the Indenture Trustee
	 	 	16	 
	Section 4.07 Financing Statements
	 	 	16	 
	Section 4.08 Documents
	 	 	16	 
	Section 4.09 No Actions or Proceedings
	 	 	16	 
	Section 4.10 Approvals and Consents
	 	 	16	 
	Section 4.11 Officer’s Certificates
	 	 	16	 
	Section 4.12 Documents Relating to Credit Enhancement
	 	 	17	 
	Section 4.13 Accounts
	 	 	17	 
	Section 4.14 Other Documents
	 	 	17	 






i 









 






TABLE OF CONTENTS

(continued)




	 	 	 	 	 
	 	 	Page	 
	ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE NORDSTROM PARTIES
	 	 	17	 
	Section 5.01 Transfer and Servicing Agreement
	 	 	17	 
	Section 5.02 Corporate Existence and Power
	 	 	17	 
	Section 5.03 Corporate and Governmental Authorization; Contravention
	 	 	17	 
	Section 5.04 Binding Effect
	 	 	18	 
	Section 5.05 No Conflict
	 	 	18	 
	Section 5.06 No Proceedings
	 	 	18	 
	Section 5.07 Transferor Amount
	 	 	18	 
	Section 5.08 No Pay Out Event
	 	 	18	 
	Section 5.09 Accuracy of Information
	 	 	19	 
	Section 5.10 Taxes
	 	 	19	 
	Section 5.11 Use of Proceeds
	 	 	19	 
	Section 5.12 Value
	 	 	19	 
	Section 5.13 ERISA
	 	 	19	 
	Section 5.14 Place of Business
	 	 	19	 
	Section 5.15 Investment Company
	 	 	19	 
	Section 5.16 No Liens
	 	 	19	 
	Section 5.17 Authorization
	 	 	20	 
	Section 5.18 No Amendments
	 	 	20	 
	Section 5.19 No Claims
	 	 	20	 
	Section 5.20 Agreements Enforced
	 	 	20	 
	Section 5.21 Class A Note
	 	 	20	 
	Section 5.22 Issuer Existence and Authorization
	 	 	20	 
	Section 5.23 Financial Condition of Nordstrom Parties
	 	 	20	 
	 
	 	 	 	 
	ARTICLE VI REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE CONDUIT PURCHASER AND
COMMITTED PURCHASERS
	 	 	20	 
	Section 6.01 Organization
	 	 	21	 
	Section 6.02 Authority, etc
	 	 	21	 
	Section 6.03 Securities Act
	 	 	21	 






ii 









 






TABLE OF CONTENTS

(continued)




	 	 	 	 	 
	 	 	Page	 
	ARTICLE VII COVENANTS
	 	 	22	 
	Section 7.01 Affirmative Covenants of the Nordstrom Parties
	 	 	22	 
	Section 7.02 Covenants
	 	 	25	 
	Section 7.03 Negative Covenants of the Nordstrom Parties
	 	 	25	 
	 
	 	 	 	 
	ARTICLE VIII ADDITIONAL COVENANTS
	 	 	27	 
	Section 8.01 Legal Conditions to Closing
	 	 	27	 
	Section 8.02 Expenses
	 	 	27	 
	Section 8.03 Mutual Obligations
	 	 	27	 
	Section 8.04 Restrictions on Transfer
	 	 	27	 
	Section 8.05 Consents, etc
	 	 	27	 
	 
	 	 	 	 
	ARTICLE IX INDEMNIFICATION
	 	 	27	 
	Section 9.01 Indemnities by the Nordstrom Parties
	 	 	27	 
	Section 9.02 Procedure
	 	 	29	 
	Section 9.03 Defense of Claims
	 	 	30	 
	Section 9.04 Indemnity for Taxes, Reserves and Expenses
	 	 	30	 
	Section 9.05 Costs, Expenses, Taxes
	 	 	32	 
	 
	 	 	 	 
	ARTICLE X THE AGENT
	 	 	33	 
	Section 10.01 Appointments; Delegation of Duties
	 	 	33	 
	Section 10.02 Exculpatory Provisions
	 	 	33	 
	Section 10.03 Reliance by Agents
	 	 	34	 
	Section 10.04 Non-Reliance on Agents and Other Purchasers
	 	 	34	 
	Section 10.05 Reimbursement and Indemnification
	 	 	34	 
	Section 10.06 Agent in its Individual Capacity
	 	 	35	 
	Section 10.07 Successor Agent
	 	 	35	 
	 
	 	 	 	 
	ARTICLE XI MISCELLANEOUS
	 	 	35	 
	Section 11.01 Waivers and Amendments
	 	 	35	 
	Section 11.02 Notices
	 	 	35	 
	Section 11.03 Binding Effect; Assignability
	 	 	36	 
	Section 11.04 Provision of Documents and Information
	 	 	37	 
	Section 11.05 GOVERNING LAW; JURISDICTION
	 	 	39	 






iii 









 






TABLE OF CONTENTS

(continued)




	 	 	 	 	 
	 	 	Page	 
	Section 11.06 No Proceedings
	 	 	39	 
	Section 11.07 Execution in Counterparts
	 	 	39	 
	Section 11.08 No Recourse
	 	 	39	 
	Section 11.09 Limited Recourse
	 	 	39	 
	Section 11.10 Survival
	 	 	40	 
	Section 11.11 Tax Characterization
	 	 	40	 
	Section 11.12 Limited Obligation of Transferor
	 	 	40	 
	Section 11.13 Excess Funds
	 	 	40	 







iv 









 








          NOTE PURCHASE AGREEMENT (this “Note Purchase Agreement”) dated as of November 13,
2009, among NORDSTROM CREDIT CARD RECEIVABLES II LLC, as Transferor, NORDSTROM FSB, as Servicer,
NORDSTROM CREDIT, INC., THE CONDUIT PURCHASERS FROM TIME TO TIME PARTY HERETO, as conduit
purchasers, THE COMMITTED PURCHASERS FROM TIME TO TIME PARTY HERETO, as committed purchasers, THE
AGENTS FROM TIME TO TIME PARTY HERETO, as agents for their respective Purchaser Groups and related
Purchasers, and JPMorgan Chase Bank, N.A., (“JPMorgan Chase Bank”), in its capacity as
administrative agent (together with any successors and assigns in such capacity, the
“Administrative Agent”).




          The parties hereto agree as follows:




ARTICLE I




DEFINITIONS




     SECTION 1.01 Certain Defined Terms. Capitalized terms used herein without definition
shall have the meanings set forth in the Transfer and Servicing Agreement (as defined below) or the
Indenture Supplement (as defined below), as applicable. If a term used herein is defined both in
the Transfer and Servicing Agreement and the Indenture Supplement, it shall have the meaning set
forth in the Indenture Supplement. Additionally, the following terms shall have the following
meanings:



          “Accounting Based Consolidation Event” means the consolidation, for financial and/or
regulatory accounting purposes, of all or any portion of the assets and liabilities of a related
Conduit Purchaser that are subject to this Note Purchase Agreement or any other Series Document
with all or any portion of the assets and liabilities of an Affected Entity. An Accounting Based
Consolidation Event shall be deemed to occur on the date any Affected Entity shall acknowledge in
writing that any such consolidation of the assets and liabilities of a related Conduit Purchaser
has occurred.




          “Accrual Period” means a period of time from and including the first day of a calendar
month and ending at the close of business on the last day of such calendar month; provided,
however, that the initial Accrual Period hereunder means the period from (and including)
the Closing Date to (and including) the last day of the calendar month thereafter.




          “Act” means the Securities Act of 1933, as amended.




          “Administrative Agent” has the meaning specified in the preamble hereto.




          “Affected Entity” means, with respect to any Conduit Purchaser, (i) any financial
institution, (ii) any insurance company, bank or other funding entity providing liquidity, credit
enhancement or back-up purchase support or facilities to such Conduit Purchaser, (iii) any agent,
administrator or manager of such Conduit Purchaser, or (iv) any bank holding company in respect of
any of the foregoing.




Signature Page to Nordstrom 2007-A Note Purchase Agreement




 









 








          “Agent” means each of the Persons identified on Schedule II hereto as an “Agent” and
each such Person’s successors and assigns.




          “Aggregate Reduction” means any reduction to the Class A Note Maximum Principal
Balance pursuant to Section 2.05(a).




          “Alternate Rate” means, for any Tranche Period, with respect to any Funding Tranche
designated by an Agent for its Purchaser Group, an interest rate per annum equal to the sum of (a)
the Applicable Margin and (b) LIBOR for such Tranche Period; provided, that to the extent
that the Alternate Rate is applicable, if it shall become illegal or unlawful for a Purchaser to
obtain funds in the London interbank market in order to make, fund or maintain its interest in the
Class A Notes hereunder for any period, or LIBOR is otherwise not available at such time for any
reason, or if such Purchaser shall have notified the related Agent and the Transferor that LIBOR
will not accurately reflect such Purchaser’s cost of funding the Class A Notes, then the “Alternate
Rate” for such Purchaser for such Tranche Period shall be calculated using an interest rate per
annum equal to the greater of (i) the Prime Rate or (ii) the Federal Funds Effective Rate plus
0.50% per annum. Any change in the Alternate Rate due to a change in the Prime Rate or the Federal
Funds Effective Rate shall be effective from and including the effective date of such change in the
Prime Rate or the Federal Funds Effective Rate, respectively.




          “Applicable Indemnifying Party” has the meaning specified in Section 9.02.




          “Applicable Margin” means 2.00%.




          “Asset Purchase Agreement” means, with respect to a Conduit Purchaser, the Asset
Purchase Agreement dated as of the date hereof among such Conduit Purchaser, the related Agent and
each of the Liquidity Purchasers signatory thereto, as the same may from time to time be amended,
restated, supplemented or otherwise modified.




          “Assignment and Acceptance” means an assignment and acceptance agreement entered into
by a Purchaser, a permitted assignee and the Agent for such Purchaser, pursuant to which such
assignee may become a party to this Note Purchase Agreement.




          “Broken Funding Cost” means for any Funding Tranche designated by an Agent which: (i)
has its outstanding balance reduced without compliance by the Transferor with the notice
requirements hereunder, (ii) does not become subject to an Aggregate Reduction following the
delivery of any Reduction Notice, or (iii) is assigned to a Liquidity Purchaser or terminated prior
to the date on which it was originally scheduled to end, an amount equal to the excess, if any, of
(A) the CP Costs or Yield (as applicable) for such Purchaser Group that would have accrued during
the remainder of the Tranche Periods or the tranche periods for Commercial Paper determined by such
Agent to relate to such Funding Tranche (as applicable) subsequent to the date of such reduction,
assignment or termination (or in respect of clause (ii) above, the date such Aggregate
Reduction was designated to occur pursuant to the Reduction Notice) of the outstanding balance of
such Funding Tranche if such reduction, assignment or termination had not occurred or such
Reduction Notice had not been delivered, over (B) the sum of (x) the amount of CP Costs or Yield
for such Purchaser Group actually accrued during the remainder of such period, to the extent such
Funding Tranche is allocated to another Tranche Period and (y) to




2









 




the extent such Funding Tranche is not allocated to another Tranche Period, the income, if
any, actually received during the remainder of such period by the holder of such Funding Tranche
from investing the portion of such Funding Tranche not so allocated. In the event that the amount
referred to in clause (B) exceeds the amount referred to in clause (A), the
relevant Purchaser or Purchasers agree to pay to the Transferor the amount of such excess. The
applicable Agent will use reasonable efforts to allocate the applicable portion of the Class A Note
Principal Balance to Tranche Periods for Commercial Paper in a manner that will minimize Broken
Funding Costs (provided, however, that the selection of such Tranche Periods shall
at all times remain in the control of such Agent).




          “Class A Additional Amounts” means all amounts owed by a Nordstrom Party pursuant to
Article IX plus any Broken Funding Cost owed to the Purchasers pursuant to section 4.03 of
the Indenture Supplement plus any other amounts due and owing to the Purchasers under the Series
Documents.




          “Class A Monthly Interest” means, for any Accrual Period, (a) prior to the occurrence
of a Series 2007-A Pay Out Event, the sum of (i) as to the Conduit Purchasers, the sum of all
accrued CP Costs for all Conduit Purchasers plus all accrued fees specified in the Fee Letter as
payable to the Conduit Purchasers or the Agents as provided for herein and in the Fee Letter,
respectively, and (ii) as to the Committed Purchasers or the Liquidity Purchasers, the sum of all
accrued Yield for all the Committed Purchasers and the Liquidity Purchasers plus all accrued fees
specified in the Fee Letter as payable to the Committed Purchasers or the Liquidity Purchasers (as
the case may be) as provided for herein and in the Fee Letter, respectively; in each case, accrued
from the first day through the last day of such Accrual Period as provided for in Section
2.06, and (b) after to the occurrence of a Series 2007-A Pay Out Event, the sum of all accrued
Default Yield for all Conduit Purchasers, Committed Purchaser and Liquidity Purchasers; in each
case, accrued from the first day through the last day of such Accrual Period as provided for in
Section 2.06.




          “Class A Note Initial Principal Balance” means $0.




          “Class A Note Initial Purchase Price” has the meaning specified in Section
2.02.




          “Class A Note Maximum Principal Balance” means $300,000,000 as such amount may be
increased or decreased from time to time in accordance with Section 2.05.




          “Class A Note Principal Balance” means, at any time, the Class A Note Principal
Balance (as defined in the Indenture Supplement) outstanding at such time; provided,
however, that any reduction of the Class A Note Principal Balance shall be restored in the
amount of any Collections or other payments received and applied to the Class A Note if at any time
the distribution of such Collections or payments are rescinded, returned or refunded for any
reason.




          “Class A Note Rate” means, with respect to the Due Period related to any Distribution
Date, as to a Conduit Purchaser, a Committed Purchaser or a Liquidity Purchaser (as the case may
be), respectively, a per annum interest rate which if multiplied by the average daily Class A Note
Principal Balance owing to such Purchasers (as applicable) for such Due Period, would produce, on
the basis of the actual number of days in such Due Period and a 360 day year,




3









 




an amount equal to the Class A Monthly Interest owed to such Conduit Purchaser, or the Class A
Monthly Interest owed to such Committed Purchaser or such Liquidity Purchaser (as the case may be),
respectively, for such Due Period.




          “Closing” has the meaning specified in Section 3.01.




          “Closing Date” has the meaning specified in Section 3.01.




          “Commercial Paper Notes” means, with respect to a Conduit Purchaser, short-term
promissory notes issued or to be issued by such Conduit Purchaser to fund its investments in
accounts receivable or other financial assets.




          “Committed Purchaser” means each of the Persons identified on Schedule II hereto as a
“Committed Purchaser” and each such Person’s successors and assigns.




          “Conduit Information” means information provided by an Agent in connection with the
transactions described herein and which is confidential or proprietary information, including,
without limitation, information regarding such Agents’ multi-seller commercial paper conduit and
forms of transaction documents together with the pricing, and other economic terms applicable under
this Note Purchase Agreement.




          “Conduit Purchaser” has means each of the Persons identified on Schedule II hereto as
a “Conduit Purchaser” and each such Person’s successors and assigns.




          “CP Costs” means, with respect to a Conduit Purchaser, for each day, the sum of (i)
discount or yield accrued on Pooled Commercial Paper of such Conduit Purchaser on such day, plus
(ii) any and all accrued commissions in respect of placement agents and Commercial Paper dealers,
and issuing and paying agent fees incurred, in respect of such Pooled Commercial Paper for such
day, plus (iii) other costs associated with funding small or odd-lot amounts with respect to all
receivable purchase facilities which are funded by Pooled Commercial Paper of such Conduit
Purchaser for such day, minus (iv) any accrual of income net of expenses received on such day from
investment of collections received under all receivable purchase facilities funded substantially
with Pooled Commercial Paper of such Conduit Purchaser, minus (v) any payment received on such day
net of expenses in respect of Broken Funding Costs of such Conduit Purchaser related to the
prepayment of any invested amount of such Conduit Purchaser pursuant to the terms of any receivable
purchase facilities funded substantially with Pooled Commercial Paper of such Conduit Purchaser.
In addition to the foregoing costs, if the Transferor shall request any Incremental Funding during
any period of time determined by the related Agent in its sole discretion to result in
incrementally higher CP Costs applicable to such Incremental Funding, the increase to the Class A
Note Principal Balance associated with any such Incremental Funding shall, during such period, be
deemed to be funded by a Conduit Purchaser in a special pool (which may include capital associated
with other receivable purchase facilities) for purposes of determining such additional CP Costs
applicable only to such special pool and charged each day during such period against such
incremental increase.




          “Default Index” means, for any Tranche Period, a rate of interest per annum equal to
the greatest of (a) the Prime Rate, (b) the Federal Funds Effective Rate plus 0.50%, and (c) LIBOR
plus 1.00%. Any change in the Default Index due to a change in the Prime Rate, the




4









 




Federal Funds Effective Rate or LIBOR shall be effective from and including the effective date
of such change in the Prime Rate, the Federal Funds Effective Rate or LIBOR, respectively.




          “Default Rate” means, for any day, the Default Index plus 2.00%.




          “Default Yield” means, for each respective Tranche Period or Accrual Period, an amount
equal to the product of the applicable Default Rate multiplied by the Class A Note Principal
Balance owing, if any, to the Conduit Purchasers, the Committed Purchasers or the Liquidity
Purchasers (as the case may be) of a Purchaser Group for each day elapsed during such Tranche
Period or Accrual Period, annualized on a 360 day basis.




          “Due Period” means, with respect to a Distribution Date (i) as to a Conduit Purchaser,
the Accrual Period immediately preceding such Distribution Date and (ii) as to a Committed
Purchaser or a Liquidity Purchaser, the entire Tranche Period in which such Distribution Date
occurs.




          “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from
time to time, and the regulations promulgated and the rulings issued thereunder.




          “ERISA Affiliate” means, with respect to any Person, (i) any corporation which is a
member of the same controlled group of corporations (within the meaning of Section 414(b) of the
Code) as such Person; (ii) a trade or business (whether or not incorporated) under common control
(within the meaning of Section 414(c) of the Code) with such Person; or (iii) a member of the same
affiliated service group (within the meaning of Section 414(n) of the Code) as such Person, any
corporation described in clause (i) above or any trade or business described in clause
(ii) above.




          “Federal Bankruptcy Code” means the bankruptcy code of the United States of America
codified in Title 11 of the United States Code.




          “Federal Funds Effective Rate” means, for any day, the weighted average (rounded
upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight federal funds
transactions with members of the Federal Reserve System arranged by federal funds brokers, as
published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such
rate is not so published for any day that is a Business Day, the average (rounded upwards, if
necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received
by the applicable Agent on behalf of its related Purchasers from three Federal funds brokers of
recognized standing selected by it.




          “Fee Letter” means the agreement dated as of November 13, 2009 among the Transferor
and the Agents setting forth certain fees payable by the Transferor in connection with the purchase
of the Class A Note by the Agents for the benefit of their related Purchasers.




          “Funding Tranche” means, with respect to any Purchaser, or a portion of the
outstanding principal balance of the Class A Note (i) designated by the related Agent as a Funding
Tranche for funding purposes by the related Committed Purchaser or the related Liquidity Purchaser
(as the case may be) as provided for herein or in the related Asset Purchase Agreement or (ii)
funded by the related Conduit Purchaser with Pooled Commercial Paper.




5









 





          “Governmental Actions” means any and all consents, approvals, permits, orders,
authorizations, waivers, exceptions, variances, exemptions or licenses of, or registrations,
declarations or filings with, any Governmental Authority required under any Governmental Rules.




          “Governmental Authority” means the United States of America, any state or other
political subdivision thereof and any entity exercising executive, legislative, judicial,
regulatory or administrative functions of or pertaining to government and having jurisdiction over
the applicable Person.




          “Governmental Rules” means any and all laws, statutes, codes, rules, regulations,
ordinances, orders, writs, decrees and injunctions, of any Governmental Authority and any and all
legally binding conditions, standards, prohibitions, requirements and judgments of any Governmental
Authority.




          “Incremental Funding” means an increase in the Class A Note Principal Balance in
accordance with a Principal Balance Increase under Section 4.09 of the Indenture Supplement and the
provisions of Section 2.03.




          “Incremental Funding Date” means the date on which each Incremental Funding occurs.




          “Indemnified Amounts” has the meaning specified in Section 9.01.




          “Indemnified Party” has the meaning specified in Section 9.01.




          “Indenture” means the Master Indenture as supplemented by the Indenture Supplement
thereto.




          “Indenture Supplement” means the Amended and Restated Series 2007-A Indenture
Supplement dated as of November 13, 2009 among the Issuer and the Indenture Trustee, supplementing
the Master Indenture and relating to the Series 2007-A Notes, as the same may be amended, modified
or supplemented.




          “Indenture Trustee” means Wells Fargo Bank, National Association.




          “Investment Letter” means a letter in the form of Exhibit C to the Indenture
Supplement.




          “Issuer” means Nordstrom Credit Card Master Note Trust II.




          “JPMorgan Chase Bank” has the meaning specified in the preamble hereto.




          “LIBOR” means the rate per annum equal to the sum of (a) the applicable British
Bankers’ Association Interest Settlement Rate for deposits in U.S. dollars appearing on Reuters
Screen FRBD as of 11:00 a.m. (London time) two Business Days prior to the first day of the relevant
Tranche Period, and having a maturity equal to such Tranche Period; provided,
however, that, (i) if Reuters Screen FRBD is not available to the Agent for any reason, the




6









 




applicable LIBOR for the relevant Tranche Period shall instead be the applicable British
Bankers’ Association Interest Settlement Rate for deposits in U.S. dollars as reported by any other
generally recognized financial information service as of 11:00 a.m. (London time) two Business Days
prior to the first day of such Tranche Period, and having a maturity equal to such Tranche Period
and (ii) if no such British Bankers’ Association Interest Settlement Rate is available to the
Agent, the applicable LIBOR for the relevant Tranche Period shall instead be the rate determined by
each Agent for its Purchaser Group to be the rate at which such Agent offers to place deposits in
U.S. dollars with first-class banks in the London interbank market at approximately 11:00 a.m.
(London time) two Business Days prior to the first day of such Tranche Period, in the approximate
amount to be funded at LIBOR and having a maturity equal to such Tranche Period, divided by (b) one
minus the maximum aggregate reserve requirement (including all basic, supplemental, marginal or
other reserves) which is imposed against the Agent in respect of Eurocurrency liabilities, as
defined in Regulation D of the Board of Governors of the Federal Reserve System as in effect from
time to time (expressed as a decimal), applicable to such Tranche Period. LIBOR shall be rounded,
if necessary, to the next higher 1/16 of 1.




          “Liquidity Purchasers” means each of the purchasers party to the Asset Purchase
Agreement.




          “Master Indenture” means the Amended and Restated Master Indenture, dated as of May 1,
2007, between the Trust, as Issuer, and the Indenture Trustee, as the same may be amended,
supplemented, restated or otherwise modified from time to time including, with respect to any
Series or Class, the related Indenture Supplement.




          “Material Adverse Effect” means a material adverse effect on (i) the financial
condition or operations of any of Nordstrom, Inc., Nordstrom Credit, Inc., Nordstrom fsb, or the
Transferor, (ii) the ability of any Nordstrom Party to perform its obligations under this Note
Purchase Agreement, (iii) the legality, validity or enforceability of this Note Purchase Agreement
or any other Series Document, or (iv) the collectibility of the Receivables generally or of any
material portion of the Receivables.




          “Non-Extending Purchaser” has the meaning specified in Section 2.04(a).




          “Nordstrom Information” means information provided by any Nordstrom Party to a Conduit
Purchaser, a Committed Purchaser or an Agent in connection with the transactions described herein
and which is non-public, confidential or proprietary information that may include proprietary and
confidential information regarding credit card portfolios, cardholders, customers, financial
information, processes, strategies and business methods of Nordstrom, Inc. and/or any other
subsidiary of Nordstrom, Inc.




          “Nordstrom Parties” means Nordstrom fsb, Nordstrom Credit, Inc. and the Transferor.




          “Operating Agreement” means the Operating Agreement, dated as of August 30, 1991,
between the Bank and the Seller, as amended, supplemented, restated or otherwise modified from time
to time.




7









 





          “Participant” has the meaning specified in Section 11.03(c).




          “Participation” has the meaning specified in the Receivables Purchase Agreement.




          “Participation Agreement” means the Participation Agreement, dated as of May 1, 2007,
by and between Nordstrom Credit, Inc. and Nordstrom fsb.




          “Pay Out Event” has the meaning specified in the Master Indenture.




          “PBGC” means the Pension Benefit Guaranty Corporation established pursuant to Subtitle
A of ERISA (or any successor).




          “Potential Pay Out Event” means an event which but for the lapse of time or the giving
of notice, or both, would constitute a Pay Out Event.




          “Pooled Commercial Paper” means Commercial Paper notes of a Conduit Purchaser subject
to any particular pooling arrangement by such Conduit Purchaser, but excluding Commercial Paper
issued by such Conduit Purchaser for a tenor and in an amount specifically requested by any Person
in connection with any agreement effected by such Conduit Purchaser.




          “Prime Rate” means, as of any day, a rate per annum equal to the prime rate of
interest announced for such day by the Wall Street Journal.




          “Provider” means Nordstrom, Inc.




          “Purchase Expiration Date” means the earlier to occur of (i) November 11, 2010 or (ii)
the reduction date on which the Class A Note Maximum Principal Balance is reduced to zero in
accordance with Section 2.05(a).




          “Purchaser Group” means, with respect to any Agent, the group consisting of such Agent
and one or more related Purchasers, as modified from time to time. The initial Purchaser Groups,
as of the Closing Date, are set forth on Schedule II hereto.




          “Purchaser Percentage” of any Committed Purchaser means (a) with respect to each
Committed Purchaser party hereto on the Closing Date, the percentage set forth on the signature
page to this Note Purchase Agreement as such Committed Purchaser’s Purchaser Percentage, or such
percentage as reduced by any Assignment and Acceptance entered into with an assignee or (b) with
respect to a Committed Purchaser that has entered into an Assignment and Acceptance, the percentage
set forth therein as such Purchaser’s Purchaser Percentage, or such percentage as reduced by any
Assignment and Acceptance entered into between such Committed Purchaser and an assignee.




          “Purchasers” means the Conduit Purchasers, the Liquidity Purchasers and the Committed
Purchasers.




          “Receivables” has the meaning specified in the Receivables Purchase Agreement.




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          “Receivables Purchase Agreement” means the Amended and Restated Receivables Purchase
Agreement, dated as of May 1, 2007 by and between Nordstrom Credit, Inc. and the Transferor.




          “Reduction Notice” means the written notice delivered by the Transferor to the Agent
under Section 2.05 with respect to an Aggregate Reduction.




          “Response Date” has the meaning specified in Section 2.04(a).




          “RIC” means, with respect to an Agent, a receivables investment company administered
by such Agent or an Affiliate thereof which obtains funding from the issuance of commercial paper
or other notes.




          “Series Documents” means the Transfer and Servicing Agreement, the Indenture
Supplement, the Master Indenture, the Receivables Purchase Agreement, the Participation Agreement,
the Fee Letter, the Operating Agreement, the Notes and this Note Purchase Agreement.




          “Servicer” means Nordstrom fsb, or any Successor Servicer appointed in accordance with
the terms of the Transfer and Servicing Agreement and Indenture Supplement.




          “Terminating Tranche” has the meaning specified in Section 2.06(b).




          “Third Party Claim” has the meaning specified in Section 9.02.




          “Tranche Period” means, with respect to any Funding Tranche owing to a Liquidity
Purchaser or a Committed Purchaser:




          (a) if Yield for such Funding Tranche is calculated on the basis of LIBOR, a period of one,
two, three or six months, or such other period as may be mutually agreeable to the Agent and
Transferor, commencing on a Business Day selected by Transferor or the Agent pursuant to this Note
Purchase Agreement. Such Tranche Period shall end on the day in the applicable succeeding calendar
month which corresponds numerically to the beginning day of such Tranche Period, provided,
however, that if there is no such numerically corresponding day in such succeeding month,
such Tranche Period shall end on the last Business Day of such succeeding month; or




          (b) if Yield for such Funding Tranche is calculated on the basis of the Prime Rate, a period
commencing on a Business Day selected by Transferor and agreed to by the Agent, provided,
however, that no such period shall exceed one month.




          If any Tranche Period would end on a day which is not a Business Day, such Tranche Period
shall end on the next succeeding Business Day; provided, however, that in the case
of Tranche Periods corresponding to LIBOR, if such next succeeding Business Day falls in a new
month, such Tranche Period shall end on the immediately preceding Business Day. In the case of any
Tranche Period for any Funding Tranche which commences before the Series 2007A Final Maturity Date
and would otherwise end on a date occurring after the Series 2007-A Final Maturity Date, such
Tranche Period shall end on such Series 2007-A Final Maturity Date and the




9









 




duration of each Tranche Period which commences on or after the Series 2007-A Final Maturity
Date shall be of such duration as shall be selected by the Agent.




          “Transfer and Servicing Agreement” means the Amended and Restated Transfer and
Servicing Agreement dated as of May 1, 2007 among the Transferor, the Servicer, and the Indenture
Trustee, as the same may be amended, modified or supplemented.




          “Transferor” means Nordstrom Credit Card Receivables II LLC.




          “Yield” means for each respective Tranche Period, an amount equal to the product of
the applicable Alternate Rate multiplied by the Class A Note Principal Balance owing, if any, to
the Committed Purchasers or the Liquidity Purchasers (as the case may be) of a Purchaser Group for
each day elapsed during such Tranche Period, annualized on a 360 day basis.




     SECTION 1.02 Other Definitional Provisions.



          (a) All terms defined in this Note Purchase Agreement shall have the defined meanings when
used in any certificate or other document made or delivered pursuant hereto unless otherwise
defined therein.




          (b) As used herein and in any certificate or other document made or delivered pursuant hereto
or thereto, accounting terms not defined in Section 1.01, and accounting terms partially
defined in Section 1.01 to the extent not defined, shall have the respective meanings given
to them under generally accepted accounting principles. To the extent that the definitions of
accounting terms herein are inconsistent with the meanings of such terms under generally accepted
accounting principles, the definitions contained herein shall control.




          (c) The words “hereof,” “herein” and “hereunder” and words of similar import when used in this
Note Purchase Agreement shall refer to this Note Purchase Agreement as a whole and not to any
particular provision of this Note Purchase Agreement; and Section, subsection, Schedule and Exhibit
references contained in this Note Purchase Agreement are references to Sections, subsections, the
Schedules and Exhibits in or to this Note Purchase Agreement unless otherwise specified.




          (d) The interpretive rules specified in Section 1.02 of the Indenture Supplement, to the
extent not inconsistent with this Section 1.02, also apply to this Note Purchase Agreement.




ARTICLE II




PURCHASE AND SALE




     SECTION 2.01 Purchase and Sale of the Class A Note. On the terms and subject to the
conditions set forth in this Note Purchase Agreement, and in reliance on the covenants,
representations, warranties and agreements herein set forth, the Transferor shall offer to sell to
each Agent, on behalf of the Purchasers in its respective Purchaser Group, and each Agent, on
behalf of the Purchasers in its respective Purchaser Group, shall purchase at the Closing, the



10









 




Class A Notes in an initial outstanding principal amount equal to such Purchaser Group’s
Purchaser Percentage of the Class A Note Initial Principal Balance.




     SECTION 2.02 Initial Purchase Price. The Class A Notes purchased on the Closing Date
to be purchased at a price (the “Class A Note Initial Purchase Price”) of 100% of its Class
A Note Initial Principal Balance.



     SECTION 2.03 Incremental Fundings.



          (a) Subject to the terms and conditions of this Note Purchase Agreement and the Indenture
Supplement, from time to time, pursuant to Section 4.09 of the Indenture Supplement, (i) the Agent,
on behalf of the related Conduit Purchaser, and in the sole and absolute discretion of the related
Conduit Purchaser, may make Incremental Fundings and (ii) if the related Conduit Purchaser elects
not to make an Incremental Funding, the related Committed Purchaser and its permitted assigns
severally agree to make their respective Purchaser Percentages of such Incremental Funding;
provided, however, that no Committed Purchaser shall be required to make a portion of any
Incremental Funding if, after giving effect thereto, its Purchaser Percentage of the Class A Note
Principal Balance would exceed its Purchaser Percentage of the Class A Note Maximum Principal
Balance.




          (b) Except as otherwise provided in this Section 2.03(b), all purchases of Incremental
Fundings under this Note Purchase Agreement shall be made by the Purchasers simultaneously and
proportionately based on the respective Purchaser Percentage of such Purchaser’s Purchaser Group,
it being understood that no Purchaser shall be responsible for any default by any other Purchaser
with respect to such other Purchaser’s obligation to purchase an Incremental Funding hereunder.




          If, on any Incremental Funding Date, any Purchaser defaults in the performance of its
obligations under this Note Purchase Agreement and fails to take up and pay for the amount of any
Incremental Funding agreed by such Purchaser to be purchased under this Note Purchase Agreement,
then the non-defaulting Purchasers may, but shall not be obligated to, take up and pay for such
Incremental Funding that the defaulting Purchaser agreed but failed to purchase. Nothing contained
herein shall relieve a defaulting Purchaser of any liability it may have to the Transferor or the
non-defaulting Purchasers for damages caused by its default or to prejudice any rights that any
Agent, any Purchaser or the Transferor may have against the Purchaser as a result of any default by
the Purchaser hereunder.




     SECTION 2.04 Extension of Purchase Expiration Date.



          (a) The parties to this Note Purchase Agreement may mutually agree in writing to the extension
of the Purchase Expiration Date to a date no later than 364 days following the date of such
extension. The Transferor may request such an extension by written notice to the Administrative
Agent and each Agent no earlier than ninety (90) days prior to, and no later than forty-five (45)
days prior to, the then applicable Purchase Expiration and the Agents will respond to such request
no later than the later of thirty (30) days following such request or the date which is thirty (30)
days prior to the then applicable Purchase Expiration Date (the “Response Date”). If (i)
the sum of the Purchaser Percentages represented by the Purchaser



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Groups of the Agents that have agreed by the Response Date to extend the Purchase Expiration
Date (including any successor Purchaser Groups pursuant to Section 2.04(b)) equals 100%,
(ii) the related Purchasers of such extending Agents have each approved such extension, and (iii)
as of the Purchase Expiration Date then in effect, no Payout Event or Potential Payout Event shall
have occurred, such Purchase Expiration Date shall be extended to the date mutually agreed to by
the parties hereto which is no longer than 364 days following such Purchase Expiration Date or, if
such day is not a Business Day, the next preceding Business Day. The failure of any Agent,
Committed Purchaser or Conduit Purchaser to respond or to agree to extend in writing within the
applicable time shall be deemed to be a decision by such Agent, Committed Purchaser or Conduit
Purchaser not to extend. Notwithstanding the foregoing, nothing contained herein shall obligate
any Agent or any of its related Purchasers to extend the Purchase Expiration Date unless it shall
desire to do so in its sole discretion.




          (b) If a Committed Purchaser does not agree to extend its Purchase Expiration Date prior to
the applicable Response Date (a “Non-Extending Purchaser”), either the related Agent, with
the consent of the related Conduit Purchaser, or the Transferor, with the consent of the related
Agent and the Conduit Purchaser, may (but neither shall be required to) request one or more other
Committed Purchasers, or seek a replacement Purchaser acceptable to the related Agent and the
related Conduit Purchaser, in their sole discretion, to acquire all or a portion of the Purchaser
Percentage of such Non-Extending Purchaser and all amounts payable to it hereunder and under the
Series Documents. Each Committed Purchaser that does not agree to extend its Purchase Expiration
Date prior to the applicable Response Date hereby agrees to assign all or a portion of its
Purchaser Percentage and the amounts payable to it hereunder and under the Series Documents to a
replacement Purchaser identified by the related Agent or the Transferor in accordance with the
preceding sentence, subject to payment to such Committed Purchaser of its portion of the Class A
Note Principal Balance, together with all accrued and unpaid interest thereon, and a ratable
portion of all other fees and amounts due to it hereunder.




12









 








     SECTION 2.05 Reduction or Increase of the Class A Note Maximum Principal Balance.



          (a) The Transferor may reduce in whole or in part the Class A Note Maximum Principal Balance
(but not below the Class A Note Principal Balance) by giving the Administrative Agent and each
Agent written notice thereof at least ten (10) Business Days before such reduction is to take
place; provided, however, that any partial reduction shall be in an aggregate
amount of $2,000,000, or any integral multiples of $500,000 in excess thereof; provided,
further, that the Class A Note Maximum Principal Balance shall not be reduced below
$150,000,000 unless the Class A Note Maximum Principal Balance is reduced to zero and all amounts
accrued and unpaid as of such reduction date in respect of the Class A Note or pursuant to this
Note Purchase Agreement are paid in full on such reduction date. Any such reduction in the Class A
Note Maximum Principal Balance shall be permanent; provided, however, that if the
Class A Note Maximum Principal Balance has not been reduced to zero, the Class A Note Maximum
Principal Balance may be subsequently increased in accordance with Section 2.05(b). To the
extent a payment of principal of the Class A Notes is made in connection with any reduction of the
Class A Note Maximum Principal Balance, each Agent, on behalf of its Purchasers, will receive in an
amount equal to the Purchaser Percentage for such Agent’s Purchaser Group of such principal
payment. The Purchase Expiration Date shall be deemed to have occurred on the reduction date on
which the Class A Note Maximum Principal Balance is reduced to zero.




          (b) The Transferor may request an increase in the Class A Note Maximum Principal Balance by
written notice to the Administrative Agent and each Agent at least thirty (30) days before the date
on which such increase is requested to become effective. No such increase will take effect with
respect to any Note unless the Purchasers and their respective Agents agree thereto. The failure
of any Agent or its related Purchasers to respond or to agree to an increase of the Class A Note
Maximum Principal Balance in writing within the applicable time shall be deemed to be a decision by
such Agent and its related Purchasers not to increase the Class A Note Maximum Principal Balance.
Upon receipt by the Transferor and the Administrative Agent of the written consent of each Agent
and its related Purchasers to the applicable increase request, the Class A Note Maximum Principal
Balance shall be increased to the amount mutually agreed to by the parties hereto. Notwithstanding
the foregoing, nothing contained herein shall obligate any Agent or any of its related Purchasers
to agree to an increase in the Class A Note Maximum Principal Balance unless it shall desire to do
so in its sole discretion.




     SECTION 2.06 Calculation of Monthly Interest.



          (a) Prior to a Series 2007-A Pay Out Event, each portion of the outstanding balance of the
Class A Note Principal Balance funded by a Conduit Purchaser for each day that such amount is
outstanding shall accrue interest in an amount equal to the CP Costs for such Conduit Purchaser.
On and after a Series 2007-A Pay Out Event, each portion of the outstanding balance of the Class A
Note Principal Balance funded by a Conduit Purchaser for each day that such amount is outstanding
shall accrue interest in an amount equal to the Default Yield for such Conduit Purchaser. The
portion of the Class A Note Principal Balance funded by a Conduit Purchaser with Pooled Commercial
Paper with respect to a Conduit Purchaser will accrue CP



13









 






Costs each day on a pro rata basis, based upon the percentage share that such amount
represents in relation to all assets held by such Conduit Purchaser and funded substantially with
related Pooled Commercial Paper with respect to a Conduit Purchaser. On the Determination Date,
each Conduit Purchaser shall calculate the aggregate amount of its CP Costs allocated to the
portion of the Class A Note Principal Balance held by it for the applicable Due Period and shall
notify, or shall cause its Agent to notify, the Servicer of such aggregate amount.




          (b) Prior to a Series 2007-A Pay Out Event, each portion of the outstanding balance of the
Class A Note Principal Balance funded by a Committed Purchaser or a Liquidity Purchaser for each
day during the Tranche Period shall accrue interest in an amount equal to the Yield for such
Committed Purchaser or Liquidity Purchaser (as the case may be) at the Alternate Rate as determined
by the Agent for such Committed Purchaser or Liquidity Purchaser. On and after a Series 2007-A Pay
Out Event, each portion of the outstanding balance of the Class A Note Principal Balance funded by
a Committed Purchaser or a Liquidity Purchaser for each day during the Tranche Period shall accrue
interest in an amount equal to the Default Yield for such Committed Purchaser or Liquidity
Purchaser (as the case may be). If the related Committed Purchaser or the related Liquidity
Purchasers acquire by assignment from a Conduit Purchaser any Funding Tranche as provided for
herein or pursuant to the related Asset Purchase Agreement (as the case may be), each Funding
Tranche so assigned shall each be deemed to have a new Tranche Period commencing on the date of any
such assignment. The related Agent, upon notice to the Transferor and the Administrative Agent,
which notice or consent shall have been received at least three (3) Business Days prior to the end
of a Tranche Period (the “Terminating Tranche”) for any Funding Tranche, may, effective on
the last day of the Terminating Tranche: (i) divide any such Funding Tranche into multiple Funding
Tranches, (ii) combine any such Funding Tranche with one or more other Funding Tranches that have a
Terminating Tranche ending on the same day as such Terminating Tranche or (iii) combine any such
Funding Tranche with a new Funding Tranche to be purchased on the day such Terminating Tranche
ends; provided, however, that in no event may the Class A Note Principal Balance of
the Conduit Purchaser be combined with a Funding Tranche of the Committed Purchaser or the
Liquidity Purchasers.




          (c) The Transferor agrees to pay and to instruct the Servicer and the Indenture Trustee to pay
all amounts payable by each with respect to the Class A Note to the account designated by the Agent
in the Fee Letter.




ARTICLE III




CLOSING




     SECTION 3.01 Closing. The closing (the “Closing”) of the purchase and sale of
the Class A Notes shall take place at 10:00 a.m. at the offices of Chapman and Cutler LLP, 330
Madison Avenue, 34th Floor, New York, New York 10017, on November 13, 2009, or if the conditions to
closing set forth in Article IV shall not have been satisfied or waived by such date, as
soon as practicable after such conditions shall have been satisfied or waived, or at such other
time, date and place as the parties shall agree upon (the date of the Closing being referred to
herein as the “Closing Date”).



14









 





     SECTION 3.02 Transactions to be Effected at the Closing. At the Closing (a) the Class
A Note Initial Purchase Price will be zero and (b) the Transferor shall deliver a Class A Note to
each Agent in satisfaction of the Transferor’s obligation to the Agent hereunder.



ARTICLE IV




CONDITIONS PRECEDENT TO PURCHASE ON THE CLOSING DATE




          The purchases by each Agent on behalf of its respective Purchaser Group of the Class A Notes
are subject to the satisfaction at the time of the Closing of the following conditions (any or all
of which may be waived with the unanimous consent of the Agents and the Administrative Agent in
their respective sole discretion):




     SECTION 4.01 Performance by the Transferor, Issuer and Servicer. All the terms,
covenants, agreements and conditions of the Series Documents to be complied with and performed by
the Transferor, the Issuer, Nordstrom fsb and Nordstrom Credit, Inc. at or before the Closing shall
have been complied with and performed in all material respects.



     SECTION 4.02 Representations and Warranties. Each of the representations and
warranties of the Transferor, the Issuer, Nordstrom fsb and Nordstrom Credit, Inc. made in the
Series Documents shall be true and correct in all material respects as of the time of the Closing
(except to the extent they expressly relate to an earlier or later time).



     SECTION 4.03 Corporate Documents. The Administrative Agent and each Agent shall have
received copies of (a) the (i) Charter documents and By-Laws of Nordstrom fsb, (ii) Board of
Directors resolutions of Nordstrom fsb with respect to the Series Documents, and (iii) incumbency
certificate of Nordstrom fsb, each certified by appropriate corporate authorities; (b) the (i)
Certificate of formation and good standing certificate of the Transferor (ii) a copy of the
operating agreement of the Transferor, (iii) Board of Directors resolutions of the Transferor with
respect to the Series Documents and (iv) incumbency of the Transferor, each certified by
appropriate authorities; and (c) the (i) Articles of Incorporation and By-Laws of Nordstrom Credit,
Inc., (ii) Board of Directors resolutions of Nordstrom Credit, Inc. with respect to the Series
Documents, and (iii) incumbency certificate of Nordstrom Credit, Inc., each certified by
appropriate corporate authorities.



     SECTION 4.04 Opinions of Counsel to Nordstrom fsb, Nordstrom Credit, Inc. and the
Transferor. Counsel to Nordstrom fsb, Nordstrom Credit, Inc. and the Transferor shall have
delivered to the Administrative Agent and each Agent favorable opinions, dated as of the Closing
Date and reasonably satisfactory in form and substance to the Administrative Agent and each Agent
and their counsel and addressed to the Administrative Agent and each Agent.



     SECTION 4.05 Opinions of Counsel to the Owner Trustee. Counsel to the Owner Trustee
shall have delivered to the Administrative Agent and each Agent a favorable opinion, dated as of
the Closing Date and reasonably satisfactory in form and substance to the Administrative Agent and
each Agent and its counsel and addressed to the Administrative Agent and each Agent.



15









 





     SECTION 4.06 Opinions of Counsel to the Indenture Trustee. Counsel to the Indenture
Trustee shall have delivered to the Administrative Agent and each Agent a favorable opinion, dated
as of the Closing Date and reasonably satisfactory in form and substance to the Administrative
Agent and each Agent and its counsel and addressed to the Administrative Agent and each Agent.



     SECTION 4.07 Financing Statements. The Administrative Agent and each Agent shall have
received evidence satisfactory to it of the completion of all recordings, registrations, and
filings as may be necessary or, in the opinion of the Administrative Agent and each Agent,
desirable to perfect or evidence (i) the assignments by Nordstrom fsb to Nordstrom Credit, Inc., by
Nordstrom Credit, Inc. to the Transferor and by the Transferor to the Issuer of their respective
ownership interests in the Receivables and the proceeds thereof and (ii) the security interest
granted by the Issuer to the Indenture Trustee in the Receivables and the proceeds thereof,
including:



          (a) Acknowledgment copies of all UCC financing statements and assignments that have been filed
in the offices of the Secretary of State of the applicable states and in the appropriate office or
offices of such other locations as may be specified in the opinions of counsel delivered pursuant
to Section 4.04; and




          (b) Certified copies of requests for information (Form UCC-11) (or a similar search report
certified by parties acceptable to the Administrative Agent and each Agent and their counsel) dated
a date reasonably near the Closing Date and listing all effective financing statements which name
Nordstrom fsb, the Transferor or the Issuer, as seller, assignor or debtor and which are filed in
all jurisdictions in which the filings were or will be made, together with copies of such financing
statements.




     SECTION 4.08 Documents. The Administrative Agent and each Agent shall have received a
duly executed counterpart of each of the Series Documents (other than the Master Indenture) and
each and every document or certification delivered by any party in connection with any of such
agreements, and each such document shall be in full force and effect.



     SECTION 4.09 No Actions or Proceedings. No action, suit, proceeding or investigation
by or before any Governmental Authority shall have been instituted to restrain or prohibit the
consummation of, or to invalidate, the transactions contemplated by the Series Documents and the
documents related thereto in any material respect.



     SECTION 4.10 Approvals and Consents. All Governmental Actions of all Governmental
Authorities required with respect to the transactions contemplated by the Series Documents and the
other documents related thereto shall have been obtained or made.



     SECTION 4.11 Officer’s Certificates. The Administrative Agent and each Agent shall
have received Officer’s Certificates from the Transferor, the Issuer, Nordstrom fsb and Nordstrom
Credit, Inc. in form and substance reasonably satisfactory to the Administrative Agent and each
Agent and their counsel, dated as of the Closing Date, certifying as to the satisfaction of the
conditions set forth in Sections 4.01 and 4.02 with respect to the Transferor, the
Issuer, Nordstrom fsb and Nordstrom Credit, Inc., respectively.



16









 





     SECTION 4.12 Documents Relating to Credit Enhancement. The Administrative Agent and
each Agent shall have received a specimen Class B Note.



     SECTION 4.13 Accounts. The Administrative Agent and each Agent shall have received
evidence that the Collection Account and Special Funding Account have been established in
accordance with the terms of the Indenture.



     SECTION 4.14 Other Documents. The Transferor shall have furnished to the
Administrative Agent and each Agent such other information, certificates and documents as the
Administrative Agent or any Agent may reasonably request.



ARTICLE V




REPRESENTATIONS AND WARRANTIES OF THE NORDSTROM PARTIES




     Each Nordstrom Party hereby makes the following representations and warranties to the
Purchasers, the Agents and the Administrative Agent, as to itself, as of the Closing Date and as of
each Incremental Funding Date, and the Purchasers, the Agents and the Administrative Agent shall be
deemed to have relied on such representations and warranties in purchasing the Class A Notes on the
Closing Date and in making (or committing to make) each Incremental Funding on each Incremental
Funding Date.



     SECTION 5.01 Transfer and Servicing Agreement. Each Nordstrom Party repeats and
reaffirms to the Purchasers, the Agents and the Administrative Agent such Nordstrom Party’s
applicable representations, warranties and covenants set forth in the Series Documents and
represents and warrants that all such representations and warranties are true and correct.



     SECTION 5.02 Corporate Existence and Power. Nordstrom Credit, Inc. is a corporation
duly organized, validly existing and in good standing under the laws of the State of Colorado. The
Transferor is a limited liability company duly organized, validly existing and in good standing
under the laws of the State of Delaware. Nordstrom fsb is a federal savings bank duly organized,
validly existing and in good standing under the laws of the United States. Each Nordstrom Party
has all power, authority and legal right and all material governmental licenses, authorizations,
consents and approvals required to own its properties and conduct its business as such properties
are presently owned and such business is presently conducted in each jurisdiction in which it
presently owns properties and presently conducts its business, and to execute and deliver this Note
Purchase Agreement and the Series Documents to which it is a party and perform its obligations
under this Note Purchase Agreement and the other Series Documents. Each Nordstrom Party is duly
qualified to do business and is in good standing (or is exempt from such requirements) in any
jurisdiction in which the nature of its business requires it to be so qualified.



     SECTION 5.03 Corporate and Governmental Authorization; Contravention. The execution
and delivery by each Nordstrom Party of this Note Purchase Agreement and the other Series Documents
to which such Nordstrom Party is a party and the performance by each Nordstrom Party thereof are
within its corporate powers, have been duly authorized by all necessary corporate or limited
liability company action, require no action by or in respect of, or



17









 







filing with, any Governmental Authority or official thereof, and do not contravene, or
constitute a default under, any provision of applicable law, rule or regulation or of the Charter
or Bylaws of Nordstrom fsb, Bylaws and Articles of Incorporation of Nordstrom Credit, Inc., limited
liability agreement of the Transferor or of any agreement, judgment, injunction, order, writ,
decree or other instrument binding upon such Nordstrom Party or result in the creation or
imposition of any Lien on the assets of such Nordstrom Party, other than pursuant to the Series
Documents.



     SECTION 5.04 Binding Effect. Each of this Note Purchase Agreement, the Indenture
Supplement, the Fee Letter and the other Series Documents to which each Nordstrom Party is a party
constitutes the legal, valid and binding obligation of such Nordstrom Party, enforceable against it
in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other
similar laws affecting the rights of creditors generally.



     SECTION 5.05 No Conflict. The execution and delivery of this Note Purchase Agreement,
the Indenture Supplement, the Fee Letter and the other Series Documents to which each Nordstrom
Party is a party, the performance of the transactions contemplated by this Note Purchase Agreement,
the Indenture Supplement, the Fee Letter and the other Series Documents to which such Nordstrom
Party is a party and the fulfillment of the terms hereof and thereof will not conflict with, result
in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse
of time or both) a default under, any Requirement of Law applicable to such Nordstrom Party or any
indenture, contract, agreement, mortgage, deed of trust, or other material instrument to which
Nordstrom fsb is a party or by which it or any of its properties are bound.



     SECTION 5.06 No Proceedings. There are no actions, suits, proceedings or
investigations pending or, to the best knowledge of each Nordstrom Party, threatened, against or
affecting such Nordstrom Party or any Affiliate of such Nordstrom Party or their respective
properties, in or before any court, regulatory body, administrative agency, arbitrator or other
tribunal or governmental instrumentality (i) asserting the invalidity of this Note Purchase
Agreement or any other Series Document to which such Nordstrom Party is a party, (ii) seeking to
prevent the issuance of the Notes or the consummation of any of the transactions contemplated by
this Note Purchase Agreement or any other Series Document to which such Nordstrom Party is a party,
(iii) seeking any determination or ruling that, individually or in the aggregate, in the reasonable
judgment of such Nordstrom Party, would materially and adversely affect the performance by such
Nordstrom Party of its obligations under this Note Purchase Agreement or any other Series Document
to which such Nordstrom Party is a party or (iv) seeking any determination or ruling that would
materially and adversely affect the validity or enforceability of this Note Purchase Agreement or
any other Series Document to which such Nordstrom Party is a party.



     SECTION 5.07 Transferor Amount. As of the Closing Date and each Incremental Funding
Date, the Transferor Interest is not less than the Minimum Transferor Interest and the aggregate
amount of Principal Receivables is not less than the Required Minimum Principal Balance.



     SECTION 5.08 No Pay Out Event. After giving effect to the issuance of, and the
acquisition by each Agent, on behalf of its respective Purchasers, and of any occurrence of any



18









 







Incremental Funding pursuant to Section 4.09 of the Indenture Supplement and in accordance
with Section 2.03 hereunder, no event shall have occurred and not been waived or be
continuing and no condition shall exist which would constitute a Pay Out Event or Potential Pay Out
Event.



     SECTION 5.09 Accuracy of Information. Each document, book, record, report, exhibit,
schedule or other information furnished or to be furnished at any time by each Nordstrom Party to
the Purchasers, the Agents or the Administrative Agent for purposes of or in connection with this
Note Purchase Agreement, the Indenture Supplement or any transaction contemplated hereby or thereby
is or will be true and accurate in all material respects on the date such information is stated or
certified.



     SECTION 5.10 Taxes. Each Nordstrom Party has filed all tax returns (Federal, state
and local) required to be filed and has paid or made adequate provision for the payment of all its
taxes, assessments and other governmental charges.



     SECTION 5.11 Use of Proceeds. No proceeds of the acquisition of the Class A Note or
any Incremental Funding will be used by the Transferor to acquire any security in any transaction
which is subject to Section 13 or 14 of the Securities Exchange Act of 1934, as amended.



     SECTION 5.12 Value. Nordstrom fsb has received or will receive reasonably equivalent
value in return for the transfer of the Participation to Nordstrom Credit, Inc. Nordstrom Credit,
Inc. has received or will receive reasonably equivalent value in return for the transfer of the
Receivables and the other property transferred to the Transferor. The Transferor has received or
will receive reasonably equivalent value in return for the transfer of the Receivables and other
property transferred to the Trust.



     SECTION 5.13 ERISA. Each Nordstrom Party and its ERISA Affiliates is in compliance in
all material respects with ERISA and no lien exists in favor of the PBGC on any of the Receivables.



     SECTION 5.14 Place of Business. The principal executive offices of Nordstrom fsb are
in Scottsdale, Arizona. Electronic records concerning the Receivables and related contracts are
maintained by Nordstrom fsb’s service provider located in Columbus, Georgia. The principal
executive offices of the Transferor and Nordstrom Credit, Inc. are in Centennial, Colorado.



     SECTION 5.15 Investment Company. Neither the Transferor nor the Trust is an
“investment company” or is controlled by an “investment company” within the meaning of the
Investment Company Act, or is exempt from all provisions of such Act.



     SECTION 5.16 No Liens. The sale, assignment and conveyance of the Class A Note and
the consummation of the transactions herein contemplated will not result in the creation or
imposition of any Lien, charge or encumbrance upon any of the property or assets of any Nordstrom
Party or any of its Affiliates pursuant to the terms of any indenture, mortgage, deed of trust,
loan agreement or other agreement (including this Note Purchase Agreement) or instrument to which
it or any of its Affiliates is bound or to which any of its property or assets is subject.



19









 





     SECTION 5.17 Authorization. The Transferor has authorized the Trust to issue and sell
the Class A Note.



     SECTION 5.18 No Amendments. Since May 1, 2007, there have been no amendments (other
than the amendments listed in the recitals hereto), modifications or waivers of the terms of the
Master Indenture or Transfer and Servicing Agreement.



     SECTION 5.19 No Claims. No Person party to the Master Indenture or Transfer and
Servicing Agreement has any defenses, counterclaims or right of set-off with respect to either
agreement.



     SECTION 5.20 Agreements Enforced. Except as otherwise agreed by the parties thereto,
each of the Master Indenture and the Transfer and Servicing Agreement have been strictly enforced
in accordance with their terms by each party thereto.



     SECTION 5.21 Class A Note. The Class A Note has been duly and validly authorized,
and, when executed and authenticated in accordance with the terms of the Indenture and the
Indenture Supplement, and delivered to and paid for in accordance with this Note Purchase
Agreement, will be duly and validly issued and outstanding and will be entitled to the benefits of
the Transfer and Servicing Agreement, the Master Indenture and the Indenture Supplement.



     SECTION 5.22 Issuer Existence and Authorization. The Issuer has been duly created and
is validly existing under the laws of the State of Delaware.



     SECTION 5.23 Financial Condition of Nordstrom Parties. On the date hereof and on each
Incremental Funding Date, none of the Nordstrom Parties is insolvent nor the subject of any
insolvency proceeding.



     The representations and warranties set forth in this Section shall survive the sale of the
Class A Note to each Agent on behalf of its respective Purchaser Group. Upon discovery by either
Nordstrom Party, the Administrative Agent, any Agent or any Purchaser of a breach of any of the
foregoing representations and warranties, the party discovering such breach shall give prompt
written notice to the others. Any document, instrument, certificate or notice delivered to the
Conduit Purchaser, the Agent or any Purchaser hereunder shall be deemed to be a representation and
warranty by such Nordstrom Party.



ARTICLE VI




REPRESENTATIONS AND WARRANTIES

WITH RESPECT TO THE CONDUIT PURCHASER AND COMMITTED PURCHASERS




          Each Agent, as to itself on behalf of its related Conduit Purchasers and Committed Purchasers,
hereby makes the following representations and warranties to the Transferor and Nordstrom fsb on
which the Transferor and Nordstrom fsb shall rely in entering into this Note Purchase Agreement.





20











 





     SECTION 6.01 Organization. Each of the Conduit Purchaser and the Committed Purchasers
in such Agent’s Purchaser Group has been duly organized and is validly existing and in good
standing as a limited liability company or national banking association under the laws of the
jurisdiction of its organization, with power and authority to own its properties and to transact
the business in which it is now engaged and each of such Conduit Purchasers and such Committed
Purchasers is duly qualified to do business and is in good standing (or is exempt from such
requirements) in each State of the United States where the nature of its business requires it to be
so qualified and the failure to be so qualified and in good standing would have a material adverse
effect on the interests of the Transferor.



     SECTION 6.02 Authority, etc. Each of the Conduit Purchasers and the Committed
Purchasers in such Agent’s Purchaser Group has all requisite power and authority to enter into and
perform its obligations under this Note Purchase Agreement and to consummate the transactions
contemplated hereby and thereby. The execution and delivery by each of the Conduit Purchaser and
the Committed Purchasers in such Agent’s Purchaser Group of this Note Purchase Agreement and the
consummation by each of the Conduit Purchaser and each Committed Purchaser in such Agent’s
Purchaser Group of the transactions contemplated hereby have been duly and validly authorized by
all necessary corporate action on the part of each of the Conduit Purchaser and the Committed
Purchasers in such Agent’s Purchaser Group. This Note Purchase Agreement has been duly and validly
executed and delivered by each of the Conduit Purchaser and the Committed Purchasers in such
Agent’s Purchaser Group and constitutes a legal, valid and binding obligation of such party,
enforceable against such party in accordance with its terms, subject as to enforcement to
bankruptcy, reorganization, insolvency, moratorium and other similar laws of general applicability
relating to or affecting creditors’ rights and to general principles of equity. Neither the
execution and delivery by any of the Conduit Purchaser or the Committed Purchasers in such Agent’s
Purchaser Group of this Note Purchase Agreement nor the consummation by any such party of any of
the transactions contemplated hereby, nor the fulfillment by such party of the terms hereof, will
conflict with, or violate, result in a breach of or constitute a default under any term or
provision of the Charter, By-laws, certificate of formation, or limited liability company agreement
of such party or any Governmental Rule applicable to such party.



     SECTION 6.03 Securities Act. The Class A Note purchased by such Agent on behalf of
its related Purchasers pursuant to this Note Purchase Agreement will be acquired for investment
only and not with a view to any public distribution thereof, and no Purchaser in such Agent’s
Purchaser Group will offer to sell or otherwise dispose of its interest in the Class A Note so
acquired by it (or any interest therein) in violation of any of the registration requirements of
the Act or any applicable state or other securities laws. Such Agent and each Purchaser in such
Agent’s Purchaser Group acknowledges that it has no right to require the Transferor to register
under the Act or any other securities law any Note to be acquired by such Agent on behalf of such
Purchaser in such Agent’s Purchaser Group pursuant to this Note Purchase Agreement.



          The Agent and the Conduit Purchaser and Committed Purchasers in such Agent’s Purchaser Group
have such knowledge and experience in financial and business matters as to be capable of evaluating
the merits and risks of an investment in the Class A Note and the Conduit Purchaser and Committed
Purchaser in such Agent’s Purchaser Group are able to bear the economic risk of such investment.
The Agent and the Conduit Purchaser and Committed



21









 







Purchasers in such Agent’s Purchaser Group have reviewed the Transfer and Servicing Agreement,
the Indenture and the Indenture Supplement (including the schedule and exhibits thereto) and have
had the opportunity to perform due diligence with respect thereto and to ask questions of and
receive answers from the Transferor and its representatives concerning the Transferor, the Trust
and the Class A Note. Each of the Agent and the Conduit Purchaser and Committed Purchasers in such
Agent’s Purchaser Group is an “accredited investor” as defined in Rule 501, promulgated by the
Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as
amended.



ARTICLE VII




COVENANTS




     SECTION 7.01 Affirmative Covenants of the Nordstrom Parties. So long as the Class A
Note remains outstanding, each Nordstrom Party hereby covenants, as to itself, as set forth below:



          (a) Financial Reporting. Such Nordstrom Party will maintain a system of accounting
established and administered in accordance with GAAP, and furnish to the Agent:



               (i) Annual Reporting. Within one hundred twenty (120) days after the close of each
fiscal year of (x) Nordstrom fsb, the most recent annual thrift financial report of Nordstrom fsb,
certified by its president or any vice president, and (y) Nordstrom, Inc., audited financial
statements, prepared in accordance with GAAP on a consolidated basis for Nordstrom, Inc., including
balance sheets as of the end of such period, related statements of operations, shareholder’s equity
and cash flows, accompanied by an unqualified audit report certified by independent certified
public accountants, acceptable to each Agent, prepared in accordance with generally accepted
auditing standards and by a certificate of said accountants that, in the course of performing such
audit, they found no material weaknesses in the systems of internal control of Nordstrom, Inc. and
its Subsidiaries.



               (ii) Quarterly Reporting. Within sixty (60) days after the close of the first three
quarterly periods of each fiscal year of (x) Nordstrom fsb, the most recent quarterly call report
of Nordstrom fsb, certified by its president or any vice president, and (y) Nordstrom, Inc.,
consolidated unaudited balance sheets for Nordstrom, Inc. and its Subsidiaries as at the close of
each such period and consolidated related statements of operations, shareholder’s equity and cash
flows for the period from the beginning of such fiscal year to the end of such quarter, all
certified by its chief financial officer.



               (iii) Compliance Certificate. Together with the financial statements required
hereunder, a compliance certificate signed by the chief financial officer of Nordstrom, Inc.
stating that (x) the attached financial statements have been prepared in accordance with GAAP and
accurately reflect the financial condition of each of the Nordstrom Parties and (y) to the best of
such Person’s knowledge, no Pay Out Event or Potential Pay Out Event exists, or if any Pay Out
Event or Potential Pay Out Event exists, stating the nature and status thereof.



22









 





               (iv) Shareholders Statements and Reports. Promptly upon the furnishing thereof to the
shareholders of Nordstrom, Inc., copies of all financial statements, reports and proxy statements
so furnished.



               (v) S.E.C. Filings. Promptly upon the filing thereof, copies of all registration
statements and annual, quarterly, monthly or other regular reports which Nordstrom, Inc. files with
the Securities and Exchange Commission.



               (vi) Notice of Pay Out Events or Potential Pay Out Events. As soon as possible and in
any event within two (2) days after the occurrence of each Pay Out Event or each Potential Pay Out
Event, a statement of the president or any vice president of such Nordstrom Party setting forth
details of such Pay Out Event or Potential Pay Out Event and the action which such Nordstrom Party
proposes to take with respect thereto.



               (vii) Change in Credit Card Guidelines and Debt Ratings. Within ten (10) days after
the date any material change in or material amendment to the Credit Card Guidelines occurs, a copy
of the Credit Card Guidelines then in effect indicating such change or amendment; provided;
however, that if such change or amendment would be reasonably likely to materially and
adversely affect the collectibility of the Receivables or generally decrease the credit quality of
the Receivables overall, such change or amendment will be provided to each Agent at least thirty
(30) days in advance of such change or amendment and require the prior written consent thereto of
each Agent.



               (viii) Credit Card Guidelines. Within ninety (90) days after the close of such
Nordstrom Party’s fiscal year, a complete copy of the Credit Card Guidelines then in effect.



               (ix) ERISA. Promptly after the filing or receiving thereof, copies of all reports and
notices with respect to any Reportable Event (as defined in Article IV of ERISA) which such
Nordstrom Party or any ERISA Affiliate of such Nordstrom Party files under ERISA with the Internal
Revenue Service, the PBGC or the U.S. Department of Labor or which such Nordstrom Party or any
ERISA Affiliate of such Nordstrom Party receives from the Internal Revenue Service, the PBGC or the
U.S. Department of Labor.



               (x) Other Information. Such other information (including nonfinancial information) as
any Agent may from time to time reasonably request with respect to the Transferor or any of its
Subsidiaries.



          (b) Corporate Existence; Conduct of Business. The Transferor will preserve and
maintain its existence as a limited liability company duly organized and existing under the laws of
the State of Delaware. Nordstrom fsb will preserve and maintain its existence as a federal savings
bank duly organized and existing under the laws of the United States. Nordstrom Credit, Inc. will
preserve and maintain its existence as a corporation duly organized and existing under the laws of
the State of Colorado. Each Nordstrom Party will carry on and conduct its business in
substantially the same manner and in substantially the same fields of enterprise as it is presently
conducted and do all things necessary to remain duly organized, validly existing and in good
standing under its jurisdiction of formation or organization, as applicable, and maintain



23









 







all requisite authority to conduct its business in each jurisdiction in which its business is
conducted.



          (c) Compliance with Laws. Each Nordstrom Party will comply with all laws, rules,
regulations, orders, writs, judgments, injunctions, decrees or awards applicable to it, its
properties, the Accounts or any part thereof, except where the failure to so comply could not
reasonably be expected to have a Material Adverse Effect.



          (d) Furnishing of Information and Inspection of Records. Each Nordstrom Party will
furnish to all of the Agents, from time to time, such information with respect to the Receivables
as any Agent may reasonably request, including, without limitation, listings identifying the
Obligor and the outstanding balance for each Receivable. Each Nordstrom Party will, at any time
and from time to time during regular business hours, permit any Agent, or its agents or
representatives, (i) to examine and make copies of and abstracts from all records and (ii) to visit
the offices and properties of such Person for the purpose of examining such records, and to discuss
matters relating to Receivables or such Person’s performance hereunder and under the other Series
Documents to which such Person is a party with any of the officers, directors, employees or
independent public accountants of such Nordstrom Party having knowledge of such matters.



          (e) Keeping of Records and Books of Account. The Servicer will maintain and implement
administrative and operating procedures (including, without limitation, an ability to recreate
records evidencing Receivables in the event of the destruction of the originals thereof), and keep
and maintain, all documents, books, records and other information reasonably necessary or advisable
for the collection of all Receivables (including, without limitation, records adequate to permit
the daily identification of each new Receivable and all Collections of and adjustments to each
existing Receivable). The Servicer will give each Agent notice of any material change in the
administrative and operating procedures of each Servicer referred to in the previous sentence.



          (f) Transfer and Servicing Agreement. The Transferor will comply with the covenants
set forth in Sections 2.07 and 2.08 of the Transfer and Servicing Agreement. The Servicer will
comply with the covenants set forth in Section 3.03 of the Transfer and Servicing
Agreement.



          (g) Notice of Adverse Claims. Each Nordstrom Party will advise the Agent promptly, in
reasonable detail, (i) of any Lien asserted or a claim by a Person that is not an Obligor made
against any of the Receivables, (ii) of the occurrence of any breach by such Nordstrom Party of any
of its representations, warranties and covenants contained herein or in the Series Documents and
(iii) of the occurrence of any other event which would have a material adverse effect on the
Indenture Trustee’s interest in the Receivables or the collectability thereof.



          (h) Protection of Interest in Receivables. Each Nordstrom Party shall execute (if
applicable) and file such continuation statements and any other documents reasonably requested by
the Indenture Trustee or the Agent or which may be required by law to fully preserve and protect
the interest of the Indenture Trustee in and to the Receivables. The Transferor shall deliver to
the Agent a copy of any legal opinion delivered pursuant to Section



24









 







9.02(d) of the Transfer and Servicing Agreement concurrently with the delivery thereof to any
party as required by said Section.



          (i) Each Nordstrom Party will notify the Agent in writing of any of the following promptly
upon learning of the occurrence thereof, describing the same, and if applicable, the steps being
taken with respect thereto:



               (i) (A)(1) The entry of any judgment or decree against the Servicer if such judgment or decree
exceeds $10,000,000 or the aggregate amount of all judgments and decrees then outstanding against
the Servicer exceeds $50,000,000 and (2) the institution of any litigation, arbitration proceeding
or governmental proceeding against the Servicer which, individually or in the aggregate, could
reasonably be expected to have a Material Adverse Effect; and (B) the entry of any judgment or
decree of the institution of any litigation, arbitration proceeding or governmental proceeding
against Transferor or any of its Affiliates.



               (ii) The occurrence of any event or condition that has had, or could reasonably be expected to
have, a Material Adverse Effect.



               (iii) The occurrence of a default or an event of default under any other financing arrangement
to which such Nordstrom Party is a debtor or an obligor.



          (j) Compliance with Credit Card Agreements and Credit Card Guidelines. Each Nordstrom
Party will and will cause any Account Originator to timely and fully (i) perform and comply with
all provisions, covenants and other promises required to be observed by it under the Credit Card
Agreements related to the Receivables and the “Receivables” (as defined in the Participation
Agreement), and (ii) comply in all respects with the Credit Card Guidelines in regard to each
Receivable and the “Receivables” (as defined in the Participation Agreement) and the related Credit
Card Agreement, except where the failure to so comply could not reasonably be expected to have a
Material Adverse Effect.



          (k) Transfers of Receivables. With respect to (i) the transfer of the Participation
from Nordstrom fsb to Nordstrom Credit, Inc. under the Participation Agreement and (ii) the
transfer of the Receivables from Nordstrom Credit, Inc. to the Transferor under the Receivables
Purchase Agreement, each such transfer shall be effected under, and in strict compliance with the
terms of the applicable transfer agreement, including, without limitation, the terms relating to
the amount and timing of payments to be made with respect to the purchase price for the
Participation or related Receivables, as applicable.



     SECTION 7.02 Covenants. Each Nordstrom Party will duly observe and
perform each of its covenants set forth in the other Series Documents.



     SECTION 7.03 Negative Covenants of the Nordstrom Parties. So long as the Class A Note
remains outstanding, each Nordstrom Party hereby covenants as to itself, as set forth below:



          (a) Amendments. No Nordstrom Party will make, nor will it permit any Person to make,
any amendment, modification or change to, or provide any waiver under any Series Document without
the prior written consent of each Agent.



25









 





          (b) No Sales, Liens, Etc. Except as otherwise provided herein and in the Series
Documents, such Nordstrom Party will not sell, assign (by operation of law or otherwise) or
otherwise dispose of, or create or suffer to exist any Lien upon (or the filing of any financing
statement) or with respect to any of the Receivables.



          (c) No Extension or Amendment of Receivables. Except as otherwise permitted by the
Series Documents, the Servicer will not extend, amend or otherwise modify the terms of any
Receivable.



          (d) No Change in Business or Account Guidelines. Neither Nordstrom Party will make
any change in the character of its business or in the Credit Card Guidelines, which change would,
in either case, delay the timing of recognition of the charge-off or write-off of any delinquent or
fraudulent Receivable or any Receivable or “Receivable” (as defined in the Participation Agreement)
with respect to which the related Obligor has declared bankruptcy, impair the collectability of any
Receivable or otherwise have a material adverse effect on the Indenture Trustee’s interest in the
Receivables, including any change which would have the effect of diminishing the creditworthiness
of Obligors with respect to Additional Accounts or Supplemental Accounts.



          (e) Change of Name, Etc. Neither Nordstrom Party will without providing 30 days’
notice to each Agent and its related Purchasers and without filing such amendments to any
previously filed financing statements as an Agent or any of its related Purchasers may require, (A)
change the location of its principal executive office or the location of the offices where the
records relating to the accounts are kept or the jurisdiction of its organization, or (B) change
its name, identity or corporate structure in any manner which would, could or might make any
financing statement or continuation statement filed by such Nordstrom Party in accordance with the
Series Documents seriously misleading within the meaning of Sections 9-506 and 9-507 of the UCC as
in effect in the relevant UCC States or any applicable enactment of the UCC.



          (f) ERISA Matters. Such Nordstrom Party will not (i) engage or permit any of its
respective ERISA Affiliates to engage in any prohibited transaction (as defined in section 4975 of
the Code and Section 406 of ERISA) for which an exemption is not available or has not previously
been obtained from the U.S. Department of Labor; (ii) permit to exist any accumulated funding
deficiency (as defined in Section 302(a) of ERISA and Section 412(a) of the Code) or funding
deficiency with respect to any Benefit Plan other than a Multiemployer Plan; (iii) fail to make any
payments to any Multiemployer Plan that such Nordstrom Party or any ERISA Affiliate of such
Nordstrom Party is required to make under the agreement relating to such Multiemployer Plan or any
law pertaining thereto; (iv) terminate any Benefit Plan so as to result in any liability; or (v)
permit to exist any occurrence of any reportable event described in Title IV of ERISA which
represents a material risk of a liability to the Transferor, or any ERISA Affiliate of such
Nordstrom Party under ERISA or the Code, if such prohibited transactions, accumulated funding
deficiencies, payments, terminations and reportable events occurring within any fiscal year of such
Nordstrom Party, in the aggregate, involve a payment of money or an incurrence of liability by such
Nordstrom Party or any ERISA Affiliate of such Nordstrom Party in an amount in excess of $100,000.



26









 





          (g) Transfer of Transferor Interest. Except as permitted by the Series Documents, the
Transferor shall not assign, transfer or otherwise convey to any Person other than Nordstrom fsb
any interest in the Transferor Interest.



ARTICLE VIII




ADDITIONAL COVENANTS




     SECTION 8.01 Legal Conditions to Closing. The parties hereto will take all reasonable
action necessary to obtain (and will cooperate with one another in obtaining) any consent,
authorization, permit, license, franchise, order or approval of, or any exemption by, any
Governmental Authority or any other Person, required to be obtained or made by it in connection
with any of the transactions contemplated by this Note Purchase Agreement.



     SECTION 8.02 Expenses. Whether or not the Closing takes place, except as otherwise
expressly provided herein or in the Fee Letter, all reasonable costs and expenses incurred in
connection with this Note Purchase Agreement and the transactions contemplated hereby shall (as
between the Transferor and the Conduit Purchaser) be paid by the Transferor.



     SECTION 8.03 Mutual Obligations. On and after the Closing, each party hereto will do,
execute and perform all such other acts, deeds and documents as the other party may from time to
time reasonably require in order to carry out the intent of this Note Purchase Agreement.



     SECTION 8.04 Restrictions on Transfer. The Agent agrees that it will comply with the
restrictions on transfer of the Class A Note set forth in the Indenture and the Indenture
Supplement and that it will resell the Class A Note only in compliance with such restrictions;
provided, however, that the Transferor acknowledges that in the event of the
purchase of the Class A Note by any Purchaser no such Purchaser will be required to execute and
deliver the Investment Letter.



     SECTION 8.05 Consents, etc. The Agent and each Purchaser agrees not to unreasonably
withhold or delay its consent to any amendment or other matter requiring consent of the Series
2007-A Noteholders under a provision of any Series Document to the extent that such provision
specifies that such consent is not to be unreasonably withheld or delayed.



ARTICLE IX




INDEMNIFICATION




     SECTION 9.01 Indemnities by the Nordstrom Parties. Without limiting any other rights
which the Agents or the Purchasers may have hereunder or under applicable law, (A) the Transferor
hereby agrees to indemnify each Agent, each Purchaser and each Liquidity Purchaser and any
successors and permitted assigns and any of their respective officers, directors and employees
(collectively, “Indemnified Parties”) from and against any and all damages, losses, claims,
liabilities, costs and expenses, including, without limitation, reasonable attorneys’ fees (which
such attorneys may be employees of an Agent or a Purchaser or a Liquidity Provider, as applicable)
and disbursements (all of the foregoing being collectively referred to as “Indemnified 



27









 




Amounts”) awarded against or incurred by any of them in any action or proceeding
between the Transferor and any of the Indemnified Parties or between any of the Indemnified Parties
and any third party or otherwise arising out of or as a result of this Note Purchase Agreement, the
other Series Documents, the ownership or maintenance, either directly or indirectly, by such Agent
or Purchaser of the Class A Note or any of the other transactions contemplated hereby or thereby
and (B) Nordstrom fsb hereby agrees to indemnify each Indemnified Party for Indemnified Amounts
awarded against or incurred by any of them in any action or proceeding (including in its capacity
as Servicer) between Nordstrom fsb and any of the Indemnified Parties or between any of the
Indemnified Parties and any third party or otherwise arising out of or as a result of this Note
Purchase Agreement, the other Series Documents, the ownership or maintenance, either directly or
indirectly, of the Class A Note or any of the other transactions contemplated hereby or thereby,
excluding, in all of the foregoing instances under the preceding clauses (A) and
(B): (i) Indemnified Amounts to the extent a final judgment of a court of competent
jurisdiction holds that such Indemnified Amounts result from gross negligence or willful misconduct
on the part of an Indemnified Party seeking indemnification or (ii) Indemnified Amounts to the
extent the same include losses in respect of Receivables that are uncollectible on account of the
insolvency, bankruptcy or lack of creditworthiness of the related Obligor. Without limiting the
generality of the foregoing, each Nordstrom Party shall indemnify each Indemnified Party for
Indemnified Amounts relating to or resulting from:




               (i) any representation or warranty made by any Nordstrom Party or any officers of such Person
under or in connection with this Note Purchase Agreement, any of the other Series Documents or any
other information or report delivered by such Person pursuant hereto or thereto, which shall have
been false or incorrect in any material respect when made or deemed made;



               (ii) the failure by the Account Originator, Nordstrom fsb (including in its capacity as
Servicer), Nordstrom Credit, Inc. or the Transferor to comply with any applicable law, rule or
regulation with respect to any Receivable, or the nonconformity of any Receivable with any such
applicable law, rule or regulation;



               (iii) the failure to vest and maintain vested in the Indenture Trustee, on behalf of the
Trust, first priority, perfected security interest, in the Collateral free and clear of any Lien;



               (iv) any failure of the Account Originator, Nordstrom fsb (including in its capacity as
Servicer), Nordstrom Credit, Inc. or the Transferor to perform its duties, covenants or other
obligations in accordance with the provisions of this Note Purchase Agreement or any other Series
Document;



               (v) any products liability, personal injury or damage suit, or other similar claim arising out
of or in connection with merchandise, insurance or services that are the subject of any Receivable;



               (vi) any dispute, claim, offset or defense (other than discharge in bankruptcy) of the Obligor
to the payment of any Receivable (including, without limitation, a defense based on such Receivable
not being a legal, valid and binding obligation of such Obligor



28









 







enforceable against it in accordance with its terms), or any other claim resulting from the
sale of merchandise or services related to such Receivable or the furnishing or failure to furnish
such merchandise or services;



               (vii) the commingling of Collections of Receivables at any time with other funds;



               (viii) any investigation, litigation or proceeding related to or arising from this Note
Purchase Agreement or any other Series Document, the transactions contemplated hereby, the use of
the proceeds of an Incremental Funding, the ownership of the Class A Note or any other
investigation, litigation or proceeding relating to the Account Originator, Nordstrom fsb
(including in its capacity as Servicer), Nordstrom Credit, Inc. or the Transferor in which any
Indemnified Party becomes involved as a result of any of the transactions contemplated hereby;



               (ix) any inability to litigate any claim against any Obligor in respect of any Receivable as a
result of such Obligor being immune from civil and commercial law and suit on the grounds of
sovereignty or otherwise from any legal action, suit or proceeding;



               (x) any failure of Trust to acquire and maintain legal and equitable title to, and ownership
of any Receivable free and clear of any interest (other than as created under the Series
Documents); any failure of Nordstrom Credit, Inc. to give reasonably equivalent value to Nordstrom
fsb under the Participation Agreement in consideration of the transfer by Nordstrom fsb of the
Participation, or any Person successfully voids such transfer under statutory provisions or common
law or equitable action; any failure of the Transferor to give reasonably equivalent value to
Nordstrom Credit, Inc. under the Receivables Purchase Agreement in consideration of the transfer by
Nordstrom Credit, Inc. of any Receivable, or any Person successfully voids such transfer under
statutory provisions or common law or equitable action;



               (xi) the failure to have filed, or any delay in filing, financing statements or other similar
instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with
respect to any Receivable with respect thereto, and the proceeds of any Receivable thereof; and



               (xii) any action or omission by the Account Originator, Nordstrom fsb (including in its
capacity as Servicer), Nordstrom Credit, Inc. or the Transferor which reduces or impairs the rights
of the Conduit Purchaser, the Agent or the Purchasers with respect to any Receivable or the value
of any such Receivable.



     SECTION 9.02 Procedure. In order for an Indemnified Party to be entitled to any
indemnification provided for under this Note Purchase Agreement in respect of, arising out of, or
involving a claim made by any Person against the Indemnified Party (a “Third Party Claim”),
such Indemnified Party must notify Nordstrom fsb, Nordstrom Credit, Inc. or the Transferor, as
applicable (the “Applicable Indemnifying Party”) in writing of the Third Party Claim within
a reasonable time after receipt by such Indemnified Party of written notice of the Third Party
Claim unless the Applicable Indemnifying Party shall have previously obtained actual knowledge
thereof. Thereafter, the Indemnified Party shall deliver to the Applicable Indemnifying Party,
within a reasonable time after the Indemnified Party’s receipt thereof, copies



29









 







of all notices and documents (including court papers) received by the Indemnified Party
relating to the Third Party Claim.



     SECTION 9.03 Defense of Claims. If a Third Party Claim is made against an Indemnified
Party, the Applicable Indemnifying Party will be entitled (a) to participate in the defense thereof
and, (b) if it so chooses, to assume the defense thereof with counsel selected by the Applicable
Indemnifying Party; provided, however, that in connection with such assumption (i)
such counsel is not reasonably objected to by the Indemnified Party and (ii) the Applicable
Indemnifying Party first admits in writing its joint and several liability to indemnify the
Indemnified Party with respect to all elements of such claim in full. If the Applicable
Indemnifying Party elects to assume the defense of a Third Party Claim, the Applicable Indemnifying
Party will (x) not be liable to the Indemnified Party for any legal expenses subsequently incurred
by the Indemnified Party in connection with the defense thereof, (y)(i) cooperate in all reasonable
respects with the Applicable Indemnifying Party in connection with such defense and (ii) not admit
any liability with respect to, or settle, compromise or discharge, such Third Party Claim without
the Applicable Indemnifying Party’s prior written consent, as the case may be and (z) be entitled
to participate in (but not control) such defense with its own counsel at its own expense. If the
Applicable Indemnifying Party does not assume the defense of any such Third Party Claim, the
Indemnified Party may defend the same in such manner as it may deem appropriate, including settling
such claim or litigation after giving notice to the Applicable Indemnifying Party of the terms of
such settlement and the Applicable Indemnifying Party shall promptly reimburse the Indemnified
Party upon written request. Anything contained in this Note Purchase Agreement to the contrary
notwithstanding, the Applicable Indemnifying Party shall not be entitled to assume the defense of
any part of a Third Party Claim that seeks an order, injunction or other equitable relief or relief
for other than money damages against the Indemnified Party.



     SECTION 9.04 Indemnity for Taxes, Reserves and Expenses. (a) If after the date
hereof, the adoption of any Governmental Rule or bank regulatory guideline or any amendment or
change in the interpretation of any existing or future Governmental Rule or bank regulatory
guideline by any Governmental Authority charged with the administration, interpretation or
application thereof, or the compliance with any directive of any Governmental Authority (in the
case of any bank regulatory guideline, whether or not having the force of Governmental Rule):



               (i) shall subject any Indemnified Party to any tax, duty, deduction or other charge with
respect to the Receivables, the Class A Note, this Note Purchase Agreement or the other Series
Documents, or payments of amounts due thereunder, or shall change the basis of taxation of payments
to any Indemnified Party of amounts payable in respect thereof (except for changes in the rate of
general corporate, franchise, net income or other income tax (including by means of withholding)
imposed on such Indemnified Party by the United States of America, the jurisdiction in which such
Indemnified Party’s principal executive office is located or any other jurisdiction in which the
Indemnified Party would be subject to such tax even if the transactions contemplated by this Note
Purchase Agreement had not occurred); or



               (ii) shall impose, modify or deem applicable any reserve, capital, special deposit or similar
requirement (including, without limitation, any such requirement imposed by the Board of Governors
of the Federal Reserve System) against assets of, deposits



30









 







with or for the account of, or credit extended by, any Indemnified Party or shall impose on
any Indemnified Party or on the United States market for certificates of deposit or the London
interbank market any other condition affecting the Receivables, the Class A Note, this Note
Purchase Agreement, the other Series Documents or payments of amounts due thereunder (including
with respect to Eurocurrency liability reserves); or



               (iii) imposes upon any Indemnified Party any other cost or expense (including, without
limitation, reasonable attorneys’ fees and expenses, and expenses of litigation or preparation
therefor in contesting any of the foregoing if such a contest is requested by the Applicable
Indemnifying Party) with respect to the Receivables, the Class A Note, any Series Document or
payments of amounts due hereunder or thereunder;


and the result of any of the foregoing is to increase the cost or reduce the payments to such
Indemnified Party with respect to the Receivables, the Class A Note, this Note Purchase Agreement,
the other Series Documents or payments of amounts due thereunder or the obligations thereunder or
the funding of any purchases (including Incremental Fundings) with respect thereto by any
Purchaser, by an amount deemed by such Indemnified Party to be material, then the Transferor agrees
to pay such Indemnified Party, within 10 days after demand by such Indemnified Party, such
additional amount or amounts as will compensate such Indemnified Party for such increased cost or
reduced payments.




          (b) If any Indemnified Party shall have determined that, after the date hereof, the adoption
of any applicable Law or bank regulatory guideline regarding capital adequacy, or any change
therein, or any change in the interpretation thereof by any Governmental Authority, or any
directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not
having the force of law) of any such Governmental Authority, has or would have the effect of
reducing the rate of return on capital of such Indemnified Party (or its parent) as a consequence
of such Indemnified Party’s obligations hereunder or with respect hereto to a level below that
which such Indemnified Party (or its parent) could have achieved but for such adoption, change,
request or directive (taking into consideration its policies with respect to capital adequacy) by
an amount deemed by such Indemnified Party to be material, then from time to time the Transferor
agrees to pay such Indemnified Party, within 10 days after demand by any such Indemnified Party,
such additional amount or amounts as will compensate such Indemnified Party (or its parent) for
such reduction.



          (c) Any Indemnified Party who makes a demand for payment of increased costs or capital
pursuant to Section 9.04(a) or (b) shall promptly deliver to the Transferor a
certificate setting forth in reasonable detail the computation of such increased costs or capital
and specifying the basis therefor. In the absence of manifest error, such Note shall be conclusive
and binding for all purposes. Each Indemnified Party shall use reasonable efforts to mitigate the
effect upon the Transferor of any such increased costs or capital requirements; provided,
however, that it shall not be obligated to take any action that it determines would be
disadvantageous to it or inconsistent with its policies.



          No Indemnified Party shall be permitted to recover any additional or increased cost or
reduction described in this Section 9.04 on a retroactive basis for a period of time that
is



31









 







more than ninety (90) days prior to the delivery of a notice to the Transferor that such
additional or increased cost or reduction has commenced accruing or been incurred.



     SECTION 9.05 Costs, Expenses, Taxes. Broken Funding Cost and Increased Costs under Note
Purchase Agreement and Program Facility. (a) The Transferor shall be obligated to pay on
demand to each Purchaser and its Agent (i) all reasonable costs and expenses in connection with the
preparation, execution and delivery of this Note Purchase Agreement, the other documents to be
delivered hereunder or in connection herewith and any requested amendments, waivers or consents or
examination or visit by such Purchaser or Agent pursuant to Section 7.01(d) including,
without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Purchasers
and the Agents, with respect thereto and with respect to advising the Purchasers and the Agents as
to its respective rights and remedies under this Note Purchase Agreement and the other documents
delivered hereunder or in connection herewith and (ii) all costs and expenses, if any, in
connection with the enforcement of this Note Purchase Agreement and the other documents delivered
hereunder or in connection herewith.



          (b) In addition, the Transferor shall be obligated to pay on demand any and all stamp and
other taxes and fees payable in connection with the execution, delivery, filing and recording of
this Note Purchase Agreement, the Class A Note or the other documents and agreements to be
delivered hereunder, and agrees to hold each Purchaser and its Agent harmless from and against any
liabilities with respect to or resulting from any delay in paying or omission to pay such taxes and
fees.



          (c) The Transferor shall be obligated to pay to any Purchaser promptly on request by its
Agent, the amount of any Broken Funding Cost or other Class A Additional Amounts and to the extent
not paid when required pursuant to Section 4.04 of the Indenture Supplement.



          (d) If a Conduit Purchaser becomes obligated to compensate any financial institution under its
commercial paper program as a result of any events or circumstances similar to those described in
Sections 9.04 or 9.05, such Conduit Purchaser shall promptly deliver to the
Transferor a certificate setting forth in reasonable detail the computation of such amounts. In
the absence of manifest error, such certificate shall be conclusive and binding for all purposes.
The Transferor shall be obligated to pay to such Conduit Purchaser, promptly after receipt of such
certificate, such additional amounts as may be necessary to reimburse such Conduit Purchaser for
any amounts so paid by such Conduit Purchaser. With respect to amounts to be paid pursuant to this
Section 9.05(c) as a result of any events or circumstances similar to those described in
Section 9.04 or 9.05, such Conduit Purchaser shall request the party to be
compensated to use its reasonable efforts to mitigate the effect upon the Transferor of any such
increased costs or capital requirements; provided, however, that such party shall
not be obligated to take any action that it determines would be disadvantageous to it or
inconsistent with its policies.



          (e) If an Accounting Based Consolidation Event shall at any time occur, or if the adoption of
any law, rule, or regulatory guideline regarding capital adequacy, or any change therein (including
the administration and interpretation thereof), has or would have the effect of reducing the rate
of return on capital of the Affected Entity, then, upon demand by an Agent, Transferor shall pay to
such Agent, for the benefit of the relevant Affected Entity, such amounts



32









 







as such Affected Entity reasonably determines will compensate or reimburse such Affected
Entity for any resulting (i) fee, expense or increased cost charged to, incurred or otherwise
suffered by such Affected Entity, (ii) reduction in the rate of return on such Affected Entity’s
capital or reduction in the amount of any sum received or receivable by such Affected Entity or
(iii) internal capital charge or other imputed cost determined by such Affected Entity, in each
case, to be allocable to Transferor or the transactions contemplated in this Note Purchase
Agreement in connection therewith; provided; however, that the amount payable with
respect to an Accounting Based Consolidation Event on the Class A Note Principal Balance held by a
Conduit Purchaser, when added to the amount otherwise payable to such Conduit Purchaser in respect
of Class A Monthly Interest, shall not exceed the amount which would be payable to the Committed
Purchaser in such Conduit Purchaser’s Purchaser Group if such Committed Purchaser were holding such
Class A Note Principal Balance. Amounts under this Section 9.05(d) may be demanded at any
time without regard to the timing of issuance of any financial statement by the Conduit Purchaser
or by any Affected Entity.



ARTICLE X




THE AGENT




     SECTION 10.01 Appointments; Delegation of Duties.



          (a) Each Agent and Purchaser hereby irrevocably designates and appoints the Administrative
Agent as the agent of such Agent and such Purchaser under this Agreement, and each such Agent and
such Purchaser irrevocably authorizes the Administrative Agent, as the agent for such Agent and
such Purchaser, to take such action on its behalf under the provisions of the Series Documents and
to exercise such powers and perform such duties thereunder as are expressly delegated to the
Administrative Agent by the terms of the Series Documents, together with such other powers as are
reasonably incidental thereto. Each Purchaser hereby irrevocably designates and appoints the Agent
for its Purchaser Group as the agent of such Purchaser under this Agreement, and each such
Purchaser irrevocably authorizes such Agent, as the agent for such Purchaser, to take such action
on its behalf under the provisions of the Series Documents and to exercise such powers and perform
such duties thereunder as are expressly delegated to such Agent by the terms of the Series
Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding
any provision to the contrary elsewhere in this Agreement, neither the Administrative Agent nor any
Agent shall have any duties or responsibilities, except those expressly set forth herein, or any
fiduciary relationship with any Purchaser, and no implied covenants, functions, responsibilities,
duties, obligations or liabilities shall be read into the Agreement or otherwise exist against the
Administrative Agent or such Agent.



          (b) The Administrative Agent and each Agent may delegate any of its duties under this Note
Purchase Agreement and each other Series Document by or through agents or attorneys-in-fact and
shall be entitled to the advice of counsel concerning all matters pertaining to such duties. The
Agent shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact
selected by it with reasonable care.



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     SECTION 10.02 Exculpatory Provisions. Neither any Agent nor any of its directors,
officers, agents or employees shall be (i) liable for any action lawfully taken or omitted to be
taken by it or them under or in connection with this Note Purchase Agreement or any other Series
Document (except for its, their or such Person’s own gross negligence or willful misconduct), or
(ii) responsible in any manner to any of the Purchasers for any recitals, statements,
representations or warranties made by any Nordstrom Party contained in this Note Purchase
Agreement, any other Series Document or any certificate, report, statement or other document
referred to or provided for in, or received under or in connection with, this Note Purchase
Agreement, or any other Series Document or for the value, validity, effectiveness, genuineness,
enforceability or sufficiency of this Note Purchase Agreement, or any other Series Document or any
other document furnished in connection herewith or therewith, or for any failure of any Nordstrom
Party to perform its obligations hereunder or thereunder, or for the satisfaction of any condition
specified in Article II or IV, or for the perfection, priority, condition, value or
sufficiency of any collateral pledged in connection herewith. No Agent shall be under any
obligation to any Purchaser to ascertain or to inquire as to the observance or performance of any
of the agreements or covenants contained in, or conditions of, this Note Purchase Agreement or any
other Series Document, or to inspect the properties, books or records of the Nordstrom Parties. No
Agent shall be deemed to have knowledge of any Pay Out Event or Potential Pay Out Event unless such
Agent has received notice from a Nordstrom Party or a Purchaser.



     SECTION 10.03 Reliance by Agents. Each Agent shall in all cases be entitled to rely,
and shall be fully protected in relying, upon any document or conversation believed by it to be
genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon
advice and statements of legal counsel (including, without limitation, counsel to the Nordstrom
Parties), independent accountants and other experts selected by such Agent. Each Agent shall in
all cases be fully justified in failing or refusing to take any action under this Note Purchase
Agreement or any other Series Document unless it shall first receive such advice or concurrence of
its related Conduit Purchaser or all of its related Purchasers, as applicable, as it deems
appropriate and it shall first be indemnified to its satisfaction by its related Purchasers;
provided, however, that unless and until such Agent shall have received such
advice, such Agent may take or refrain from taking any action, as such Agent shall deem advisable
and in the best interests of its related Purchasers. Each Agent shall in all cases be fully
protected in acting, or in refraining from acting, in accordance with a request of its related
Conduit Purchaser or all of its related Purchasers, as applicable, and such request and any action
taken or failure to act pursuant thereto shall be binding upon all its related Purchasers.



     SECTION 10.04 Non-Reliance on Agents and Other Purchasers. Each Purchaser expressly
acknowledges that neither any Agent, nor any of its officers, directors, employees, agents,
attorneys-in-fact or affiliates has made any representations or warranties to it and that no act by
any Agent hereafter taken, including, without limitation, any review of the affairs of any
Nordstrom Party, shall be deemed to constitute any representation or warranty by any Agent. Each
Purchaser represents and warrants to its related Agent that it has and will, independently and
without reliance upon any Agent or any other Purchaser and based on such documents and information
as it has deemed appropriate, made its own appraisal of and investigation into the business,
operations, property, prospects, financial and other conditions and creditworthiness of



34









 







each Nordstrom Party and made its own decision to enter into this Note Purchase Agreement, the
other Series Documents and all other documents related hereto or thereto.



     SECTION 10.05 Reimbursement and Indemnification. Each Purchaser agrees to reimburse
and indemnify its related Agent and its officers, directors, employees, representatives and agents
ratably according to their Purchaser Percentages, to the extent not paid or reimbursed by the
Nordstrom Parties (i) for any amounts for which such Agent, acting in its capacity as Agent, is
entitled to reimbursement by the Nordstrom Parties hereunder and (ii) for any other expenses
incurred by such Agent, in its capacity as Agent and acting on behalf of the Purchasers, in
connection with the administration and enforcement of this Note Purchase Agreement and the other
Series Documents.



     SECTION 10.06 Agent in its Individual Capacity. Each Agent and its Affiliates may
make loans to, accept deposits from and generally engage in any kind of business with Transferor or
any Affiliate of Transferor as though such Agent were not an Agent hereunder. With respect to the
acquisition of the Class A Note pursuant to this Note Purchase Agreement, each Agent shall have the
same rights and powers under this Note Purchase Agreement in its individual capacity as any
Purchaser and may exercise the same as though it were not an Agent, and the terms “Purchaser,” and
“Purchasers” shall include such Agent in its individual capacity.



     SECTION 10.07 Successor Agent. Each Agent may, upon five (5) days’ notice to the
Transferor and the Purchasers, and an Agent will, upon the direction of all of its related
Purchasers (other than such Agent, in its individual capacity) resign as Agent. If an Agent shall
resign, then its related Purchasers during such five-day period shall appoint from among such
Purchasers a successor Agent. If for any reason no successor Agent is appointed by such Purchasers
during such five-day period, then effective upon the termination of such five-day period, such
Purchasers shall perform all of the duties of the Agent hereunder and under the other Series
Documents and Nordstrom Parties (as applicable) shall make all payments in respect of the Class A
Note directly to the applicable Purchasers and for all purposes shall deal directly with such
Purchasers. After the effectiveness of any retiring Agent’s resignation hereunder as Agent, the
retiring Agent shall be discharged from its duties and obligations hereunder and under the other
Series Documents and the provisions of this Article X shall continue in effect for its
benefit with respect to any actions taken or omitted to be taken by it while it was an Agent under
this Note Purchase Agreement and under the other Series Documents.



ARTICLE XI




MISCELLANEOUS




     SECTION 11.01 Waivers and Amendments. No failure or delay on the part of the
Administrative Agent, any Conduit Purchaser, any Agent or any Purchaser in exercising any power,
right or remedy under this Note Purchase Agreement shall operate as a waiver thereof, nor shall any
single or partial exercise of any such power, right or remedy preclude any other further exercise
thereof or the exercise of any other power, right or remedy. The rights and remedies herein
provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any
provision of this Note Purchase Agreement may be amended if, but only if, such amendment is in
writing and signed by each of the parties hereto. Furthermore, the



35









 




Transferor shall provide to each Rating Agency (i) ten Business Days prior written notice of
any proposed amendment and (ii) a copy of the executed amendment as soon as practicable after the
execution of such amendment.




     SECTION 11.02 Notices. All notices and other communications provided for hereunder
shall, unless otherwise stated herein, be in writing (including telecopies, telegraphic, telex or
cable communication) and mailed, telecopied, telegraphed, cabled or delivered, as to each party
hereto, at its address set forth in Schedule I hereto or at such other address as shall be
designated by such party in a written notice to the other party hereto. All such notices and
communications shall, when mailed, telecopied, telegraphed or cabled, be effective when deposited
in the mails, confirmed by telephone, delivered to the telegraph company or delivered to the cable
company, respectively.



     SECTION 11.03 Binding Effect; Assignability.



          (a) This Note Purchase Agreement shall be binding upon and inure to the benefit of the
Transferor, Nordstrom fsb, the Administrative Agent, each Agent and each Purchaser party to this
Note Purchase Agreement and their respective successors and assigns (including any subsequent
holders of the Class A Note); provided, however, that the Transferor shall not have
the right to assign its rights hereunder or any interest herein (by operation of law or otherwise)
without the prior written consent of the Administrative Agent and each Agent. Each Agent agrees
that it shall not transfer a Note without the Transferor’s consent, unless such transfer (x) is to
a Committed Purchaser or Liquidity Purchaser, (y) is to a RIC or (z) occurs after the commencement
of the Early Amortization Period.



          (b) Without the consent of any other party hereto, each Purchaser party to this Note Purchase
Agreement may assign all or a portion of its rights and obligations under this Note Purchase
Agreement to any other Purchaser, to any financial or other institution, or other Person. The
parties to each such assignment shall execute and deliver an Assignment and Acceptance to the Agent
for the Purchaser Group of such assigning Purchaser, and the Agent shall promptly notify the
Transferor of such assignment. From and after the effective date of such Assignment and
Acceptance, the assigning Purchaser shall be relieved of its obligations hereunder to the extent so
assigned.



          (c) Any Purchaser may (i) in the ordinary course of its business and in accordance with
applicable law, at any time sell to one or more Persons (each, a “Participant”)
participating interests in all or a portion of its rights and obligations under this Note Purchase
Agreement or (ii) at any time pledge or grant a security interest in all or any portion of its
rights under this Note Purchase Agreement to secure obligations of such Purchaser to a Federal
Reserve Bank; provided that no such pledge or grant of a security interest shall release a
Purchaser from any of its obligations hereunder, or substitute any such pledgee or grantee for such
Purchaser as a party hereto. Notwithstanding any such sale by a Purchaser of participating
interests to a Participant, such Purchaser’s rights and obligations under this Note Purchase
Agreement shall remain unchanged, such Purchaser shall remain solely responsible for the
performance thereof, and the Transferor and the Agent for such Purchaser shall continue to deal
solely and directly with such Purchaser in connection with such Purchaser’s rights and obligations
under this Note Purchase Agreement. The Transferor also agrees that each



36









 







Participant shall be entitled to the benefits of Article IX; provided,
however, that all amounts payable by the Transferor to any such Participant shall be
limited to the amounts which would have been payable to the Purchaser selling such participating
interest had such interest not been sold.



          (d) This Note Purchase Agreement shall create and constitute the continuing obligation of the
parties hereto in accordance with its terms, and shall remain in full force and effect until such
time as all amounts payable with respect to the Class A Note shall have been paid in full.



     SECTION 11.04 Provision of Documents and Information.



          (a) Each of the Administrative Agent, the Conduit Purchasers, the Committed Purchasers and the
Agents agrees that it will keep the Nordstrom Information secure and not disclose, without the
prior consent of the Transferor, any Nordstrom Information which is furnished by the Transferor or
Nordstrom fsb to it. Each of the Administrative Agent, the Conduit Purchasers, the Committed
Purchasers and the Agents acknowledges that the Transferor has informed each Agent that part of the
reason for the foregoing obligations is to allow Nordstrom, Inc. to fulfill its obligations under
Regulation FD promulgated under the Securities Exchange Act of 1934, as amended. Notwithstanding
the foregoing, each of the Administrative Agent, each Conduit Purchaser, each Committed Purchaser
and each Agent may disclose any Nordstrom Information:



               (i) to its respective affiliates, and to directors, employees, auditors or counsel of each of
the Administrative Agent, the Conduit Purchasers, the Committed Purchasers and the Agents or its
affiliates to whom it is necessary to show the Nordstrom Information in connection with this Note
Purchase Agreement and the transactions contemplated herein, each of which shall be informed by
such party of the confidential nature of the Nordstrom Information, and, with respect to any such
auditor, each of which has entered into an agreement with such party or its affiliates under which
such auditor has agreed to maintain the confidentiality of information provided to it or its
affiliates; provided, however, that none of the Administrative Agent, any Conduit
Purchaser, any Committed Purchaser or any Agent shall disclose any Nordstrom Information that
identifies individual credit card holders or customers to counsel of such party or its affiliates;



               (ii) in any statement or testimony pursuant to a subpoena or order by any court, governmental
body or other agency asserting jurisdiction over any of the Administrative Agent, a Conduit
Purchaser, a Committed Purchaser or an Agent, or as may otherwise be required by law;
provided, however, that the Administrative Agent, such Conduit Purchaser, such
Committed Purchaser or such Agent, as applicable, shall give Nordstrom, Inc. prior notice of the
disclosure permitted by this clause (ii) unless such notice is prohibited by the subpoena,
order or law;



               (iii) upon the request or demand of any regulatory agency or authority having jurisdiction
over any of the Administrative Agent, a Conduit Purchaser, a Committed Purchaser or a Agent or its
respective affiliates;



37









 





               (iv) to any rating agency, and to any directors, employees, auditors or counsel of any of the
foregoing, each of which shall be informed by the Administrative Agent, a Conduit Purchaser, a
Committed Purchaser or an Agent, as applicable of the confidential nature of the Nordstrom
Information; provided, however, that the Administrative Agent, such Conduit
Purchaser, such Committed Purchaser or such Agent, as applicable, shall not disclose any Nordstrom
Information that identifies individual credit card holders or customers to any of the foregoing;
and



               (v) to any commercial paper dealer or provider of a surety, guaranty or credit or liquidity
enhancement to any entity organized for the purpose of purchasing, or making loans secured by,
financial assets for which an Agent acts as the administrative agent, and to any directors,
employees, auditors or counsel of any of the foregoing, each of which shall be informed by such
Agent of the confidential nature of the Nordstrom Information, and, with respect to any such
commercial paper dealer or provider of a surety, guaranty or credit or liquidity enhancement, each
of which has entered into an agreement with such Agent or its affiliates under which such entity
has agreed to maintain the confidentiality of information provided to it by such Agent or its
affiliates.



          (b) Each of the Transferor, Nordstrom Credit, Inc. and Nordstrom fsb agrees that it will keep
the Conduit Information secure and not disclose, without the prior consent of the Agent of the
related Purchaser, any Conduit Information which is furnished by such Agent to the Transferor,
Nordstrom Credit, Inc. or Nordstrom fsb. Notwithstanding the foregoing, each of the Transferor,
Nordstrom Credit, Inc. and Nordstrom fsb may disclose any Conduit Information:



               (i) to its affiliates, and to directors, employees, auditors or counsel of or its affiliates
to whom it is necessary to show the Conduit Information in connection with the transactions
contemplated under this Note Purchase Agreement, each of which shall be informed of the
confidential nature of the Conduit Information;



               (ii) in any statement or testimony pursuant to a subpoena or order by any court, governmental
body or other agency asserting jurisdiction over either of the Transferor, Nordstrom Credit, Inc.
or Nordstrom fsb, or as may otherwise be required by law; provided,  however, that
the Transferor, Nordstrom Credit, Inc. or Nordstrom fsb, as applicable, shall give the Agent of the
related Purchaser prior notice of the disclosure permitted by this clause (ii) 
unless such notice is prohibited by the subpoena, order or law; or



               (iii) upon the request or demand of any regulatory agency or authority having jurisdiction
over the Transferor, Nordstrom fsb, Nordstrom Credit, Inc. or its affiliates.



          (c) The restrictions contained in this Note Purchase Agreement shall not apply to Nordstrom
Information or Conduit Information which (i) is or becomes generally available to the public other
than as a result of a disclosure by recipient of such information or such recipient’s
representatives in breach of the provisions hereunder, (ii) becomes available to the recipient of
such information on a non-confidential basis from a source other than the disclosing party or one
of its agents or (iii) was known to the recipient of such information on a non-confidential basis
prior to its disclosure to such recipient by the disclosing party or one of its agents.



38









 





          (d) Notwithstanding anything herein to the contrary, each party hereto (and each employee,
representative, or other agent thereof) may disclose to any and all persons, without limitations of
any kind, information pertaining to the tax treatment and tax structure of the transaction and all
materials of any kind (including opinions or other tax analyses) that are provided any such party
relating to such tax treatment and tax structure. For purposes of this paragraph, the terms “tax
treatment” and “tax structure” have the meaning given to such terms under Treasury Regulation
Section 1.6011-4(c).



     SECTION 11.05 GOVERNING LAW; JURISDICTION. THIS NOTE PURCHASE AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE
TO ITS CONFLICT OF LAW PROVISIONS (EXCEPT SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).
EACH OF THE PARTIES TO THIS NOTE PURCHASE AGREEMENT HEREBY AGREES TO SUBMIT TO THE JURISDICTION OF
THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND ANY APPELLATE COURT
HAVING JURISDICTION TO REVIEW THE JUDGMENTS THEREOF. EACH OF THE PARTIES HEREBY WAIVES ANY
OBJECTION BASED ON FORUM NON CONVENIENS AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED
HEREUNDER IN ANY OF THE AFOREMENTIONED COURTS AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR
EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT.



     SECTION 11.06 No Proceedings.



          (a) Each party hereto agrees that so long as any senior indebtedness of a Conduit Purchaser
shall be outstanding or there shall not have elapsed one year plus one day since the last day on
which any senior indebtedness of such Conduit Purchaser shall have been outstanding, it shall not
file, or join in the filing of, a petition against such Conduit Purchaser or the Trust under the
Federal Bankruptcy Code, or join in the commencement of any bankruptcy, reorganization,
arrangement, insolvency, liquidation or other similar proceeding against such Conduit Purchaser or
the Trust.



          (b) Each Purchaser severally agrees that it shall not at any time file, or join in the filing
of, a petition against the Trust under the Federal Bankruptcy Code, or join in the commencement of
any bankruptcy, reorganization, arrangement, insolvency, liquidation or other similar proceeding
against the Trust.



     SECTION 11.07 Execution in Counterparts. This Note Purchase Agreement may be executed
in any number of counterparts and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which when taken together shall
constitute one and the same agreement.



     SECTION 11.08 No Recourse. The obligations of any Purchaser under this Note Purchase
Agreement, or any other agreement, instrument, document or certificate executed and delivered by or
issued by such Purchaser or any officer thereof are solely the corporate or partnership obligations
of such Purchaser. No recourse shall be had for payment of any fee or other obligation or claim
arising out of or relating to this Note Purchase Agreement or any other



39









 







agreement, instrument, document or Note executed and delivered or issued by such Purchaser or
any officer thereof in connection therewith, against any stockholder, limited partner, employee,
officer, director or incorporator of such Purchaser.



     SECTION 11.09 Limited Recourse. The obligations of the Transferor, Nordstrom Credit,
Inc. and Nordstrom fsb under this Note Purchase Agreement are solely the corporate obligations of
each of the Transferor, Nordstrom Credit, Inc. and Nordstrom fsb, respectively. No recourse shall
be had for the payment of any fee or other obligation or claim arising out of or relating to this
Note Purchase Agreement or any other agreement, instrument, document or certificate executed and
delivered or issued by the Transferor, Nordstrom fsb, Nordstrom Credit, Inc. or any officer thereof
in connection therewith, against any stockholder, employee, officer or director of the Transferor.



     SECTION 11.10 Survival. All representations, warranties, covenants, guaranties and
indemnifications contained in this Note Purchase Agreement, including, without limitation,
Article IX and Sections 11.06, 11.08, 11.09 and 11.13 and
in any document, Note or statement delivered pursuant hereto or in connection herewith shall
survive the sale, transfer or repayment of the Class A Note.



     SECTION 11.11 Tax Characterization. Each party to this Note Purchase Agreement (a)
acknowledges and agrees that it is the intent of the parties to this Note Purchase Agreement that,
for federal, state and local income and franchise tax purposes only, the Class A Note will be
treated as evidence of indebtedness secured by the Receivables and proceeds thereof and the Trust
will not be characterized as an association (or publicly traded partnership) taxable as a
corporation, (b) agrees to treat the Class A Note for federal, state and local income and franchise
tax purposes as indebtedness and (c) agrees that the provisions of this Note Purchase Agreement and
all related Series Documents shall be construed to further these intentions of the parties.



     SECTION 11.12 Limited Obligation of Transferor. Notwithstanding anything to the
contrary set forth in this Note Purchase Agreement, the obligation of the Transferor to pay any
amounts in this Note Purchase Agreement shall be limited solely to the application of amounts
available under the Series Documents.



     SECTION 11.13 Excess Funds. Notwithstanding any provisions contained in this
Agreement to the contrary, a Conduit Purchaser shall not, nor shall be obligated to, pay any amount
pursuant to this Note Purchase Agreement unless (i) such Conduit Purchaser has received funds which
may be used to make such payment and which funds are not required to repay its commercial paper
notes when due and (ii) after giving effect to such payment, either (x) such Conduit Purchaser
could issue commercial paper notes to refinance all of its outstanding commercial paper notes
(assuming such outstanding commercial paper notes matured at such time) in accordance with the
program documents governing such Conduit Purchaser’s securitization program or (y) all of such
Conduit Purchaser’s commercial paper notes are paid in full. Any amount which a Conduit Purchaser
does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as
defined in §101 of the Bankruptcy Code) against or corporate obligation of such Conduit Purchaser
for any such insufficiency unless and



40









 







until such Conduit Purchaser satisfies the provisions of clauses (i) and (ii) above. The
provisions of this Section 11.13 shall survive the termination of this Note Purchase Agreement.



41









 





          IN WITNESS WHEREOF, the parties have caused this Note Purchase Agreement to be executed by
their respective officers thereunto duly authorized, as of the date first above written.



	 	 	 	 	 
	 	NORDSTROM CREDIT CARD

RECEIVABLES II LLC,

as Transferor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	NORDSTROM FSB,

as Servicer

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	NORDSTROM CREDIT, INC.,

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	JPMORGAN CHASE BANK, N.A.,

as Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



 Signature Page to Nordstrom 2007-A Note Purchase Agreement

 









 





	 	 	 	 	 
	 	JPMorgan Chase Purchaser Group:


JPMORGAN CHASE BANK, N.A.,

as Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	FALCON ASSET SECURITIZATION COMPANY LLC,

as Conduit Purchaser

 	 
	 	By: JPMORGAN CHASE BANK, N.A.,
 
as its attorney-in-fact 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A.,

as a Committed Purchaser


Purchaser Percentage: 331/3%

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  



  Signature Page to Nordstrom 2007-A Note Purchase Agreement


 










 





	 	 	 	 	 
	 	
RBS Purchaser Group:


THE ROYAL BANK OF SCOTLAND PLC,
as Agent



By: RBS SECURITIES INC., as agent	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	AMSTERDAM FUNDING CORPORATION,

as Conduit Purchaser

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	THE ROYAL BANK OF SCOTLAND PLC,

as Committed Purchaser


Purchaser Percentage: 331/3%

 	 
	 	By:  RBS SECURITIES INC., as agent
 	 
	 	 	 	 
	 	 	 	 
	 




	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  



  Signature Page to Nordstrom 2007-A Note Purchase Agreement


 










 





	 	 	 	 	 
	 	BofA Purchaser Group:


BANK OF AMERICA, N.A.,

as Agent
 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	ENTERPRISE FUNDING COMPANY LLC,

as Conduit Purchaser

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	BANK OF AMERICA, N.A.,

as Committed Purchaser


Purchaser Percentage: 331/3%

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




  Signature Page to Nordstrom 2007-A Note Purchase Agreement


 









 








SCHEDULE I




Addresses for Notices




If to:




	 	 	 
	Transferor:

	 	Nordstrom Credit Card Receivables LLC
	 

	 	13531 E. Caley Avenue
	 

	 	Centennial, Colorado 80111
	 

	 	Attention: Legal Department
	 

	 	Facsimile No.: (303) 397-4767
	 
	 	 
	Servicer:

	 	Nordstrom fsb
	 

	 	13531 E. Caley Avenue
	 

	 	Centennial, Colorado 80111
	 

	 	Attention: Legal Department
	 

	 	Facsimile No.: (303) 397-4700
	 
	 	 
	Nordstrom
Credit, Inc.

	 	13531 E. Caley Avenue
	 

	 	Centennial, Colorado 80111
	 

	 	Attention: Legal Department
	 

	 	Facsimile No.: (303) 397-4700
	 
	 	 
	Administrative
Agent:

	 	JPMorgan Chase Bank, N.A.
	 

	 	10 S. Dearborn
	 

	 	Mail Code IL 1-0612
	 

	 	Chicago, Illinois 60603
	 

	 	Attention: Asset Backed Securities
	 

	 	Facsimile No.: (312) 732-3600
















 






	 	 	 
	JPMorgan Chase
Purchaser Group
Agent:

	 	JPMorgan Chase Bank, N.A.
	 

	 	10 S. Dearborn
	 

	 	Mail Code IL 1-0612
	 

	 	Chicago, Illinois 60603
	 

	 	Attention: Asset Backed Securities
	 

	 	Facsimile No.: (312) 732-3600
	 
	 	 
	JPMorgan Chase
Purchaser Group
Conduit
Purchaser:

	 	
Falcon Asset Securitization Company LLC
	 

	 	JPMorgan Chase Bank, N.A.
	 

	 	10 S. Dearborn
	 

	 	Mail Code IL 1-0612
	 

	 	Chicago, Illinois 60603
	 

	 	Attention: Asset Backed Securities
	 

	 	Facsimile No.: (312) 732-3600
	 
	 	 
	JPMorgan Chase
Purchaser Group
Committed
Purchaser:

	 	
JPMorgan Chase Bank, N.A.
	 

	 	10 S. Dearborn
	 

	 	Mail Code IL 1-0612
	 

	 	Chicago, Illinois 60603
	 

	 	Attention: Asset Backed Securities
	 

	 	Facsimile No.: (312) 732-3600
















 






	 	 	 
	RBS
Purchaser Group
Agent:

	 	The Royal Bank of Scotland plc
	 

	 	Structured Finance, Asset
Securitization
	 

	 	540 West Madison Street
	 

	 	Chicago, Illinois 60661
	 

	 	Attention: Adnan Bhanpuri
	 

	 	Telephone: (312) 338-5418
	 

	 	Telecopy: (312) 992-1527
	 
	 	 
	RBS
Purchaser Group
Conduit
Purchaser:

	 	
Amsterdam Funding Corporation
	 

	 	c/o Global Securitization Services, LLC
	 

	 	114 West 47th Street, Suite 1715
	 

	 	New York, New York 10036
	 

	 	Attention: Andrew Stidd
	 

	 	Telephone: (212) 302-8330
	 

	 	Telecopy: (212) 302-8767
	 
	 	 
	 

	 	with a copy to:
	 
	 	 
	 

	 	The Royal Bank of Scotland plc
	 

	 	Structured Finance, Asset
Securitization
	 

	 	540 West Madison Street
	 

	 	Chicago, Illinois 60661
	 

	 	Attention: Amsterdam-Administrator
	 

	 	Telephone: (312) 904-6263
	 

	 	Telecopy: (312) 992-1527
	 
	 	 
	RBS
Purchaser Group
Committed
Purchaser:

	 	
The Royal Bank of Scotland plc
	 

	 	Structured Finance, Asset
Securitization
	 

	 	540 West Madison Street
	 

	 	Chicago, Illinois 60661
	 

	 	Attention: Adnan Bhanpuri
	 

	 	Telephone: (312) 338-5418
	 

	 	Telecopy: (312) 992-1527
















 






	 	 	 
	BofA
Purchaser Group
Agent:

	 	Bank of America, N.A.
	 

	 	214 North Tryon Street, 21st Floor
	 

	 	NC1-027-21-01
	 

	 	Charlotte, North Carolina 28255
	 

	 	Attention: ABCP Conduit Group
	 

	 	Telephone: (980) 386-7922
	 

	 	Facsimile: (704) 388-9169
	 
	 	 
	BofA
Purchaser Group
Conduit
Purchaser:

	 	
Enterprise Funding Company LLC
	 

	 	c/o Global Securitization Services, LLC
	 

	 	68 South Service Road, Suite 120
	 

	 	Melville, New York 11747
	 

	 	Telephone: (631) 587-4700
	 

	 	Facsimile: (212) 302-8767
	 
	 	 
	BofA
Purchaser Group
Committed
Purchaser:

	 	
Bank of America, N.A.
	 

	 	214 North Tryon Street, 21st Floor
	 

	 	NC1-027-21-01
	 

	 	Charlotte, North Carolina 28255
	 

	 	Attention: ABCP Conduit Group
	 

	 	Telephone: (980) 386-7922
	 

	 	Facsimile: (704) 388-9169

















 








SCHEDULE II




Purchaser Groups as of the Closing Date




BofA Purchaser Group:




	 	 	 
	Agent
	 	Bank of America, N.A.
	 	 	 
	Conduit Purchaser
	 	Enterprise Funding Company LLC
	 	 	 
	Committed Purchaser
	 	Bank of America, N.A.






JPMorgan Chase Purchaser Group:




	 	 	 
	Agent
	 	JPMorgan Chase Bank, N.A.
	 	 	 
	Conduit Purchaser
	 	Falcon Asset Securitization Company LLC
	 	 	 
	Committed Purchaser
	 	JPMorgan Chase Bank, N.A.






RBS Purchaser Group:




	 	 	 
	Agent
	 	The Royal Bank of Scotland plc
	 	 	 
	Conduit Purchaser
	 	Amsterdam Funding Corporation
	 	 	 
	Committed Purchaser
	 	The Royal Bank of Scotland plc