exv4w1






EXHIBIT 4.1



 




NORDSTROM CREDIT CARD MASTER NOTE TRUST II,



as Issuer,




and




WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Indenture Trustee




AMENDED AND RESTATED SERIES 2007-A INDENTURE SUPPLEMENT

Dated as of November 13, 2009




 





 









 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	ARTICLE ONE

	 
	 	 	 	 
	DEFINITIONS

	 
	 	 	 	 
	Section 1.01. Definitions
	 	 	1	 
	Section 1.02. Other Definitional Provisions
	 	 	12	 
	 
	 	 	 	 
	ARTICLE TWO

	 
	 	 	 	 
	CREATION OF THE SERIES 2007-A NOTES

	 
	 	 	 	 
	Section 2.01. Designation
	 	 	14	 
	Section 2.02. Private Placement of Series 2007-A Notes; Form of Delivery of Series 2007-A Notes
	 	 	14	 
	 
	 	 	 	 
	ARTICLE THREE

	 
	 	 	 	 
	SERVICING FEE

	 
	 	 	 	 
	Section 3.01. Servicing Compensation
	 	 	15	 
	 
	 	 	 	 
	ARTICLE FOUR

	 
	 	 	 	 
	RIGHTS OF SERIES 2007-A NOTEHOLDERS AND ALLOCATION AND APPLICATION OF COLLECTIONS

	 
	 	 	 	 
	Section 4.01. Collections and Allocations
	 	 	16	 
	Section 4.02. Determination of Monthly Interest
	 	 	18	 
	Section 4.03. Suspension of the Revolving Period; Partial Amortization Period
	 	 	18	 
	Section 4.04. Application of Available Finance Charge Collections and Available
Principal Collections
	 	 	19	 
	Section 4.05. Investor Charge-Offs
	 	 	21	 
	Section 4.06. Reallocated Principal Collections
	 	 	21	 
	Section 4.07. Excess Finance Charge Collections
	 	 	21	 
	Section 4.08. Shared Principal Collections
	 	 	22	 
	Section 4.09. Principal Balance Increases
	 	 	22	 
	 
	 	 	 	 
	ARTICLE FIVE

	 
	 	 	 	 
	DELIVERY OF SERIES 2007-A NOTES; DISTRIBUTIONS; REPORTS TO SERIES 2007-A NOTEHOLDERS

	 
	 	 	 	 
	Section 5.01. Delivery and Payment for the Series 2007-A Notes
	 	 	24	 
	Section 5.02. Distributions
	 	 	24	 
	Section 5.03. Reports and Statements to Series 2007-A Noteholders
	 	 	24	 
	 
	 	 	 	 
	 i






 









 






	 	 	 	 	 
	 	 	Page
	ARTICLE SIX

	 
	 	 	 	 
	SERIES 2007-A PAY OUT EVENTS

	 
	 	 	 	 
	Section 6.01. Series 2007-A Pay Out Events
	 	 	26	 
	 
	 	 	 	 
	ARTICLE SEVEN

	 
	 	 	 	 
	REDEMPTION OF SERIES 2007-A NOTES; FINAL DISTRIBUTIONS; SERIES TERMINATION

	 
	 	 	 	 
	Section 7.01. Optional Redemption of Series 2007-A Notes; Final Distributions
	 	 	28	 
	Section 7.02. Redemption of Series 2007-A Notes
	 	 	28	 
	Section 7.03. Series Termination
	 	 	29	 
	 
	 	 	 	 
	ARTICLE EIGHT

	 
	 	 	 	 
	MISCELLANEOUS PROVISIONS

	 
	 	 	 	 
	Section 8.01. Ratification of Indenture
	 	 	30	 
	Section 8.02. Counterparts
	 	 	30	 
	Section 8.03. Governing Law
	 	 	30	 
	Section 8.04. Limitation of Liability
	 	 	30	 
	Section 8.05. Successors and Assigns
	 	 	30	 
	Section 8.06. Amendments
	 	 	30	 
	Section 8.07. Tax Matters
	 	 	30	 
	 
	 	 	 	 
	EXHIBITS

	 
	 	 	 	 
	Exhibit A-1 - Form of Class A Note 
	 	 	A-1	 
	Exhibit A-2 - Form of Class B Note 
	 	 	A-2	 
	Exhibit B — Form of Monthly Servicer Report 
	 	 	B-1	 
	Exhibit C — Form of Investment Letter 
	 	 	C-1	 
	Exhibit D — Form of Principal Balance Increase Request 
	 	 	D-1	 
	Exhibit E — Form of Principal Balance Increase Confirmation 
	 	 	E-1	 
	 
	 	 	 	 
	 ii






 









 





     This Amended and Restated Series 2007-A Indenture Supplement, dated as of November 13, 2009
(this “Indenture Supplement”), is between Nordstrom Credit Card Master Note Trust II, a statutory
trust organized and existing under the laws of the State of Delaware (the “Issuer” or the “Trust”),
and Wells Fargo Bank, National Association (“Wells Fargo”), a national banking association, not in
its individual capacity, but solely as trustee (“Indenture Trustee”), under the Amended and
Restated Master Indenture, dated as of May 1, 2007 (the “Master Indenture”), between the Issuer and
the Indenture Trustee.



RECITALS




     WHEREAS, the Issuer and the Indenture Trustee entered into the Series 2007-A Indenture
Supplement dated as of May 2, 2007 (the “Original Indenture Supplement”); Amendment No. 1 thereto
on May 19, 2008; Amendment No. 2 thereto on November 6, 2008; and Amendment No. 3 thereto on
January 30, 2009; and



     WHEREAS, the Issuer and the Indenture Trustee wish to amend and restate the Original Indenture
Supplement as more particularly set forth herein,



     NOW THEREFORE, in consideration of the mutual agreements herein contained, and of other good
and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties
hereto agree as follows:



ARTICLE ONE

DEFINITIONS




     Section 1.01. Definitions. Whenever used in this Indenture Supplement, the following
words and phrases shall have the following meanings:



     “Additional Interest” means, with respect to any Distribution Date, Class A Additional
Interest and Class B Additional Interest for such Distribution Date.



     “Administrative Agent” means JPMorgan Chase Bank, N.A.



     “Agent” means the Class A Agent or the Class B Agent, as applicable, and “Agents”
means the Class A Agent and the Class B Agent.



     “Amortization Period” means, with respect to Series 2007-A, the Scheduled Amortization
Period, the Early Amortization Period or any Partial Amortization Period, as the case may be.



     “Available Finance Charge Collections” means, with respect to any Monthly Period and
the related Distribution Date, an amount equal to the sum of any (i) Investor Finance Charge
Collections and (ii) Excess Finance Charge Collections, in each case allocated to Series 2007-A
with respect to the related Distribution Date.



     “Available Principal Collections” means, with respect to any Monthly Period and the
related Distribution Date, an amount equal to the excess of (i) the sum of (a) the Investor
Principal Collections, (b) any Shared Principal Collections that are allocated to Series 2007-A in
accordance with Section 8.05 of the Master Indenture and Section 4.08 hereof and (c) the



 









 







aggregate amount to be treated as Available Principal Collections pursuant to
Sections 4.04(a)(iii) and (iv) for the related Distribution Date over (ii) the amount of
Reallocated Principal Collections which pursuant to Section 4.06 are required to be applied on the
related Distribution Date.



     “Base Rate” means, with respect to any Monthly Period, the sum of the (i) Servicing
Fee Rate and (ii) weighted average of the Class A Note Rate and the Class B Note Rate.



     “Capital Stock” means any and all shares, interests, participations or other
equivalents (however designated) of capital stock of a corporation, any and all equivalent
ownership interests in a Person (other than a corporation) and any and all warrants, rights or
options to purchase any of the foregoing.



     “Change of Control” means either (i) the direct or indirect disposition of
substantially all the assets of Nordstrom Credit, Inc. or Nordstrom FSB, as applicable (whether by
sale, lease, transfer, conveyance or other disposition, in one or a series of related transactions
to any person (as such term is used in Section 13(d)(3) of the Exchange Act)), to any entity that
is not 100% owned directly or indirectly by Nordstrom Inc. or (ii) Nordstrom, Inc. shall cease to
own, directly or indirectly, 100% of the outstanding Capital Stock of Nordstrom fsb or Nordstrom
Credit, Inc.



     “Class” means the Class A Notes or the Class B Notes, as the case may be.



     “Class A Additional Interest” means, with respect to any Distribution Date, an amount
equal to the product of (i) a fraction, the numerator of which is the actual number of days in the
related Due Period, and the denominator of which is 360, (ii) the Class A Note Rate in effect with
respect to such Due Period plus 2% per annum and (iii) the Class A Interest Shortfall for the
preceding Distribution Date, if any. Notwithstanding anything to the contrary herein, Class A
Additional Interest shall be payable or distributed to the Class A Noteholders only to the extent
permitted by applicable law.



     “Class A Agent” means the Person or Persons from time to time acting as an Agent for
Class A Noteholders under the Note Purchase Agreement.



     “Class A Interest Shortfall” means, with respect to any Distribution Date, the excess,
if any, as determined by the Servicer, of (i) the amount described in Section 4.04(a)(ii), over
(ii) the sum of (a) the aggregate amount of Available Finance Charge Collections allocated and paid
for such amounts on such Distribution Date and (b) the Class A Reallocated Principal Amount applied
to fund a deficiency in the amount distributed pursuant to Section 4.04(a)(ii) on such Distribution
Date.



     “Class A Note” means any one of the Series 2007-A Asset Backed Variable Funding Notes,
Class A executed by the Issuer and authenticated by or on behalf of the Indenture Trustee,
substantially in the form of Exhibit A-1.



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



2









 





     “Class A Note Maximum Principal Balance” has the meaning set forth in the Note
Purchase Agreement.



     “Class A Note Rate” has the meaning set forth in the Note Purchase Agreement.



     “Class A Note Principal Balance” means, on any date of determination, an amount equal
to (i) the Class A Note Initial Principal Balance, plus (ii) the aggregate amount of Principal
Balance Increases allocated to the Class A Notes in accordance with Section 4.09(b) on or prior to
such date minus (iii) the aggregate amount of principal payments made to the Class A Noteholders on
or prior to such date.



     “Class A Noteholder” means the Person in whose name a Class A Note is registered in
the Note Register.



     “Class A Reallocated Principal Amount” means, with respect to a Distribution Date, the
lesser of (i) the excess of the amounts described in Sections 4.04(a)(i) and (ii) over the amount
actually distributed pursuant to such Sections and (ii) the greater of (a) the Class B Note
Principal Balance for such Distribution Date minus the amount of unreimbursed Investor Charge-Offs
(after giving effect to Investor Charge-Offs for the related Monthly Period) and unreimbursed
Reallocated Principal Collections (as of the preceding Distribution Date) and (b) zero.



     “Class B Additional Interest” means, with respect to any Distribution Date, an amount
equal to the product of (i) a fraction, the numerator of which is the actual number of days in the
related Interest Period, and the denominator of which is 360, (ii) the Class B Note Rate plus 2%
per annum, and (iii) the Class B Interest Shortfall for the preceding Distribution Date, if any.
Notwithstanding anything to the contrary herein, Class B Additional Interest shall be payable or
distributed to the Class B Noteholders only to the extent permitted by applicable law.



     “Class B Agent” means the Transferor.



     “Class B Interest Shortfall” means, with respect to any Distribution Date, the excess,
if any, as determined by the Servicer, of (i) the amount described in Section 4.04(a)(vii), over
(ii) the sum of (a) the aggregate amount of Available Finance Charge Collections allocated and paid
for such amounts on such Distribution Date and (b) the Reallocated Principal Amount applied to fund
a deficiency in the amount distributed pursuant to Section 4.04(a)(vii) on such Distribution Date.



     “Class B Monthly Interest” means the amount of monthly interest distributable from the
Collection Account with respect to the Class B Notes on any Distribution Date and which shall be an
amount equal to the product of (i) a fraction, the numerator of which is 30, or in the case of the
first Interest Period, the actual number of days in such Interest Period, and the denominator of
which is 360, (ii) the Class B Note Rate and (iii) the Class B Note Principal Balance as of the
close of business of the last day of the preceding Monthly Period (or, with respect to the initial
Distribution Date, the Class B Note Initial Principal Balance).



3









 





     “Class B Note” means any one of the Series 2007-A Asset Backed Variable Funding Notes,
Class B executed by the Issuer and authenticated by or on behalf of the Indenture Trustee,
substantially in the form of Exhibit A-2.



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



     “Class B Note Maximum Principal Balance” means an amount equal to the product of the
(i) Required Subordination Percentage and (ii) the Maximum Principal Balance, which shall initially
be $97,403,629.61.



     “Class B Note Principal Balance” means, on any date of determination, an amount equal
to (i) the Class B Note Initial Principal Balance, plus (ii) the aggregate amount of Principal
Balance Increases allocated to the Class B Note in accordance with Section 4.09(b) made on or prior
to such date, minus (iii) the aggregate amount of principal payments made to the Class B
Noteholders on or prior to such date.



     “Class B Note Rate” means 0%.



     “Class B Noteholder” means the Person in whose name a Class B Note is registered in
the Note Register.



     “Class B Succession Date” means the later to occur of the (i) Scheduled Amortization
Date and (ii) date as of which the Class A Note Principal Balance has been permanently reduced to
zero.



     “Defaulted Amount” means, with respect to a Distribution Date, the total amount of
Defaulted Receivables for the related Monthly Period.



     “Determination Date” means, with respect to a Distribution Date, the second Business
Day preceding such Distribution Date.



     “Dilution Amount” means the amount of the required reduction in the amount of
Principal Receivables used in the calculation of the Transferor Interest described in the first two
sentences of Section 3.09 of the Transfer and Servicing Agreement.



     “Distribution Date” means the 15th day of each calendar month or, if any such date
shall not be a Business Day, the next succeeding Business Day, commencing January 15, 2010.



     “Early Amortization Period” means the period commencing on the Business Day on which a
Series 2007-A Pay Out Event is deemed to have occurred, and ending on the earlier to occur of
(i) the date on which the Note Principal Balance has been paid in full and (ii) the Series 2007-A
Final Maturity Date.



     “Finance Charge Shortfall” means, with respect to any Distribution Date and the
related Monthly Period, an amount equal to the excess, if any, of (i) the full amount required to
be paid, without duplication, pursuant to Sections 4.04(a)(i) through (viii) on such Distribution
Date over (ii) the Investor Finance Charge Collections.



4









 





     “Fixed Investor Percentage” means, with respect to any day during a Monthly Period,
the percentage equivalent (which percentage shall never exceed 100%) of a fraction, (i) the
numerator of which is the Invested Amount as of the close of business on the last day of the
Revolving Period and (ii) the denominator of which is equal to the greater of (a) the total amount
of Principal Receivables in the Trust as of the close of business on the last day of the prior
Monthly Period and (b) the sum of the numerators used to calculate the investor percentages for
allocations with respect to Principal Receivables for all Series outstanding as of the date as to
which such determination is being made; provided, however, that if, after the commencement of the
Early Amortization Period, a Pay Out Event occurs with respect to another Series that was
designated in the Indenture Supplement for such Series as a Series that is a “Paired Series” with
respect to Series 2007-A, the Transferor may, by written notice delivered to the Indenture Trustee
and the Servicer, designate a different numerator for the foregoing fraction, provided that
(i) such numerator is not less than the Invested Amount as of the last day of the revolving period
for such Paired Series, (ii) such action shall be taken only upon satisfaction of the Rating Agency
Condition, if any, and (iii) the Transferor shall have delivered to the Indenture Trustee an
Officer’s Certificate to the effect that, based on the facts known to such officer at that time, in
the reasonable belief of the Transferor, such designation will not cause a Pay Out Event or an
event that, after the giving of notice or the lapse of time, would constitute a Pay Out Event, to
occur with respect to Series 2007-A.



     “Floating Investor Percentage” means, with respect to any day during a Monthly Period,
the percentage equivalent (which percentage shall never exceed 100%) of a fraction, (i) the
numerator of which is equal to the weighted daily average Invested Amount for the preceding Monthly
Period (or, with respect to the first Monthly Period, the Initial Invested Amount) and (ii) the
denominator of which is the greater of (a) the total amount of Principal Receivables in the Trust
as of the close of business on the last day of the prior Monthly Period (or, with respect to
allocations of Uncovered Dilution Amounts, zero) and (b) the sum of the numerators used to
calculate the investor percentages for allocations with respect to Finance Charge Receivables,
Defaulted Amounts, Uncovered Dilution Amounts or Principal Receivables, as applicable, for all
Series outstanding as of the date as to which such determination is being made.



     “Governmental Authority” means any nation or government, any state or other political
subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or
administrative functions of or pertaining to government.



     “Group One” means Series 2007-A and each other Series specified in the related
Indenture Supplement for such Series to be included in Group One.



     “Increase Amount” means the amount of the desired Principal Balance Increase specified
in a Principal Balance Increase Request.



     “Increase Conditions” means, with respect to any requested Principal Balance Increase
on any Increase Date, all of the following:




     (a) such request shall have been delivered to the Indenture Trustee, each Agent and the
Servicer by the time, and shall otherwise conform to the requirements, specified in
Section 4.09(a);



5









 






     (b) after giving effect to such Principal Balance Increase, (i) the Class A Note
Principal Balance shall not exceed the Class A Note Maximum Principal Balance and (ii) the
Class B Note Principal Balance shall not exceed the Class B Note Maximum Principal Balance;




     (c) no Pay Out Event or event that, after the giving of notice or the lapse of time,
would constitute a Pay Out Event, has occurred and is continuing or would result from such
Principal Balance Increase;




     (d) the Scheduled Amortization Period shall not have commenced as of the related
Increase Date;




     (e) all of the representations and warranties of the Transferor and the Servicer set
forth in the Series Documents and the Note Purchase Agreement, and all of the
representations and warranties of the Transferor and the Owner Trustee under the Trust
Agreement, shall be true and correct as though made on and as of the related Increase Date
(except that representations and warranties set forth in Sections 2.04(a)(ii), (vi), (vii)
and (viii) of the Transfer and Servicing Agreement shall be deemed to be made only as of the
applicable date specified in such Sections);




     (f) after giving effect to such Principal Balance Increase, (i) the Transferor Interest
shall be equal to or greater than the Required Transferor Interest on the related Increase
Date and (ii) the Subordination Percentage shall be equal to or greater than the Required
Subordination Percentage;




     (g) after giving effect to such Principal Balance Increase, the total amount of
Principal Receivables, including the then outstanding principal amount of any Participation
Interests conveyed to the Trust on or prior to the related Increase Date, shall be equal to
or greater than the Required Minimum Principal Balance on such Increase Date;




     (h) the Transferor and the Servicer shall be in compliance in all material respects
with their respective covenants contained in the Series Documents;




     (i) the Agent shall have received copies of all settlement statements and all reports
required to be delivered by the Servicer to the Indenture Trustee pursuant to Section 3.04
of the Transfer and Servicing Agreement and Section 5.03 of the Indenture Supplement; and




     (j) so long as the Issuer’s Series 2007-2 Notes are Outstanding, the Series 2007-2
Portfolio Adjusted Yield minus 0.83% for any three consecutive Monthly Periods shall not
have fallen below 1% at any time.



     “Increase Date” means a Business Day during the Revolving Period, on which any
Principal Balance Increase, as specified in a Principal Balance Increase Request, is to occur.



     “Indenture” means the Master Indenture, as supplemented by this Indenture Supplement.



6









 





     “Indenture Supplement” means this Series 2007-A Indenture Supplement, dated as of
November 13, 2009, between the Trust, as issuer, and the Indenture Trustee.



     “Indenture Trustee” means Wells Fargo Bank, National Association, as trustee under the
Indenture.



     “Initial Invested Amount” and “Initial Principal Balance” means $0.



     “Interest Period” means, with respect to any Distribution Date, the period from and
including the preceding Distribution Date (or, in the case of the first Distribution Date, from and
including the Closing Date) to but excluding the current Distribution Date.



     “Invested Amount” means, as of any date of determination, an amount equal to the
excess of (i) the sum of (a) the Initial Principal Balance of the Series 2007-A Notes and (b) the
aggregate principal amount of any Principal Balance Increases pursuant to Section 4.09 on or prior
to such date over (ii) the sum of (a) the amount of principal previously paid to the Series 2007-A
Noteholders and (b) the excess, if any, of the aggregate amount of Investor Charge-Offs and
Reallocated Principal Collections over the reimbursements of such amounts pursuant to
Section 4.04(a)(iv) prior to such date.



     “Investment Letter” means an Investment Letter substantially in the form of Exhibit C
executed by each Series 2007-A Noteholder.



     “Investor Charge-Offs” has the meaning specified in Section 4.05.



     “Investor Default Amount” means, with respect to any Distribution Date, an amount
equal to the product of (i) the Defaulted Amount for the related Monthly Period and (ii) the
Floating Investor Percentage.



     “Investor Finance Charge Collections” means, with respect to any Monthly Period, an
amount equal to the Investor Percentage for such Monthly Period of Collections of Finance Charge
Receivables (including Recoveries and Interchange treated as Collections of Finance Charge
Receivables) deposited in the Collection Account for such Monthly Period which are to be treated as
Investor Finance Charge Collections pursuant to Section 4.01(c).



     “Investor Percentage” means, for any Monthly Period, with respect to (i) Finance
Charge Receivables, Defaulted Amounts and Uncovered Dilution Amounts at any time and Principal
Receivables during the Revolving Period, the Floating Investor Percentage for such Monthly Period
and (ii) Principal Receivables during an Amortization Period, the Fixed Investor Percentage for
such Monthly Period.



     “Investor Principal Collections” means, with respect to any Monthly Period, the
aggregate amount retained in the Collection Account for Series 2007-A pursuant to
Section 4.01(c)(ii) for such Monthly Period.



     “Investor Uncovered Dilution Amount” means, with respect to any Monthly Period, an
amount equal to the product of the weighted average Floating Investor Percentage for such Monthly
Period and the Uncovered Dilution Amount.



7









 





     “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.



     “Maximum Principal Balance” means the Class A Note Maximum Principal Balance plus the
Class B Note Maximum Principal Balance.



     “Monthly Interest” means, with respect to any Distribution Date, the sum of the
(i) Class A Monthly Interest and (ii) Class B Monthly Interest, in each case, as of such
Distribution Date.



     “Monthly Period” means, with respect to each Distribution Date, the period from and
including the first day of the preceding calendar month to and including the last day of such
calendar month; provided, however, that the initial Monthly Period will commence on the Closing
Date and end on the last day of the calendar month preceding the first Distribution Date; provided,
further, however, that for the purposes of calculating Portfolio Yield for the month of November
2009, the Monthly Period will be the period from and including November 1, 2009 to and including
November 30, 2009.



     “Monthly Principal Reallocation Amount” means, with respect to any Monthly Period, an
amount equal to the Class A Reallocated Principal Amount for such Monthly Period.



     “Monthly Servicer Report” means, with respect to each Distribution Date, the report,
in substantially the form of Exhibit B, to be provided by the Servicer to the Agents, the Owner
Trustee and the Indenture Trustee setting forth certain information relating to the Trust and the
Series 2007-A Notes.



     “Monthly Servicing Fee” means, with respect to any Distribution Date, an amount equal
to one-twelfth of the product of (i) the Servicing Fee Rate and (ii) (a) the Invested Amount as of
the last day of the Monthly Period preceding such Distribution Date minus (b) the product of the
amount, if any, on deposit in the Special Funding Account as of the last day of such Monthly Period
and the Floating Investor Percentage with respect to such Monthly Period.



     “Note Assignment” has the meaning specified in Section 8.07(d).



     “Note Principal Balance” means, on any date of determination, an amount equal to the
sum of the (i) Class A Note Principal Balance and (ii) Class B Note Principal Balance, in each
case, as of such date.



     “Note Purchase Agreement” means the Note Purchase Agreement, dated as of November 13,
2009, among the Transferor, the Servicer, the Conduit Purchasers, the Class A Agents and the
Committed Purchasers, as the same may be amended, restated, supplemented or otherwise modified from
time to time.



     “Optional Redemption Date” has the meaning specified in Section 4.03(b).



     “Optional Redemption Notice” has the meaning specified in Section 4.03(b).



8









 





     “Partial Amortization Amount” has the meaning specified in Section 4.03(a).



     “Partial Amortization Period” means, unless the Scheduled Amortization Period or the
Early Amortization Period shall have commenced prior thereto, a period beginning on the first day
of the Monthly Period specified in the notice delivered by the Issuer in accordance with
Section 4.03, and ending upon the earlier to occur of (i) the commencement of the Scheduled
Amortization Period or the Early Amortization Period and (ii) the last day of the Monthly Period
related to the Distribution Date on which the applicable Partial Amortization Amount shall have
been paid in full.



     “Partial Participant” has the meaning specified in Section 8.07(f) and
“Participant” has the meaning specified in Section 8.07(f).



     “Percentage Allocation” has the meaning specified in Section 4.01(c)(ii)(B).



     “Person” means an individual, partnership, limited liability company, corporation,
trust (including any beneficiary thereof), estate, joint stock company, unincorporated association,
joint venture, Governmental Authority or other entity of whatever nature.



     “Portfolio Adjusted Yield” means, with respect to any Monthly Period, the Portfolio
Yield with respect to such Monthly Period minus the Base Rate with respect to such Monthly Period.



     “Portfolio Yield” means, with respect to any Monthly Period, the annualized percentage
equivalent of a fraction, (i) the numerator of which is equal to the Investor Finance Charge
Collections with respect to such Monthly Period, which amount shall be calculated on a cash basis
after subtracting the Investor Default Amount and the Investor Uncovered Dilution Amount for such
Monthly Period, and (ii) the denominator of which is the average Note Principal Balance of such
Monthly Period; provided, however, that Excess Finance Charge Collections that are allocated to
Series 2007-A with respect to such Monthly Period may be added to the numerator if the Transferor
shall have provided ten Business Days prior written notice of such action to each Class A Agent and
the Rating Agency Condition shall have been satisfied.



     “Principal Balance Increase” means an increase in Note Principal Balance pursuant to a
request that can be made, from time to time, during the Revolving Period by the Transferor.



     “Principal Balance Increase Confirmation” means, with respect to a Principal Balance
Increase, an increase confirmation to be delivered to the Indenture Trustee, substantially in the
form attached hereto as Exhibit E.



     “Principal Balance Increase Request” means an irrevocable notice from the Transferor
to the Indenture Trustee, the Servicer and the Agents, substantially in the form attached hereto as
Exhibit D.



     “Rating Agency Condition” means each of (i) 15 Business Days advance written notice to
each Rating Agency; and (ii) the consent of each Class A Agent, which shall not be unreasonably
withheld, and provided that the consent of each Class A Agent shall not be



9









 







required in connection with the issuance of any new Series that includes a Class of Notes
rated at least investment grade by a Rating Agency or which is structured to an investment grade
rating.  



     “Reallocated Principal Collections” means, with respect to any Distribution Date,
Investor Principal Collections applied in accordance with Section 4.06 in an amount not to exceed
the Monthly Principal Reallocation Amount for the related Monthly Period.



     “Reassignment Amount” means, with respect to any Distribution Date, after giving
effect to any deposits and distributions otherwise to be made on such Distribution Date, the sum of
(i) the Note Principal Balance (or the applicable portion thereof in the case of any partial
redemption pursuant to Section 4.03(b)), (ii) Monthly Interest and any Monthly Interest previously
due but not distributed to the Series 2007-A Noteholders (or the applicable portion thereof in the
case of any partial redemption pursuant to Section 4.03(b)), (iii) the amount of Additional
Interest, if any, and any Additional Interest previously due but not distributed to the Series
2007-A Noteholders on a prior Distribution Date (or the applicable portion thereof in the case of
any partial redemption pursuant to Section 4.03(b)) and (iv) any other amounts due and unpaid on
such Distribution Date under the Note Purchase Agreement, including Broken Funding Costs (if any).



     “Redemption Date” means the date specified by the Servicer pursuant to Section
7.01(b).



     “Required Subordination Percentage” means 24.51%.



     “Requisite Agent” means each Class A Agent at all times prior to the Class B
Succession Date, and thereafter, the Class B Agent.



     “Reset Date” means (i) the last day of each calendar month, (ii) each Removal Date,
(iii) each date on which the Trust issues a new Series of Notes or Class of Notes relating to a
multiple issuance Series, (iv) each date on which there is an increase in the invested amount with
respect to any Series of Notes issued by the Trust, (v) each Addition Date, (vi) each Optional
Redemption Date, (vii) each date on which a Principal Balance Increase occurs and (viii) the date
on which all or any portion of a Partial Amortization Amount is paid.



     “Revolving Period” means the period beginning on the Closing Date and ending on the
earlier of the close of business on the day immediately preceding the day on which the Scheduled
Amortization Period commences or the Early Amortization Period commences; provided, however, that
the Revolving Period shall be temporarily suspended for the duration of any Partial Amortization
Period.



     “Rule 144A” means Rule 144A under the Securities Act.



     “Scheduled Amortization Date” means the earlier of (i) the Purchase Expiration Date
and (ii) the close of business on the date that is 30 days after the date on which the Indenture
Trustee received notice from the Issuer of the Issuer’s decision to terminate the Revolving Period.



     “Scheduled Amortization Period” means, unless a Pay Out Event with respect to Series
2007-A shall have occurred prior thereto, the period commencing on the Scheduled Amortization Date
and ending upon the earliest to occur of (i) the commencement of the Early Amortization



10









 







Period, (ii) the payment in full of the Note Principal Balance and (iii) the Series 2007-A
Final Maturity Date.



     “Series 2007-A” means the Series of Notes the terms of which are specified in this
Indenture Supplement.



     “Series 2007-A Final Maturity Date” means the Distribution Date occurring in the
thirty sixth calendar month following the earlier to occur of (x) the commencement of the Scheduled
Amortization Period and (y) the commencement of the Early Amortization Period.



     “Series 2007-A Note” means a Class A Note or a Class B Note.



     “Series 2007-A Noteholder” means a Class A Noteholder or a Class B Noteholder.



     “Series 2007-A Pay Out Event” has the meaning specified in Section 6.01.



     “Series 2007-A Principal Shortfall” means, an amount equal to, for any Distribution
Date with respect to (i) the Revolving Period, zero, (ii) any Partial Amortization Period, the
excess, if any, of (a) the Partial Amortization Amount not previously distributed, over (b) the
amount of Available Principal Collections for such Distribution Date (excluding any portion thereof
attributable to Shared Principal Collections) and (iii) the Scheduled Amortization Period or the
Early Amortization Period, the excess, if any, of the Invested Amount over the amount of Available
Principal Collections for such Distribution Date (excluding any portion thereof attributable to
Shared Principal Collections).



     “Series 2007-2 Portfolio Adjusted Yield” means the Portfolio Adjusted Yield as such
term is defined in the Series 2007-2 Indenture Supplement, dated as of May 1, 2007, between the
Issuer and the Indenture Trustee.



     “Servicing Fee Rate” means 2% per annum.



     “Subordination Percentage” means, as of any date of determination, a fraction
(expressed as a percentage) (i) the numerator of which is equal to the Class B Note Principal
Balance as of such date, minus the excess, if any, of the aggregate amount of Investor Charge-Offs
and Reallocated Principal Collections for all prior Distribution Dates over Investor Charge-Offs
and Reallocated Principal Collections reimbursed pursuant to Section 4.04(a)(iv) and (ii) the
denominator of which is equal to the Note Principal Balance as of such date.



     “Transition Expenses” means any documented expenses and costs reasonably incurred by
the Successor Servicer in connection with the transition of servicing duties under the Transaction
Documents to the Successor Servicer, which in the aggregate shall not exceed $100,000.



     “Transfer and Servicing Agreement” means the Amended and Restated Transfer and
Servicing Agreement, dated as of May 1, 2007, among the Transferor, the Trust, the Indenture
Trustee, and Nordstrom fsb.



     “Transferor” means Nordstrom Credit Card Receivables II LLC (formerly known as
Nordstrom Private Label Receivables LLC), and its successors and permitted assigns.



11









 





     “Trust” means Nordstrom Credit Card Master Note Trust II and its successors and
permitted assigns.



     “Trust Agreement” means the Second Amended and Restated Trust Agreement, dated as of
May 1, 2007, between the Transferor and Wilmington Trust Company, as trustee.



     “Uncovered Dilution Amount” means, with respect to any Distribution Date, that portion
of the Dilution Amount for the related Monthly Period which would cause the Transferor Interest to
fall below the Required Transferor Interest after giving effect to any deposits to the Special
Funding Account by the Transferor pursuant to Section 3.09 of the Transfer and Servicing Agreement
to cover the Dilution Amount or addition of Principal Receivables transferred to the Trust by the
Transferor.



     “United States Person” has the meaning specified in Section 7701(a)(30) of the Code.



     Section 1.02. Other Definitional Provisions.



     (a) Each capitalized term defined herein shall relate to the Series 2007-A Notes and no other
Series of Notes issued by the Trust, unless the context otherwise requires. All capitalized terms
used herein that are not otherwise defined shall have the meanings ascribed thereto in the Trust
Agreement, the Note Purchase Agreement, the Master Indenture or the Transfer and Servicing
Agreement, as the case may be. In the event that any term or provision contained herein shall
conflict with or be inconsistent with any term or provision contained in the Trust Agreement, the
Note Purchase Agreement, the Master Indenture or the Transfer and Servicing Agreement, the terms
and provisions of this Indenture Supplement shall govern.



     (b) As used in this Indenture and in any certificate or other document made or delivered
pursuant hereto or thereto, accounting terms not defined in this Indenture or in any such
certificate or other document, and accounting terms partly defined in this Indenture or in any such
certificate or other document to the extent not defined, shall have the respective meanings given
to them under GAAP. To the extent that the definitions of accounting terms in this Indenture or in
any such certificate or other document are inconsistent with the meanings of such terms under GAAP,
the definitions contained in this Indenture or in any such certificate or other document shall
control.



     (c) Unless otherwise specified, references to any amount as on deposit or outstanding on any
particular date means such amount at the close of business on such day.



     (d) For all purposes of this Indenture Supplement, except as otherwise expressly provided or
unless the context otherwise requires, (i) terms used herein include, as appropriate, all genders
and the plural as well as the singular, (ii) references to this Indenture Supplement include all
Exhibits hereto, (iii) references to words such as “herein,” “hereof” “hereunder” and the like
shall refer to this Indenture Supplement as a whole and not to any particular part, Article or
Section within this Indenture Supplement, (iv) references to an Article or Section such as
“Article One” or “Section 1.01” and the like shall refer to the applicable Article or Section of
this Indenture Supplement, (v) the term “include” and all variations thereof shall mean “include
without limitation,” (vi) the term “or” shall include “and/or,” (vii) the term “proceeds” shall
have the meaning ascribed to such term in the UCC, (viii) Section, subsection, Schedule, if any,
and



12









 







Exhibit references contained in this Indenture Supplement are references to Sections,
subsections, Schedules, if any, and Exhibits in or to this Indenture Supplement unless otherwise
specified, (ix) any agreement, instrument or statute defined or referred to herein or in any
instrument or certificate delivered in connection herewith means such agreement, instrument or
statute as from time to time amended, modified or supplemented and includes (in the case of
agreements or instruments) references to all attachments thereto and instruments incorporated
therein, except that in the case of an Indenture Supplement, or any amendment thereto, such
Indenture Supplement only supplements the Master Indenture insofar as it relates the related Series
and (x) references to a Person are also to its successors and permitted assigns.



13









 





ARTICLE TWO

CREATION OF THE SERIES 2007-A NOTES




     Section 2.01. Designation.



     (a) There is hereby created and designated a Series of Notes to be issued pursuant to the
Master Indenture and this Indenture Supplement to be known as “Nordstrom Credit Card Master Note
Trust II, Series 2007-A Asset Backed Variable Funding Notes” or the “Series 2007-A Notes.” The
Series 2007-A Notes shall be issued in two Classes, the first of which shall be known as the
“Series 2007-A Asset Backed Variable Funding Notes, Class A” and the second of which shall be known
as the “Series 2007-A Asset Backed Variable Funding Notes, Class B.” The Series 2007-A Notes shall
be due and payable on the Series 2007-A Final Maturity Date.



     (b) Series 2007-A shall be included in Group One and shall be (i) a Principal Sharing Series
and (ii) an Excess Allocation Series with respect to Group One only. Series 2007-A shall not be
subordinated to any other Series. Series 2007-A shall not be a Principal Sharing Series or an
Excess Allocation Series with respect to any other Group.



     (c) In the event that any term or provision contained herein shall conflict with or be
inconsistent with any term or provision contained in the Master Indenture, the terms and provisions
of this Indenture Supplement shall be controlling with respect to Series 2007-A only.



     (d) The Series 2007-A Notes shall be Definitive Notes and shall be delivered as Registered
Notes as provided in Section 2.01 of the Master Indenture.



     Section 2.02. Private Placement of Series 2007-A Notes; Form of Delivery of Series 2007-A
Notes. The Series 2007-A Notes have not been registered under the Securities Act or any
applicable state securities laws and may not be offered, sold, pledged or otherwise transferred
except in a transaction exempt from the registration requirements of the Securities Act and state
securities laws applicable to (i) Nordstrom fsb or any Affiliate thereof, (ii) a Person who the
Holder reasonably believes is a “Qualified Institutional Buyer” within the meaning thereof in
Rule 144A in compliance with Rule 144A or (iii) a Person who is an institutional “Accredited
Investor” as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act, in each case in
compliance with the certification and other requirements specified herein. None of the Issuer, the
Transferor, the Transfer Agent and Registrar or the Indenture Trustee is obligated to register the
Series 2007-A Notes under the Securities Act or any other state securities laws. Each Holder of a
Series 2007-A Note shall represent and warrant, for the benefit of the Trust, Nordstrom fsb and the
Transferor, that such Holder is not (i) an employee benefit plan (as defined in Section 3(3) of
ERISA which is subject to the provisions of ERISA, (ii) a plan (as defined in Section 4975(e)(1) of
the Code, other than a governmental or church plan described in Section 4975(g)(2) or (3) of the
Code which is subject to Section 4975 of the Code or (iii) an entity whose underlying assets
include plan assets by reason of a plan’s investment in the entity (unless registered under the
Investment Company Act of 1940). Neither the Series 2007-A Notes nor any interest therein may be
transferred to an employee benefit plan, trust or account subject to ERISA, or described in
Section 4975(e)(1) of the Code. Any transfer of a direct or indirect interest in any Series 2007-A
Notes is subject to the provisions of the Master Indenture and certain limitations therein set
forth.



14









 





ARTICLE THREE

SERVICING FEE




     Section 3.01. Servicing Compensation. The share of the Servicing Fee allocable to
the Series 2007-A Noteholders with respect to any Distribution Date shall equal the Monthly
Servicing Fee. The remainder of the Servicing Fee shall be paid by the Holders of the Transferor
Certificates or the Noteholders of other Series (as provided in the related Indenture Supplements)
and in no event shall the Trust, the Indenture Trustee or the Series 2007-A Noteholders be liable
for the share of the Servicing Fee to be paid by the Holders of the Transferor Certificates or the
Noteholders of any other Series. To the extent that the Monthly Servicing Fee is not paid in full
pursuant to the preceding provisions of this Section and Section 4.04, it shall be paid by the
Holders of the Transferor Certificates.



15









 





ARTICLE FOUR

RIGHTS OF SERIES 2007-A NOTEHOLDERS AND ALLOCATION AND APPLICATION OF COLLECTIONS




     Section 4.01. Collections and Allocations.



     (a) Allocations. Collections of Finance Charge Receivables, Principal Receivables and
Defaulted Receivables allocated to Series 2007-A pursuant to Article Eight of the Master Indenture
shall be allocated and distributed as set forth in this Article.



     (b) Payments to the Transferor. The Servicer shall on each Deposit Date direct the
Indenture Trustee to withdraw from the Collection Account and pay to the Holders of the Transferor
Certificates (or to the Successor Servicer to the extent that the Successor Servicer is owed
Transition Expenses after the application of Section 4.04(a)):




     (i) an amount equal to the Transferor Percentage for the related Monthly Period of
Collections of Finance Charge Receivables; and




     (ii) an amount equal to the Transferor Percentage for the related Monthly Period of
Collections of Principal Receivables deposited in the Collection Account, if the Transferor
Interest (determined after giving effect to any Principal Receivables transferred to the
Trust on such Deposit Date) exceeds the Required Transferor Interest.



     The withdrawals to be made from the Collection Account pursuant to this Section 4.01(b) do not
apply to deposits into the Collection Account that do not represent Collections, including payment
of the purchase price for the Receivables or the Notes pursuant to, respectively, Section 2.06,
6.01 or 7.01 of the Transfer and Servicing Agreement or Section 11.04 of the Master Indenture and
payment of the Reassignment Amount for the Series 2007-A Notes pursuant to Sections 7.01 and 7.02
of this Indenture Supplement.



     (c) Allocations to the Series 2007-A Noteholders. The Servicer shall, prior to the
close of business on any Deposit Date, allocate to the Series 2007-A Noteholders the following
amounts as set forth below:




     (i) Allocations of Finance Charge Collections. The Servicer shall allocate to
the Series 2007-A Noteholders and retain in the Collection Account for application as
provided herein an amount equal to the product of (A) the Investor Percentage and (B) the
aggregate amount of Collections of Finance Charge Receivables deposited in the Collection
Account on such Deposit Date.




     (ii) Allocations of Principal Collections. The Servicer shall allocate to the
Series 2007-A Noteholders, the following amounts as set forth below:




     (A) Allocations During the Revolving Period. During the Revolving
Period, an amount equal to the product of (1) the Investor Percentage and (2) the
aggregate amount of Collections of Principal Receivables deposited in the Collection
Account on such Deposit Date, shall be allocated to the Series 2007-A Noteholders
and shall be first, if any other Principal Sharing Series in Group One



16









 







is outstanding and in its amortization period or accumulation period, retained
in the Collection Account for application, to the extent necessary, as Shared
Principal Collections to other Series in Group One on the related Distribution Date,
and second paid to the Holders of the Transferor Certificates only if the Transferor
Interest on such Deposit Date is greater than the Required Transferor Interest
(after giving effect to all Principal Receivables transferred to the Trust on such
day) and otherwise shall be deposited in the Special Funding Account.




     (B) Allocations During any Partial Amortization Period. During any
Partial Amortization Period, an amount equal to the product of (1) the Investor
Percentage and (2) the aggregate amount of Collections of Principal Receivables
deposited in the Collection Account on such Deposit Date (the product for any such
date is hereinafter referred to as a “Percentage Allocation”) shall be allocated to
the Series 2007-A Noteholders and retained in the Collection Account until applied
as provided herein; provided, however, that if the sum of such Percentage Allocation
and all preceding Percentage Allocations with respect to the same Monthly Period
exceeds the difference between the Partial Amortization Amount and the total amount
of principal payments set aside for the Series 2007-A Noteholders during the related
Partial Amortization Period, then such excess shall not be treated as a Percentage
Allocation and shall be first, if any other Principal Sharing Series in Group One is
outstanding and in its amortization period or accumulation period, retained in the
Collection Account for application, to the extent necessary, as Shared Principal
Collections to other Series in Group One on the related Distribution Date, and
second paid to the Holders of the Transferor Certificates only if the Transferor
Interest on such Deposit Date is greater than the Required Transferor Interest
(after giving effect to all Principal Receivables transferred to the Trust on such
day) and otherwise shall be deposited in the Special Funding Account.




     (C) Allocations During the Scheduled Amortization Period or the Early
Amortization Period. During the Scheduled Amortization Period or the Early
Amortization Period, an amount equal to the product of (1) the Investor Percentage
and (2) the aggregate amount of Collections of Principal Receivables deposited in
the Collection Account on such Deposit Date shall be allocated to the Series 2007-A
Noteholders and retained in the Collection Account until applied as provided herein;
provided, however, that after the date on which an amount of such Collections equal
to the Invested Amount has been deposited into the Collection Account and allocated
to the Series 2007-A Noteholders, amounts allocated to the Series 2007-A Noteholders
pursuant to this Section 4.01(c)(ii)(C) shall be first, if any other Principal
Sharing Series in Group One is outstanding and in its amortization period or
accumulation period, retained in the Collection Account for application, to the
extent necessary, as Shared Principal Collections to other Series in Group One on
the related Distribution Date, and second paid to the Holders of the Transferor
Certificates only if the Transferor Interest on such Deposit Date is greater than
the Required Transferor Interest (after giving effect to all Principal Receivables
transferred to the Trust on such day) and otherwise shall be deposited in the
Special Funding Account.



17









 





     Section 4.02. Determination of Monthly Interest.



     (a) Pursuant to and in accordance with the Note Purchase Agreement, on or before the second
Business Day after the end of each calendar month, each Class A Agent shall calculate the Class A
Note Rate and the Class A Monthly Interest for its Purchaser Group distributable from the
Collection Account on any Distribution Date for the related Due Period and shall provide the
Servicer with written notice of the Class A Note Rate and the Class A Monthly Interest for such Due
Period. Notwithstanding anything to the contrary herein, the Class A Monthly Interest shall be
distributed on the Class A Notes only to the extent permitted by applicable law.



     (b) On each Determination Date, the Servicer shall determine and notify the Indenture Trustee
in writing of the Class A Interest Shortfall, if any. If, on any Distribution Date, the Class A
Interest Shortfall is greater than zero, on each subsequent Distribution Date until such Class A
Interest Shortfall is fully paid, the Class A Additional Interest shall be payable as provided
herein with respect to the Class A Notes. Notwithstanding anything to the contrary herein, Class A
Additional Interest shall be distributed with respect to the Class A Notes only to the extent
permitted by applicable law.



     (c) On each Determination Date, the Servicer shall calculate the Class B Monthly Interest to
be distributed from the Collection Account on the related Distribution Date. Notwithstanding
anything to the contrary herein, the Class B Monthly Interest shall be distributed on the Class B
Notes only to the extent permitted by applicable law.



     (d) On each Determination Date, the Servicer shall determine and notify the Indenture Trustee
in writing of the Class B Interest Shortfall, if any. If, on any Distribution Date, the Class B
Interest Shortfall is greater than zero, on each subsequent Distribution Date until such Class B
Interest Shortfall is fully paid, the Class B Additional Interest shall be payable as provided
herein with respect to the Class B Notes. Notwithstanding anything to the contrary herein, Class B
Additional Interest shall be distributed with respect to the Class B Notes only to the extent
permitted by applicable law.



     Section 4.03. Suspension of the Revolving Period; Partial Amortization Period.



     (a) The Transferor may from time to time, in its sole discretion, unless a Pay Out Event shall
have occurred prior thereto, suspend the Revolving Period and cause a Partial Amortization Period
to commence for one or more Monthly Periods by delivering to each of the Servicer, the Indenture
Trustee and the Requisite Agent, an irrevocable written notice by 12:00 p.m., Chicago time, on the
first Business Day preceding the first day of the Monthly Period in which such Partial Amortization
Period is scheduled to commence, which notice shall specify the aggregate amount of the decrease in
the Class A Note Principal Balance and the Class B Note Principal Balance (the “Partial
Amortization Amount”) for such Partial Amortization Period; provided, however, that any Partial
Amortization Amount shall be in an amount of at least $1,000,000 or multiples of $100,000 in excess
thereof; provided, further, that the Transferor may not cause a Partial Amortization Period to
commence unless, in the reasonable belief of the Transferor, such Partial Amortization Period would
not result in the occurrence of a Pay Out Event.



18









 





     (b) On any Business Day during the Revolving Period, the Issuer may cause the Servicer to
provide written notice to the Indenture Trustee and the Series 2007-A Noteholders (an “Optional
Redemption Notice”) at least two Business Days prior to any Business Day (the “Optional Redemption
Date”) stating its intention to cause a full or partial redemption of the Series 2007-A Notes on
the Optional Redemption Date at a redemption price equal to (i) if the Optional Redemption Date is
a Distribution Date, the Reassignment Amount for such Distribution Date or (ii) if the Optional
Redemption Date is not a Distribution Date, the Reassignment Amount for the Distribution Date
following such date. Any such redemption shall be in a minimum amount of $2,000,000 or an integral
multiple of $500,000 in excess thereof. The Optional Redemption Notice shall state the Optional
Redemption Date and the Reassignment Amount. Not later than 3:00 p.m., Chicago time, on the
Business Day prior to the Optional Redemption Date the Issuer shall deposit the Reassignment Amount
into the Collection Account in immediately available funds.



     Section 4.04. Application of Available Finance Charge Collections and Available Principal
Collections. The Servicer shall apply, or shall cause the Indenture Trustee to apply by
written instruction to the Indenture Trustee, on each Distribution Date, Available Finance Charge
Collections and Available Principal Collections on deposit in the Collection Account with respect
to such Distribution Date to make the following distributions:




     (a) On each Distribution Date, an amount equal to the Available Finance Charge
Collections will be distributed or deposited in the following priority:




     (i) an amount equal to the Monthly Servicing Fee for such Distribution Date
plus the amount of any Monthly Servicing Fee previously due but not distributed to
the Servicer on one or more prior Distribution Dates, shall be distributed to the
Servicer (unless such amount has been netted against deposits to the Collection
Account in accordance with Section 8.04 of the Master Indenture);




     (ii) an amount equal to Class A Monthly Interest for such Distribution Date,
plus the amount of any Class A Monthly Interest previously due but not distributed
to the Class A Noteholders on one or more prior Distribution Dates, plus the amount
of any Class A Additional Interest for such Distribution Date, plus the amount of
any Class A Additional Interest previously due but not distributed to Class A
Noteholders on one or more prior Distribution Dates, shall be distributed to the
Class A Noteholders;




     (iii) an amount equal to the Investor Default Amount and the Investor Uncovered
Dilution Amount, if any, for such Distribution Date shall be treated as a portion of
Available Principal Collections for such Distribution Date;




     (iv) an amount equal to the sum of the aggregate amount of Investor Charge-Offs
and the amount of Reallocated Principal Collections which have not been previously
reimbursed pursuant to this subparagraph shall be treated as a portion of Available
Principal Collections for such Distribution Date;



19









 






     (v) any Class A Additional Amounts due and payable to each Class A Agent
pursuant to the Class A Note Purchase Agreement with respect to such Distribution
Date shall be paid to the Class A Agent;




     (vi) upon the occurrence of an Event of Default with respect to Series 2007-A
and acceleration of the maturity of the Series 2007-A Notes, the balance, if any, up
to the outstanding principal amount of the Series 2007-A Notes will be treated as
Available Principal Collections for that Distribution Date for distribution to the
Series 2007-A Noteholders;




     (vii) an amount equal to Class B Monthly Interest for such Distribution Date,
plus the amount of any Class B Monthly Interest previously due but not distributed
to the Class B Noteholders on one or more prior Distribution Dates, plus the amount
of any Class B Additional Interest for such Distribution Date, plus the amount of
any Class B Additional Interest previously due but not distributed to Class B
Noteholders on one or more prior Distribution Dates, shall be distributed to the
Class B Noteholders;




     (viii) an amount equal to the Transition Expenses, if any, shall be distributed
to the Successor Servicer, if any; and




     (ix) the balance, if any, will constitute a portion of Excess Finance Charge
Collections for such Distribution Date and will be available for allocation to other
Series in Group One or to the Holder of the Transferor Certificates as described in
Section 8.08 of the Master Indenture and Section 4.01 of this Indenture Supplement.




     (b) On each Distribution Date with respect to the Revolving Period, an amount equal to
the Available Principal Collections shall be treated as Shared Principal Collections and
applied in accordance with Section 8.05 of the Master Indenture.




     (c) On each Distribution Date with respect to the Partial Amortization Period, an
amount equal to the Available Principal Collections for the related Monthly Period shall be
distributed in the following order of priority:




     (i) an amount which, together with the aggregate amounts distributed pursuant
to this clause (i) on prior Distribution Dates with respect to the same Partial
Amortization Period, equals the Partial Amortization Amount, shall be distributed to
the Class A Noteholders and the Class B Noteholders, pro rata, but in no event shall
the Class A Noteholders or the Class B Noteholders, as applicable, receive monies in
excess of the then outstanding Class A Note Principal Balance or the Class B Note
Principal Balance, respectively; and




     (ii) the balance of such Available Principal Collections shall be treated as
Shared Principal Collections and applied in accordance with Section 8.05 of the
Master Indenture.



20









 






     (d) On each Distribution Date with respect to the Scheduled Amortization Period or the
Early Amortization Period, an amount equal to the Available Principal Collections for the
related Monthly Period shall be distributed in the following order of priority:




     (i) an amount up to the Class A Principal Balance on such Distribution Date
shall be distributed to the Class A Noteholders;




     (ii) for each Distribution Date beginning on the Distribution Date on which the
Class A Principal Balance is paid in full, an amount up to the Class B Principal
Balance on such Distribution Date shall be distributed to the Class B Noteholders;
and




     (iii) for each Distribution Date beginning on the Distribution Date on which
the Class B Principal Balance is paid in full, an amount equal to the balance, if
any, of such Available Principal Collections shall be treated as Shared Principal
Collections and applied in accordance with Section 8.05 of the Indenture.



     Section 4.05. Investor Charge-Offs. On each Determination Date, the Servicer shall
calculate the Investor Default Amount and the Investor Uncovered Dilution Amount, if any, for the
related Distribution Date. If, on any Distribution Date, the sum of the Investor Default Amount
and the Investor Uncovered Dilution Amount for such Distribution Date exceeds the amount of
Available Finance Charge Collections allocated with respect thereto pursuant to
Section 4.04(a)(iii), with respect to such Distribution Date, the Invested Amount (after giving
effect to any reductions for any Reallocated Principal Collections on such Distribution Date) will
be reduced by the amount of such excess, but not by more than the lesser of (i) the sum of the
Investor Default Amount and the Investor Uncovered Dilution Amount and (ii) the Invested Amount
(after giving effect to any reductions for any Reallocated Principal Collections on such
Distribution Date) for such Distribution Date (such reduction, an “Investor Charge-Off”).



     Section 4.06. Reallocated Principal Collections. On each Distribution Date, the
Servicer shall apply, or shall cause the Indenture Trustee to apply, Reallocated Principal
Collections with respect to such Distribution Date, to fund any deficiency pursuant to and in the
priority set forth in Sections 4.04(a)(i) and (ii). On each Distribution Date, the Invested Amount
shall be reduced by the amount of Reallocated Principal Collections for such Distribution Date.



     Section 4.07. Excess Finance Charge Collections. Series 2007-A shall be an Excess
Allocation Series with respect to Group One only. Subject to Section 8.08 of the Master Indenture,
Excess Finance Charge Collections with respect to the Excess Allocation Series in Group One for any
Distribution Date will be allocated to Series 2007-A in an amount equal to the product of (i) the
aggregate amount of Excess Finance Charge Collections with respect to all the Excess Allocation
Series in Group One for such Distribution Date and (ii) a fraction, the numerator of which is the
Finance Charge Shortfall for Series 2007-A for such Distribution Date and the denominator of which
is the aggregate amount of Finance Charge Shortfalls for all the Excess Allocation Series in Group
One for such Distribution Date.



21









 





     Section 4.08. Shared Principal Collections. Subject to Section 8.05 of the Master
Indenture, Shared Principal Collections with respect to all Series in Group One for any
Distribution Date will be allocated to Series 2007-A in an amount equal to the product of (i) the
aggregate amount of Shared Principal Collections with respect to all Principal Sharing Series in
Group One for such Distribution Date and (ii) a fraction, the numerator of which is the Series
2007-A Principal Shortfall for such Distribution Date and the denominator of which is the aggregate
amount of Principal Shortfalls for all the Series which are Principal Sharing Series in Group One
for such Distribution Date.



     Section 4.09. Principal Balance Increases.



     (a) The Series 2007-A Noteholders agree, by acceptance of their Series 2007-A Notes, that the
Transferor may, from time to time, prior to the earlier of the commencement of the Scheduled
Amortization Period and the commencement of the Early Amortization Period, and so long as a Partial
Amortization Period is not outstanding, and subject to the terms, conditions and restrictions set
forth in this Section 4.09(a) and in the Note Purchase Agreement, request a Principal Balance
Increase. Each such Principal Balance Increase shall, however, be subject to the satisfaction of
the Increase Conditions and shall be permitted only (i) during the Revolving Period and (ii) upon
the written request made by the Transferor to each Agent to increase the Note Principal Balance and
the Invested Amount to an amount not to exceed the Maximum Principal Balance. Any such Principal
Balance Increase shall be in a minimum amount of $2,000,000 and integral multiples of $500,000 in
excess thereof. To request any such increase, the Transferor shall be required to give to each of
the Indenture Trustee, the Servicer and each Agent, by 12:00 p.m., Chicago time, on the first
Business Day prior to the date of the requested Principal Balance Increase, a Principal Balance
Increase Request, specifying (i) the Increase Amount, (ii) the Increase Date, and (iii) the payment
instructions for remittance of the proceeds of such requested Principal Balance Increase.



     (b) Each such Principal Balance Increase will be allocated to the Class A Note Principal
Balance and the Class B Note Principal Balance on a pro rata basis determined by reference to the
Class A Note Maximum Principal Balance and the Class B Note Maximum Principal Balance; provided,
however, that if the Increase Condition set forth in clause (f)(ii) of the definition of Increase
Condition is not satisfied, the Transferor may, with the prior written consent of each Class B
Noteholder, direct the Indenture Trustee in writing, with a copy to each Agent, to allocate to the
Class B Note Principal Balance a larger share of the Principal Balance Increase to the extent
necessary to satisfy the Increase Condition set forth in clause (f)(i) of the definition of
Increase Condition.



     (c) On the Increase Date for such Principal Balance Increase, after satisfaction of all
conditions to such Principal Balance Increase, each Purchaser shall initiate the remittance of such
Increase Amount allocated to it in accordance with Section 4.09(b), to the extent it has otherwise
agreed or committed to fund such Principal Balance Increase, no later than 4:00 p.m., Chicago City
time, in same day funds in accordance with the payment instructions specified in the Principal
Balance Increase Request, and upon such remittance the outstanding Class A Note Principal Balance
and the Class B Note Principal Balance, as the case may be, shall be increased by the amount of
such remittance. Concurrently with the making of such Principal Balance Increase, the Transferor
and the Requisite Agent shall deliver to the Indenture Trustee a Principal



22









 







Balance Increase Confirmation, specifying the Increase Amount and the Indenture Trustee shall
promptly annotate the Note Register accordingly.



23









 





ARTICLE FIVE

DELIVERY OF SERIES 2007-A NOTES; DISTRIBUTIONS; REPORTS TO SERIES 2007-A
NOTEHOLDERS




     Section 5.01. Delivery and Payment for the Series 2007-A Notes. The Issuer shall
execute and issue, and the Indenture Trustee shall authenticate, the Series 2007-A Notes in
accordance with Section 2.03 of the Master Indenture. The Indenture Trustee shall deliver the
Series 2007-A Notes to or upon the order of the Issuer when so authenticated.



     Section 5.02. Distributions.



     (a) On each Distribution Date, the Paying Agent shall distribute to each Class A Noteholder of
record and each Class B Noteholder of record on the related Record Date (other than as provided in
Section 11.02 of the Master Indenture), the amounts required to be distributed in respect of the
Class A Notes pursuant to Article Four.



     (b) The distributions to be made pursuant to this Section are subject to the provisions of
Sections 2.06, 6.01 and 7.01 of the Transfer and Servicing Agreement, Section 11.02 of the Master
Indenture and Sections 7.01 and 7.02 of this Indenture Supplement.



     (c) Except as provided in Section 11.02 of the Master Indenture with respect to a final
distribution, distributions to Series 2007-A Noteholders hereunder shall be made by (i) wire
transfer in immediately available funds and (ii) without presentation or surrender of any
Series 2007-A Note or the making of any notation thereon.



     Section 5.03. Reports and Statements to Series 2007-A Noteholders.



     (a) No later than each Determination Date, the Servicer will provide to each Agent, the Owner
Trustee and the Indenture Trustee and each Rating Agency, the Monthly Servicer Report for such
Distribution Date.



     (b) On or before January 31 of each calendar year, beginning with calendar year 2008, the
Indenture Trustee shall furnish or cause to be furnished to each Person who at any time during the
preceding calendar year was a Series 2007-A Noteholder, a statement prepared by the Servicer
containing the information which is required to be contained in the statement to Series 2007-A
Noteholders as set forth in Section 5.03(a), aggregated for such calendar year or the applicable
portion thereof during which such Person was a Series 2007-A Noteholder, together with other
information as is required to be provided by an issuer of indebtedness under the Code and such
other customary information as is necessary to enable the Series 2007-A Noteholders to prepare
their tax returns. Such obligation of the Indenture Trustee shall be deemed to have been satisfied
to the extent that substantially comparable information shall be provided by the Indenture Trustee
pursuant to any requirements of the Code as from time to time in effect.



     (c) Notwithstanding Section 3.06(b) of the Transfer and Servicing Agreement, each Noteholder
agrees that the Servicer’s obligation to cause a nationally recognized independent accounting firm
to deliver the report described in such Section 3.06(b) shall be satisfied if such report is
delivered to the Indenture Trustee, the Servicer and each Class A Agent on or before the day that
is 30 calendar days prior to the Purchase Expiration Date then in effect; provided that in



24









 







no event shall the Servicer be required to satisfy the requirements of such Section 3.06(b)
more frequently than once each calendar year.



25









 





ARTICLE SIX

SERIES 2007-A PAY OUT EVENTS




     Section 6.01. Series 2007-A Pay Out Events. If any one of the following events shall
occur with respect to the Series 2007-A Notes:




     (a) the Transferor or the Servicer shall fail to (i) make any payment or deposit
required by the Transfer and Servicing Agreement, the Master Indenture or this Indenture
Supplement on or before the date occurring three (3) Business Days after the date such
payment or deposit is required to be made therein or herein or (ii) observe or perform any
other covenants or agreements of the Transferor or the Servicer set forth in the Transfer
and Servicing Agreement, the Note Purchase Agreement, the Master Indenture or this Indenture
Supplement, which continues unremedied for a period of thirty (30) days after the date on
which written notice of such failure, requiring the same to be remedied, shall have been
given to the Transferor or the Servicer, as applicable, by the Indenture Trustee, or to the
Transferor or the Servicer, as applicable, and the Indenture Trustee by any Holder of Series
2007-A Notes;




     (b) any representation or warranty made by (i) the Transferor in Sections 2.03 and 2.04
of the Transfer and Servicing Agreement shall prove to have been incorrect in any respect
when made or any information contained in a computer file or microfiche list required to be
delivered by the Transferor pursuant to Section 2.01 or 2.09 of the Transfer and Servicing
Agreement shall prove to have been incorrect in any material respect when delivered or (ii)
the Servicer in Section 3.03 of the Transfer and Servicing Agreement shall prove to have
been incorrect in any respect when made and, in each case, continues to be incorrect for a
period of thirty (30) days after the date on which written notice of such failure, requiring
the same to be remedied, shall have been given to the Transferor or the Servicer, as
applicable, by the Indenture Trustee, or to the Transferor and the Indenture Trustee by any
Holder of the Series 2007-A Notes; provided, however, that a Series 2007-A Pay Out Event
pursuant to this Section 6.01(b) shall not be deemed to have occurred if the Transferor has
accepted reassignment of the related Receivable, or all of such Receivables, if applicable,
during such period in accordance with the provisions of the Transfer and Servicing
Agreement;




     (c) on any day on which the Class A Note Balance exceeds zero, the average Portfolio
Adjusted Yield for any three consecutive Monthly Periods is less than 1.00%;




     (d) a court of competent jurisdiction shall issue a final non-appealable order to the
effect that the Indenture Trustee shall, for any reason, fail to have a valid and perfected
first priority security interest in the Receivables;




     (e) any failure to pay to Series 2007-A Noteholders the full amount of interest due on
the Series 2007-A Notes on any Distribution Date;




     (f) a failure of the Transferor to convey Receivables in Additional Accounts to the
Trust within five Business Days after it is required to do so pursuant to Section 2.09(a)(i)
of the Transfer and Servicing Agreement;



26









 






     (g) without limiting any of the foregoing, the occurrence of an Event of Default with
respect to Series 2007-A and acceleration of the maturity of the Series 2007-A Notes in
accordance with Section 5.03 of the Master Indenture;




     (h) any Servicer Default shall occur;




     (i) the Class A Note Principal Balance shall not be paid in full on the Series 2007-A
Final Maturity Date;




     (j) an Insolvency Event occurs with respect to the Transferor, any Account Owner, the
Seller or the Servicer;




     (k) the Transferor is unable for any reason to transfer Receivables to the Trust in
accordance with the Transfer and Servicing Agreement or




     (l) a Change of Control occurs;



then, in the case of any event described in subparagraph (a), (b), (g), (h) or (i) after the
applicable grace period, if any, set forth in such subparagraphs, either the Indenture Trustee or
the Holders of Class A Notes (or, following the Class B Succession Date, Holders of Class B Notes)
evidencing more than 50% of the aggregate unpaid principal amount of Class A Notes (or Class B
Notes, as applicable) by notice then given in writing to the Transferor and the Servicer (and to
the Indenture Trustee if given by the Class A Noteholders (or Class B Noteholders, as the case may
be)) may declare that a “Series Pay Out Event” with respect to Series 2007-A (a “Series 2007-A Pay
Out Event”) has occurred as of the date of such notice; provided, however, that the Holders of
Class A Notes (or, following the Class B Succession Date, Holders of Class B Notes) evidencing 100%
of the aggregate unpaid principal amount of Class A Notes (or Class B Notes, as applicable) by
notice then given in writing to the Transferor and the Servicer (and to the Indenture Trustee if
given by the Class A Noteholders (or Class B Noteholders, as the case may be)) may waive any Series
2007-A Pay Out Event of the type described in subparagraph (a), (b), (g), (h), (i) and (l) above,
and, in the case of any event described in subparagraph (c), (d), (e), (f), (j) or (k) a Series
2007-A Pay Out Event shall occur without any notice or other action on the part of the Indenture
Trustee or the Series 2007-A Noteholders immediately upon the occurrence of such event.



     Section 6.02. Additional Pay Out Events. In the event that the Issuer issues another
Series of variable funding notes with a maximum principal balance in excess of $100,000,000 that
contains a Pay Out Event for either a downgrade of the credit rating of Nordstrom, Inc. or the
breach of a financial covenant relating to Nordstrom, Inc., then the Issuer shall (i) notify each
Class A Agent of the issuance of such Series within 5 Business Days following the issuance of such
Series and (ii) within 30 calendar days of notice by a Class A Agent amend the Series 2007-A
Indenture Supplement to include identical Pay Out Events. If an amendment is requested by a Class
A Agent, failure by the Issuer to so amend the 2007-A Indenture Supplement within such time period
shall result in a Pay Out Event for Series 2007-A.



27









 





ARTICLE SEVEN

REDEMPTION OF SERIES 2007-A NOTES; FINAL DISTRIBUTIONS;

SERIES TERMINATION




     Section 7.01. Optional Redemption of Series 2007-A Notes; Final Distributions.



     (a) On any day occurring on or after the date on which the outstanding principal balance of
the Series 2007-A Notes is reduced to 10% or less of the highest outstanding principal balance of
the Series 2007-A Notes during the Revolving Period, at any time on or after the Closing Date, the
Servicer shall have the option to redeem the Series 2007-A Notes if it has determined, in its sole
estimation, that the cost of servicing the related Receivables is unduly burdensome in relation to
the benefit, at a purchase price equal to, if such day is (i) a Distribution Date, the Reassignment
Amount for such Distribution Date or (ii) not a Distribution Date, the Reassignment Amount for the
immediately succeeding Distribution Date.



     (b) The Servicer shall give the Indenture Trustee and each Agent at least thirty (30) days
prior written notice of the date on which the Servicer intends to exercise such optional
redemption. Not later than the Business Day prior to the Redemption Date, the Servicer shall
deposit into the Collection Account in immediately available funds, the Reassignment Amount. Such
redemption option is subject to payment in full of the Reassignment Amount. Following deposit into
the Collection Account in accordance with the foregoing, the Invested Amount for Series 2007-A
shall be reduced to zero and the Series 2007-A Noteholders shall have no further security interest
in the Receivables. The Reassignment Amount shall be distributed as set forth in Section 7.02(c).



     Section 7.02. Redemption of Series 2007-A Notes.



     (a) The amount to be paid by the Transferor with respect to Series 2007-A in connection with a
reassignment of Receivables to the Transferor pursuant to Section 2.06 of the Transfer and
Servicing Agreement shall equal the Reassignment Amount for the first Distribution Date following
the Monthly Period in which the reassignment obligation arises under the Transfer and Servicing
Agreement.



     (b) The amount to be paid by the Transferor with respect to Series 2007-A in connection with a
repurchase of the Series 2007-A Notes pursuant to Section 7.01 of the Transfer and Servicing
Agreement shall equal the Reassignment Amount for the Distribution Date of such repurchase.



     (c) With respect to the Reassignment Amount deposited into the Collection Account pursuant to
Section 7.01, the Indenture Trustee shall, in accordance with the written direction of the
Servicer, not later than 2:00 p.m., Chicago time, on the related Distribution Date, make deposits
or distributions of the following amounts (in the priority set forth below and, in each case, after
giving effect to any deposits and distributions otherwise to be made on such date) in immediately
available funds: (i) (A) the Class A Note Principal Balance on such Distribution Date will be
distributed to the Paying Agent for payment to the Class A Noteholders and (B) an amount equal to
the sum of (1) the Class A Monthly Interest for such Distribution Date, (2) any Class A Monthly
Interest previously due but not distributed to the Class A Noteholders on any



28









 







prior Distribution Date, (3) the amount of Class A Additional Interest, if any, for such
Distribution Date and any Class A Additional Interest previously due but not distributed to the
Class A Noteholders on any prior Distribution Date, will be distributed to the Paying Agent for
payment to the Class A Noteholders, and (4) all Class A Additional Amounts due to the Class A
Noteholders and any other amounts due under the Class A Note Purchase Agreement; (ii) (A) the
Class B Note Principal Balance on such Distribution Date will be distributed to the Paying Agent
for payment to the Class B Noteholders and (B) an amount equal to the sum of (1) the Class B
Monthly Interest for such Distribution Date, (2) any Class B Monthly Interest previously due but
not distributed to the Class B Noteholders on any prior Distribution Date and (3) the amount of
Class B Additional Interest, if any, for such Distribution Date and any Class B Additional Interest
previously due but not distributed to the Class B Noteholders on any prior Distribution Date, will
be distributed to the Paying Agent for payment to the Class B Noteholders and (iii) any excess
shall be released to the Transferor.



     (d) Notwithstanding anything to the contrary in this Indenture Supplement, the Master
Indenture or the Transfer and Servicing Agreement, all amounts distributed to the Paying Agent
pursuant to Section 7.02(c) for payment to the Series 2007-A Noteholders shall be deemed
distributed in full to the Series 2007-A Noteholders on the date on which such funds are
distributed to the Paying Agent pursuant to this Section and shall be deemed to be a final
distribution pursuant to Section 11.02 of the Master Indenture.



     Section 7.03. Series Termination. On the Series 2007-A Final Maturity Date, the
right of the Series 2007-A Noteholders to receive payments from the Issuer will be limited solely
to the right to receive payments pursuant to Section 5.05 of the Master Indenture and Section 7.02.



29









 





ARTICLE EIGHT

MISCELLANEOUS PROVISIONS




     Section 8.01. Ratification of Indenture. As supplemented by this Indenture
Supplement, the Master Indenture is in all respects ratified and confirmed and the Master Indenture
as so supplemented by this Indenture Supplement shall be read, taken and construed as one and the
same instrument.



     Section 8.02. Counterparts. This Indenture Supplement may be executed in two or more
counterparts, and by different parties on separate counterparts, each of which shall be an
original, but all of which shall constitute one and the same instrument.



     Section 8.03. Governing Law. THIS INDENTURE SUPPLEMENT 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 (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS,
RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.



     Section 8.04. Limitation of Liability. Notwithstanding any other provision herein or
elsewhere, this Indenture Supplement has been executed and delivered by Wilmington Trust, not in
its individual capacity, but solely in its capacity as Owner Trustee of the Trust, and in no event
shall the Owner Trustee in its individual capacity have any liability in respect of the
representations, warranties or obligations of the Trust hereunder or under any other document, as
to all of which recourse shall be had solely to the assets of the Trust, and for all purposes of
this Indenture Supplement and each other document, the Owner Trustee (as such or in its individual
capacity) shall be subject to, and entitled to the benefits of, the terms and provisions of the
Trust Agreement.



     Section 8.05. Successors and Assigns. This Indenture Supplement shall be binding
upon and inure to the benefit of the parties hereto and their respective permitted successors and
assigns, except that the Issuer may not assign or transfer any of its rights under this Indenture
Supplement without the prior written consent of the Requisite Agent and without prior notice to
each Rating Agency.



     Section 8.06. Amendments. In addition to the conditions to the amendment of the
Master Indenture and this Indenture Supplement set forth in the Master Indenture, this Indenture
Supplement may not be amended unless each Class A Agent shall have consented to such amendment and
the Transferor shall provide Moody’s Investors Service, Inc. and Standard & Poor’s Rating Services,
a division of The McGraw-Hill Companies, Inc. 15 Business Days’ prior written notice.



     Section 8.07. Tax Matters.



     (a) Notwithstanding anything to the contrary herein, each of the Paying Agent, Servicer or
Indenture Trustee shall be entitled to withhold any amount that it reasonably determines in its
sole discretion is required to be withheld pursuant to Section 1446 of the Code



30









 







and such amount shall be deemed to have been paid for all purposes of the Master Indenture or
the Transfer and Servicing Agreement.



     (b) Each of the Series 2007-A Noteholders agrees that prior to the date on which the first
interest payment hereunder is due thereto, it will provide to the Transferor, the Servicer and the
Indenture Trustee (i) if such Series 2007-A Noteholder is incorporated or organized under the laws
of a jurisdiction outside the United States (or is otherwise not a United States Person), two duly
completed copies of the United States Internal Revenue Service Form W-8ECI or successor applicable
or required forms, (ii) if the Transferor so requests, a duly completed copy of United States
Internal Revenue Service Form W-9 or successor applicable or required forms and (iii) such other
forms and information as the Transferor may reasonably request to confirm the availability of any
applicable exemption from United States federal, state or local withholding taxes. Each Series
2007-A Noteholder agrees to provide to the Transferor, the Servicer and the Indenture Trustee,
additional subsequent duly completed forms satisfactory to the Transferor, the Servicer and the
Indenture Trustee on or before the date that any such form expires or becomes obsolete, or upon the
occurrence of any event requiring an amendment, resubmission or change in the most recent form
previously delivered by it, and to provide such extensions or renewals as may be reasonably
requested by the Transferor, the Servicer or the Indenture Trustee. Each Series 2007-A Noteholder
certifies, represents and warrants that as of the date of this Indenture Supplement, or in the case
of a Series 2007-A Noteholder which is an assignee as of the date of such Note Assignment (as
defined below), that (i) it is entitled (a) to receive payments under this Indenture Supplement
without deduction or withholding of any United States federal income taxes (other than taxes
required to be withheld pursuant to Section 1446 of the Code) and (b) to an exemption from United
States backup withholding tax and (ii) it will pay any taxes attributable to its ownership of an
interest in the Series 2007-A Notes.



     (c) Each Series 2007-A Noteholder agrees with the Transferor that (i) it will deliver to the
Transferor on or before the Closing Date or the effective date of any Note Assignment an Investment
Letter, executed by such assignee Series 2007-A Noteholder, in the case of a Note Assignment, with
respect to the purchase by such Series 2007-A Noteholder of a portion of an interest relating to
the Series 2007-A Notes and (ii) all of the statements made by such Series 2007-A Noteholder in its
Investment Letter shall be true and correct as of the date made.



     (d) Subject to the provisions of Section 2.02, each Series 2007-A Noteholder may at any time
sell, assign or otherwise transfer, to the extent of such Series 2007-A Noteholder’s interest in
the Series 2007-A Notes (each, a “Note Assignment”), to (i) either Agent, any Purchaser or any
other Person specified in Section 11.03(c) of the Class A Note Purchase Agreement or (ii) any other
Person to which the Transferor may consent, which consent shall not be unreasonably withheld (upon
such Note Assignment, a “Series 2007-A Noteholder”) all or part of its interest in the Series
2007-A Notes; provided, however, that any Note Assignment shall be void unless (i) the minimum
amount of such Note Assignment shall be $1,000,000, (ii) such assignee Series 2007-A Noteholder
shall comply with this Section and shall have delivered to the Indenture Trustee, prior to the
effectiveness of such Note Assignment, a copy of an agreement under which such assignee Series
2007-A Noteholder has made the representations, warranties and covenants required to be made
pursuant to this Section, (iii) there shall not be, in the aggregate, more than five Class A
Noteholders and Partial Participants and five Class B Noteholders and Partial Participants after
giving effect to such Note Assignment and



31









 





     (iv) such proposed assignee shall provide the forms described in (i), (ii) and (iii) of
Section 8.07(b) (subject to the Transferor’s consent, as applicable and as set forth therein) in
the manner described therein. In connection with any Note Assignment to a Person other than either
Agent, any Purchaser or any other Person specified in Section 11.03(c) of the Class A Note Purchase
Agreement, the assignor Series 2007-A Noteholder shall request in writing to the Indenture Trustee
(who shall promptly deliver it to the Transferor) for the consent of the Transferor (the Transferor
shall respond to any such request within ten Business Days after its receipt and the Transferor
will not unreasonably withhold such consent) it being understood that the obtaining of such consent
is a condition to the effectiveness of such Note Assignment. Each assignee Series 2007-A
Noteholder is subject to the terms and conditions of Section 8.07(b) on an ongoing basis and hereby
makes the certifications, representations and warranties contained therein, and the assigning
Series 2007-A Noteholder hereby certifies, represents and warrants that its assignee’s
certifications, representations and warranties thereunder are true.



     (e) [Reserved].



     (f) Subject to the provisions of Section 2.02, any Series 2007-A Noteholder may at any time
grant a participation in all or part (but not less than $5,000,000) of its interest in the Series
2007-A Notes to (i) either Agent, the Purchaser or any other Person specified in Section 11.03(c)
of the Class A Note Purchase Agreement, or (ii) any other Person to which the Transferor may
consent, which consent shall not be unreasonably withheld (the Agents, the Purchaser and each such
other Person, a “Participant” and each Participant acquiring a participation in less than all of a
Series 2007-A Noteholder’s rights with respect to payments due thereunder, a “Partial
Participant”); provided, however, that such participation shall be void, unless
(i) such Participant complies with the applicable provisions of this Section 8.08, (ii) there shall
not be, in the aggregate, more than five (5) Class A Noteholders and Partial Participants and five
(5) Class B Noteholders and Partial Participants after giving effect to such participation, and
(iii) such Series 2007-A Noteholder delivers to the Indenture Trustee, prior to the effectiveness
of its participation, a copy of an agreement under which such Participant has made the
representations, warranties and covenants required to be made pursuant to this Section. In
connection with the granting of any such participation to any Person other than to either Agent,
the Purchaser or any other Person specified in Section 11.03(c) of the Class A Note Purchase
Agreement, the granting Series 2007-A Noteholder shall provide a written request to the Indenture
Trustee (who shall promptly deliver it to the Transferor) for the consent of the Transferor to the
granting of the specified interest to any identified prospective Participant, the Transferor shall
respond to any such request within ten Business Days after its receipt, it being understood that
the obtaining of such consent is a condition to the effectiveness of such a participation. Each
Series 2007-A Noteholder hereby acknowledges and agrees that any such participation will not alter
or affect in any way whatsoever such Series 2007-A Noteholder’s direct obligations hereunder and
that neither the Trust nor the Transferor shall have any obligation to have any communication or
relationship whatsoever with any Participant of such Series 2007-A Noteholder in order to enforce
the obligations of such Series 2007-A Noteholder hereunder. Each Series 2007-A Noteholder shall
promptly notify the Indenture Trustee (which shall promptly notify the Transferor) in writing of
the identity and interest of each Participant upon any such disposition. In granting any
participation, the Series 2007-A Noteholder certifies, represents and warrants that (i) such
Participant is entitled to (x) receive payments with respect to its participation without deduction
or withholding of any United States federal income taxes



32









 







and (y) an exemption from United States backup withholding tax, (ii) prior to the date on
which the first interest payment is due to the Participant, such Series 2007-A Noteholder will
provide to the Servicer and Indenture Trustee, the forms described in (i), (ii) and (iii) of
Section 8.08(b) (subject to the Transferor’s consent, as applicable and as set forth therein) as
though the Participant were a Series 2007-A Noteholder, and (iii) such Series 2007-A Noteholder
similarly will provide subsequent forms as described in Section 8.08(b) with respect to such
Participant as though it were a Series 2007-A Noteholder.



     (g) Each Series 2007-A Noteholder, by its holding an interest in the Series 2007-A Notes,
hereby severally represents, warrants and covenants, and each Series 2007-A Noteholder that
acquires an interest in the Series 2007-A Notes by Note Assignment shall be deemed to have
severally represented, warranted and covenanted upon such Note Assignment that (i) it intends to
treat the Series 2007-A Notes for all federal, state and local income and franchise tax purposes as
indebtedness; (ii) (A) it has neither acquired, nor will it sell, trade or transfer any interest in
the Series 2007-A Notes or cause any interest in the Series 2007-A Notes to be marketed on or
through either (1) an “established securities market” within the meaning of Code
Section 7704(b)(1), including an interdealer quotation system that regularly disseminates firm buy
or sell quotations by identified brokers or dealers by electronic means or otherwise or (2) a
“secondary market (or the substantial equivalent thereof)” within the meaning of Code
Section 7704(b)(2), including a market wherein interests in the Series 2007-A Notes are regularly
quoted by any Person making a market in such interests and a market wherein any Person regularly
makes available to the public bid or offer quotes with respect to interests in the Series 2007-A
Notes and stands ready to effect buy or sell transactions at the quoted prices for itself or on
behalf of others, and (B) unless the Transferor consents otherwise (which consent shall be based on
an Opinion of Counsel to the effect that the action taken pursuant to the consent will not cause
the Trust to become a publicly traded partnership treated as a corporation), such holder (1) is
properly classified as, and will remain classified as, a “corporation” as described in Code
Section 7701(a)(3) and (2) is not, and will not become, an S corporation as described in Code
Section 1361, and (iii) it will (a) cause any participant with respect to such interest otherwise
permitted hereunder to make similar representations and covenants for the benefit of the Transferor
and the Trust and (b) forward a copy of such representations and covenants to the Indenture
Trustee. Each such Series 2007-A Noteholder shall further agree in connection with its acquisition
of such interest that, in the event of any breach of its representation and covenant that it (or
its participant) is and shall remain classified as a corporation other than an S corporation, the
Transferor shall have the right to procure a replacement investor to replace such Series 2007-A
Noteholder (or its participant), and further that such Series 2007-A Noteholder shall take all
actions necessary to permit such replacement investor to succeed to its rights and obligations as a
Series 2007-A Noteholder (or to the rights of its participant).



33









 





     IN WITNESS WHEREOF, the undersigned have caused this Indenture Supplement to be duly executed
and delivered by their respective duly authorized officers on the day and year first above written.



	 	 	 	 	 
	 	NORDSTROM CREDIT CARD MASTER NOTE TRUST II, as Issuer

 	 
	 	By:  	WILMINGTON TRUST COMPANY, 	 
	 	 	not in its individual capacity, but solely as
Owner Trustee 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title 	 
	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Indenture Trustee

 	 
	 	By:  	 	 
	 	 	Name:

Title 	 
	 




 









 





	 	 	 	 	 
	 	Acknowledged and Accepted:



NORDSTROM CREDIT CARD 

RECEIVABLES II LLC,

as Transferor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	NORDSTROM fsb,

as Servicer

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 











 





EXHIBIT A-1




FORM OF

SERIES 2007-A ASSET BACKED VARIABLE FUNDING NOTE, CLASS A




     THIS CLASS A NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS CLASS A
NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAW OF ANY
STATE AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN A TRANSACTION EXEMPT
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS TO
(1) NORDSTROM FSB OR ANY AFFILIATE THEREOF, (2) A PERSON WHO THE HOLDER REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING THEREOF IN RULE 144A UNDER THE SECURITIES ACT
(“RULE 144A”) IN COMPLIANCE WITH RULE 144A OR (3) A PERSON WHO IS AN INSTITUTIONAL “ACCREDITED
INVESTOR” AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT, IN EACH CASE IN
COMPLIANCE WITH THE CERTIFICATION AND OTHER REQUIREMENTS SPECIFIED IN THE AMENDED AND RESTATED
SERIES 2007-A INDENTURE SUPPLEMENT REFERRED TO HEREIN. NONE OF THE ISSUER, THE TRANSFEROR, THE
TRANSFER AGENT AND REGISTRAR OR THE INDENTURE TRUSTEE IS OBLIGATED TO REGISTER THE CLASS A NOTES
UNDER THE SECURITIES ACT OR ANY OTHER STATE SECURITIES LAW.



     EACH PURCHASER REPRESENTS AND WARRANTS, FOR THE BENEFIT OF NORDSTROM CREDIT CARD MASTER NOTE
TRUST II, NORDSTROM FSB AND NORDSTROM CREDIT CARD RECEIVABLES II LLC, THAT SUCH PURCHASER IS NOT
(1) AN EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”)) WHICH IS SUBJECT TO THE PROVISIONS OF ERISA, (2) A PLAN (AS
DEFINED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OTHER
THAN A GOVERNMENTAL OR CHURCH PLAN DESCRIBED IN SECTION 4975(g)(2) OR (3) OF THE CODE) WHICH IS
SUBJECT TO SECTION 4975 OF THE CODE, OR (3) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS
BY REASON OF A PLAN’S INVESTMENT IN THE ENTITY (UNLESS REGISTERED UNDER THE INVESTMENT COMPANY ACT
OF 1940, AS AMENDED).



     NEITHER THIS CLASS A NOTE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED TO AN EMPLOYEE BENEFIT
PLAN, TRUST OR ACCOUNT SUBJECT TO ERISA OR DESCRIBED IN SECTION 4975(e)(1) OF THE CODE.



     ANY TRANSFER OF A DIRECT OR INDIRECT INTEREST IN THIS CLASS A NOTE IS SUBJECT TO THE
PROVISIONS OF THE INDENTURE AND SUBJECT TO CERTAIN LIMITATIONS THEREIN SET FORTH, INCLUDING
SECTIONS 2.02 AND 8.07 OF THE INDENTURE SUPPLEMENT.



A-1-1









 





     THE OUTSTANDING PRINCIPAL BALANCE OF THIS CLASS A NOTE WILL BE REDUCED FROM TIME TO TIME BY
DISTRIBUTIONS ON THIS CLASS A NOTE ALLOCABLE TO PRINCIPAL. IN ADDITION, THE PRINCIPAL BALANCE OF
THIS CLASS A NOTE MAY BE INCREASED AT THE REQUEST OF THE TRANSFEROR SUBJECT TO CERTAIN TERMS AND
CONDITIONS SET FORTH IN THE AMENDED AND RESTATED SERIES 2007-A INDENTURE SUPPLEMENT REFERRED TO
HEREIN. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CLASS A NOTES, THE OUTSTANDING
PRINCIPAL BALANCE OF THIS CLASS A NOTE MAY BE DIFFERENT FROM THE PRINCIPAL BALANCE SHOWN BELOW.
ANYONE ACQUIRING THIS CLASS A NOTE MAY ASCERTAIN THE CURRENT OUTSTANDING PRINCIPAL BALANCE OF THIS
CLASS A NOTE BY INQUIRY OF THE INDENTURE TRUSTEE. ON THE DATE OF THE INITIAL ISSUANCE OF THE CLASS
A NOTES, THE INDENTURE TRUSTEE IS WELLS FARGO BANK, NATIONAL ASSOCIATION.



A-1-2









 





PRINCIPAL BALANCE $[100,000,000]



REGISTERED

No. R-1




NORDSTROM CREDIT CARD MASTER NOTE TRUST II

SERIES 2007-A ASSET BACKED VARIABLE FUNDING NOTE, CLASS A




     Nordstrom Credit Card Master Note Trust II (herein referred to as the “Issuer” or the
“Trust”), a Delaware statutory trust governed by the Amended and Restated Trust Agreement, dated as
of May 1, 2007, between Nordstrom Credit Card Receivables II LLC and Wilmington Trust Company, for
value received, hereby promises to pay to [JPMorgan Chase Bank, National Association], or its
registered assigns, subject to the following provisions, the principal sum of [ONE HUNDRED MILLION
DOLLARS], or such greater or lesser amount as determined in accordance with the Indenture (as
defined herein), on the Distribution Date occurring in the thirty sixth calendar month following
the earlier to occur of (x) the commencement of the Scheduled Amortization Period and (y) the
commencement of the Early Amortization Period (the “Series 2007-A Final Maturity Date”). The
Issuer will pay interest on the unpaid principal amount of this Class A Note at the Class A Note
Rate on each Distribution Date until the principal amount of this Class A Note is paid in full.
Interest on this Class A Note will accrue at the Class A Note Rate for each Distribution Date from,
and including, the prior Distribution Date on which interest has been paid to but excluding the
current Distribution Date or, in the case of the first Distribution Date or if no interest has yet
been paid, from, and including, November 13, 2009. Interest will be computed on the basis of a
360-day year and the actual number of days elapsed. Principal of this Class A Note shall be paid
in the manner specified on the reverse hereof.



     The principal of and interest on this Class A Note are payable in such coin or currency of the
United States as at the time of payment is legal tender for payment of public and private debts.



     Reference is made to the further provisions of this Class A Note set forth on the reverse
hereof, which shall have the same effect as though fully set forth on the face of this Class A
Note.



     Unless the certificate of authentication hereon has been executed by or on behalf of the
Indenture Trustee, by manual signature, this Class A Note shall not be entitled to any benefit
under the Master Indenture or the Indenture Supplement referred to on the reverse hereof, or be
valid for any purpose.



A-1-3









 





     IN WITNESS WHEREOF, the Issuer has caused this Class A Note to be duly executed.



Dated: November 13, 2009




	 	 	 	 	 	 	 
	 	 	NORDSTROM CREDIT CARD MASTER NOTE TRUST II, as Issuer	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	WILMINGTON TRUST COMPANY, not in
 its individual
capacity but solely as Owner Trustee under the
Trust Agreement	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title	 	 






INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION




     This is one of the Class A Notes described in the within-mentioned Indenture.



	 	 	 	 	 	 	 
	 	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Indenture Trustee,	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Authorized Signatory
	 	 






A-1-4









 





NORDSTROM CREDIT CARD MASTER NOTE TRUST II

SERIES 2007-A ASSET BACKED VARIABLE FUNDING NOTE, CLASS A




Summary of Terms and Conditions




     This Class A Note is one of a duly authorized issue of Notes of the Issuer, designated as
Nordstrom Credit Card Master Note Trust II, Series 2007-A Asset Backed Variable Funding Notes (the
“Series 2007-A Notes”), issued pursuant to the Amended and Restated Master Indenture, dated as of
May 1, 2007 (the “Master Indenture”), between the Issuer and Wells Fargo Bank, National
Association, as trustee (the “Indenture Trustee”), as supplemented by the Amended and Restated
Series 2007-A Indenture Supplement, dated as of November 13, 2009 (the “Indenture Supplement” and,
together with the Master Indenture, (the “Indenture”), between the Issuer and the Indenture
Trustee, and representing the right to receive certain payments from the Issuer. The Class A Notes
are subject to all of the terms of the Indenture. Capitalized terms used herein that are not
otherwise defined shall have the meanings ascribed thereto in the Indenture. In the event of any
conflict or inconsistency between the Indenture and this Note, the Indenture shall control. The
Class B Notes will also be issued under the Indenture.



     The Noteholder, by its acceptance of this Class A Note, agrees that it will look solely to the
property of the Trust allocated to the payment of this Class A Note for payment hereunder and that
the Indenture Trustee is not liable to the Noteholders for any amount payable under the Class A
Notes or the Indenture or, except as expressly provided in the Indenture, subject to any liability
under the Indenture.



     This Class A Note does not purport to summarize the Indenture and reference is made to the
Indenture for the interests, rights and limitations of rights, benefits, obligations and duties
evidenced thereby, and the rights, duties and immunities of the Indenture Trustee.



     The Class A Note Initial Principal Balance is $0. The Class A Note Principal Balance on any
date will be an amount equal the excess of (i) the sum of the (a) Class A Note Initial Principal
Balance and (b) aggregate amount of Principal Balance Increases allocated to the Class A Notes made
on or prior to such date over (ii) the aggregate amount of principal payments made to the Class A
Noteholders on or prior to such date.



     The Series 2007-A Final Maturity Date means the Distribution Date occurring in the thirty
sixth calendar month following the earlier to occur of (x) the commencement of the Scheduled
Amortization Period and (y) the commencement of the Early Amortization Period.. Payments of
principal of the Class A Notes shall be payable in accordance with the provisions of the Indenture.



     Subject to the terms and conditions of the Indenture, the Transferor may, from time to time,
direct the Owner Trustee, on behalf of the Trust, to issue one or more new Series of Notes.



     On each Distribution Date, the Paying Agent shall distribute to each Class A Noteholder of
record on the related Record Date (except for the final distribution in respect of this Class A
Note) such Class A Noteholder’s pro rata share of the amounts held by the Paying Agent that are
allocated and available on such Distribution Date to pay interest and principal on the Class A
Notes pursuant to the Indenture Supplement. Except as provided in the Indenture with respect to



A-1-5









 







a final distribution, distributions to Class A Noteholders shall be made by (i) wire transfer
to each Class A Noteholder at the account specified by the Class A Agent to the Indenture Trustee
and the Servicer and (ii) without presentation or surrender of any Class A Note or the making of
any notation thereon. Final payment of this Class A Note will be made only upon presentation and
surrender of this Class A Note at the office or agency specified in the notice of final
distribution delivered by the Indenture Trustee to the Class A Noteholders in accordance with the
Indenture.



     On any day occurring on or after the date on which the outstanding principal balance of the
Series 2007-A Notes is reduced to 10% or less of the highest outstanding principal balance of the
Series 2007-A Notes during the Revolving Period, at any time on or after the Closing Date, the
Servicer shall have the option to redeem the Series 2007-A Notes if it has determined, in its sole
estimation, that the cost of servicing the related Receivables is unduly burdensome in relation to
the benefit, at a purchase price equal to, if such day is (i) a Distribution Date, the Reassignment
Amount for such Distribution Date or (ii) not a Distribution Date, the Reassignment Amount for the
immediately succeeding Distribution Date.



     This Class A Note does not represent an obligation of, or an interest in, the Transferor, the
Servicer or any of their respective Affiliates and is not insured or guaranteed by the Federal
Deposit Insurance Corporation or any other governmental agency or instrumentality.



     Each Class A Noteholder, by accepting a Class A Note, hereby covenants and agrees that it will
not at any time institute against the Issuer or the Transferor, or join in instituting against the
Issuer or the Transferor, any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings, or other proceedings under any United States federal or state bankruptcy or similar
law.



     Except as otherwise provided in the Indenture Supplement, the Class A Notes are issuable only
in minimum denominations of $1,000 and integral multiples of $1,000. The transfer of this Class A
Note shall be registered in the Note Register upon surrender of this Class A Note for registration
of transfer at any office or agency maintained by the Transfer Agent and Registrar accompanied by a
written instrument of transfer, in a form satisfactory to the Indenture Trustee or the Transfer
Agent and Registrar, duly executed by the Class A Noteholder or such Class A Noteholder’s attorney,
and duly authorized in writing with such signature guaranteed, and thereupon one or more new
Class A Notes in any authorized denominations of like aggregate principal amount will be issued to
the designated transferee or transferees.



     As provided in the Indenture and subject to certain limitations therein set forth, Class A
Notes are exchangeable for new Class A Notes in any authorized denominations and of like aggregate
principal amount, upon surrender of such Class A Notes to be exchanged at the office or agency of
the Transfer Agent and Registrar. No service charge may be imposed for any such exchange but the
Issuer or Transfer Agent and Registrar may require payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in connection therewith.



A-1-6









 





     The Issuer, the Transferor, the Indenture Trustee and any agent of the Issuer, Transferor or
the Indenture Trustee shall treat the Person in whose name this Class A Note is registered as the
owner hereof for all purposes, and neither the Issuer, the Transferor, the Indenture Trustee nor
any agent of the Issuer, Transferor or the Indenture Trustee shall be affected by notice to the
contrary.



     THIS CLASS A NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE
GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL
BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.



A-1-7









 





ASSIGNMENT



Social Security or other identifying number of assignee                                                             



FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto



                                                                     
                                                   

                (name and address of assignee)



the within certificate and all rights thereunder, and hereby irrevocably constitutes and appoints
                                        , attorney, to transfer said certificate on the books kept for registration
thereof, with full power of substitution in the premises.




	 	 	 
	Dated:                     

	 	                                                                         
       1
	 

	 	Signature Guaranteed:








 




			
	1	 	NOTE: The signature to this assignment must correspond
with the name of the registered owner as it appears on the face of the within
Note in every particular, without alteration, enlargement or any change
whatsoever.





A-1-8









 





EXHIBIT A-2




FORM OF

SERIES 2007-A ASSET BACKED VARIABLE FUNDING NOTE, CLASS B




     THIS CLASS B NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS CLASS B
NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAW OF ANY
STATE AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN A TRANSACTION EXEMPT
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS TO
(1) NORDSTROM FSB OR ANY AFFILIATE THEREOF, (2) A PERSON WHO THE HOLDER REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING THEREOF IN RULE 144A UNDER THE SECURITIES ACT
(“RULE 144A”) IN COMPLIANCE WITH RULE 144A OR (3) A PERSON WHO IS AN INSTITUTIONAL “ACCREDITED
INVESTOR” AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT, IN EACH CASE IN
COMPLIANCE WITH THE CERTIFICATION AND OTHER REQUIREMENTS SPECIFIED IN THE AMENDED AND RESTATED
SERIES 2007-A INDENTURE SUPPLEMENT REFERRED TO HEREIN. NONE OF THE ISSUER, THE TRANSFEROR, THE
TRANSFER AGENT AND REGISTRAR OR THE INDENTURE TRUSTEE IS OBLIGATED TO REGISTER THE CLASS B NOTES
UNDER THE SECURITIES ACT OR ANY OTHER STATE SECURITIES LAW.



     EACH PURCHASER REPRESENTS AND WARRANTS, FOR THE BENEFIT OF NORDSTROM CREDIT CARD MASTER NOTE
TRUST II, NORDSTROM FSB AND NORDSTROM CREDIT CARD RECEIVABLES II LLC, THAT SUCH PURCHASER IS NOT
(1) AN EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”)) WHICH IS SUBJECT TO THE PROVISIONS OF ERISA, (2) A PLAN (AS
DEFINED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OTHER
THAN A GOVERNMENTAL OR CHURCH PLAN DESCRIBED IN SECTION 4975(g)(2) OR (3) OF THE CODE) WHICH IS
SUBJECT TO SECTION 4975 OF THE CODE, OR (3) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS
BY REASON OF A PLAN’S INVESTMENT IN THE ENTITY (UNLESS REGISTERED UNDER THE INVESTMENT COMPANY ACT
OF 1940, AS AMENDED).



     NEITHER THIS CLASS B NOTE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED TO AN EMPLOYEE BENEFIT
PLAN, TRUST OR ACCOUNT SUBJECT TO ERISA OR DESCRIBED IN SECTION 4975(e)(1) OF THE CODE.



     ANY TRANSFER OF A DIRECT OR INDIRECT INTEREST IN THIS CLASS B NOTE IS SUBJECT TO THE
PROVISIONS OF THE INDENTURE AND SUBJECT TO CERTAIN LIMITATIONS THEREIN SET FORTH, INCLUDING
SECTIONS 2.02 AND 8.07 OF THE INDENTURE SUPPLEMENT.



A-2-1









 





     THE OUTSTANDING PRINCIPAL BALANCE OF THIS CLASS B NOTE WILL BE REDUCED FROM TIME TO TIME BY
DISTRIBUTIONS ON THIS CLASS B NOTE ALLOCABLE TO PRINCIPAL. IN ADDITION, THE PRINCIPAL BALANCE OF
THIS CLASS B NOTE MAY BE INCREASED AT THE REQUEST OF THE TRANSFEROR SUBJECT TO CERTAIN TERMS AND
CONDITIONS SET FORTH IN THE AMENDED AND RESTATED SERIES 2007-A INDENTURE SUPPLEMENT REFERRED TO
HEREIN. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CLASS B NOTES, THE OUTSTANDING
PRINCIPAL BALANCE OF THIS CLASS B NOTE MAY BE DIFFERENT FROM THE PRINCIPAL BALANCE SHOWN BELOW.
ANYONE ACQUIRING THIS CLASS B NOTE MAY ASCERTAIN THE CURRENT OUTSTANDING PRINCIPAL BALANCE OF THIS
CLASS B NOTE BY INQUIRY OF THE INDENTURE TRUSTEE. ON THE DATE OF THE INITIAL ISSUANCE OF THE CLASS
B NOTES, THE INDENTURE TRUSTEE IS WELLS FARGO BANK, NATIONAL ASSOCIATION.



A-2-2









 





PRINCIPAL BALANCE $97,403,629.61



REGISTERED

No. R-1




NORDSTROM CREDIT CARD MASTER NOTE TRUST II

SERIES 2007-A ASSET BACKED VARIABLE FUNDING NOTE, CLASS B




     Nordstrom Credit Card Master Note Trust II (herein referred to as the “Issuer” or the
“Trust”), a Delaware statutory trust governed by the Amended and Restated Trust Agreement dated as
of May 1, 2007, between Nordstrom Credit Card Receivables II LLC and Wilmington Trust Company, for
value received, hereby promises to pay to Nordstrom Credit Card Receivables II LLC, or its
registered assigns, subject to the following provisions, the principal sum of NINETY SEVEN MILLION
FOUR HUNDRED THREE THOUSAND SIX HUNDRED TWENTY NINE DOLLARS AND SIXTY ONE CENTS, or such greater or
lesser amount as determined in accordance with the Indenture (as defined herein), on the Series
2007-A Final Maturity Date. The Issuer will pay interest on the unpaid principal amount of this
Class B Note at the Class B Note Rate on each Distribution Date until the principal amount of this
Class B Note is paid in full. Interest on this Class B Note will accrue at the Class B Note Rate
for each Distribution Date from, and including, the prior Distribution Date on which interest has
been paid to but excluding the current Distribution Date or, in the case of the first Distribution
Date or if no interest has yet been paid, from, and including, November 13, 2009. Interest will be
computed on the basis of a 360-day year and the actual number of days elapsed. Principal of this
Class B Note shall be paid in the manner specified on the reverse hereof.



     The principal of and interest on this Class B Note are payable in such coin or currency of the
United States as at the time of payment is legal tender for payment of public and private debts.



     Reference is made to the further provisions of this Class B Note set forth on the reverse
hereof, which shall have the same effect as though fully set forth on the face of this Class B
Note.



     Unless the certificate of authentication hereon has been executed by or on behalf of the
Indenture Trustee, by manual signature, this Class B Note shall not be entitled to any benefit
under the Indenture or the Indenture Supplement referred to on the reverse hereof, or be valid for
any purpose.



     THIS CLASS B NOTE IS SUBORDINATED TO THE EXTENT NECESSARY TO FUND PAYMENT ON THE CLASS A NOTES
TO THE EXTENT SPECIFIED IN THE AMENDED AND RESTATED SERIES 2007-A INDENTURE SUPPLEMENT.



A-2-3









 





     IN WITNESS WHEREOF, the Issuer has caused this Class B Note to be duly executed.



Dated:                     ,      




	 	 	 	 	 	 	 
	 	 	NORDSTROM CREDIT CARD MASTER NOTE TRUST II,


as Issuer	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	WILMINGTON TRUST COMPANY, not in
 its individual
capacity but solely as Owner Trustee under the
Trust Agreement	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title	 	 






A-2-4









 





INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION




     This is one of the Class B Notes described in the within-mentioned Indenture.



	 	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Indenture Trustee,

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 



A-2-5









 








NORDSTROM CREDIT CARD MASTER NOTE TRUST II

SERIES 2007-A ASSET BACKED VARIABLE FUNDING NOTE, CLASS B




Summary of Terms and Conditions





     This Class B Note is one of a duly authorized issue of Notes of the Issuer, designated as
Nordstrom Credit Card Master Note Trust II, Series 2007-A Asset Backed Variable Funding Notes (the
“Series 2007-A Notes”), issued pursuant to the Amended and Restated Master Indenture, dated as of
May 1, 2007 (the “Master Indenture”), between the Issuer and Wells Fargo Bank, National
Association, as the Indenture Trustee (the “Indenture Trustee”), as supplemented by the Amended and
Restated Series 2007-A Indenture Supplement, dated as of November 13, 2009 (the “Indenture
Supplement” and, together with the Master Indenture, (the “Indenture”), between the Issuer and the
Indenture Trustee, and representing the right to receive certain payments from the Issuer. The
Class B Notes are subject to all of the terms of the Indenture. Capitalized terms used herein that
are not otherwise defined shall have the meanings ascribed thereto in the Indenture. In the event
of any conflict or inconsistency between the Indenture and this Note, the Indenture shall control.
The Class A Notes will also be issued under the Indenture.



     The Noteholder, by its acceptance of this Class B Note, agrees that it will look solely to the
property of the Trust allocated to the payment of this Class B Note for payment hereunder and that
the Indenture Trustee is not liable to the Noteholders for any amount payable under the Class B
Note or the Indenture or, except as expressly provided in the Indenture, subject to any liability
under the Indenture.



     This Class B Note does not purport to summarize the Indenture and reference is made to the
Indenture for the interests, rights and limitations of rights, benefits, obligations and duties
evidenced thereby, and the rights, duties and immunities of the Indenture Trustee.



     The Class B Note Initial Principal Balance is $0. The Class B Note Principal Balance on any
date will be an amount equal to the excess of (i) the sum of the (a) Class B Note Initial Principal
Balance and (b) aggregate amount of Principal Balance Increases allocated to the Class B Note made
on or prior to such date over (ii) the aggregate amount of principal payments made to the Class B
Noteholders on or prior to such date.



     The Series 2007-A Final Maturity Date means means the Distribution Date occurring in the
thirty sixth calendar month following the earlier to occur of (x) the commencement of the Scheduled
Amortization Period and (y) the commencement of the Early Amortization Period. Payments of
principal of the Class B Notes shall be payable in accordance with the provisions of the Indenture.



     Subject to the terms and conditions of the Indenture, the Transferor may, from time to time,
direct the Owner Trustee, on behalf of the Trust, to issue one or more new Series of Notes.



     On each Distribution Date, the Paying Agent shall distribute to each Class B Noteholder of
record on the related Record Date (except for the final distribution in respect of this Class B
Note) such Class B Noteholder’s pro rata share of the amounts held by the Paying Agent that are
allocated and available on such Distribution Date to pay interest and principal on the Class B
Notes pursuant to the Indenture Supplement. Except as provided in the Indenture with respect to



A-2-6









 







a final distribution, distributions to Class B Noteholders shall be made by (i) wire transfer
to each Class B Noteholder at the account specified by the Class B Noteholders to the Indenture
Trustee and the Servicer and (ii) without presentation or surrender of any Class B Note or the
making of any notation thereon. Final payment of this Class B Note will be made only upon
presentation and surrender of this Class B Note at the office or agency specified in the notice of
final distribution delivered by the Indenture Trustee to the Class B Noteholders in accordance with
the Indenture.



     On any day occurring on or after the date on which the outstanding principal balance of the
Series 2007-A Notes is reduced to 10% or less of the highest outstanding principal balance of the
Series 2007-A Notes during the Revolving Period, at any time on or after the Closing Date, the
Servicer shall have the option to redeem the Series 2007-A Notes if it has determined, in its sole
estimation, that the cost of servicing the related Receivables is unduly burdensome in relation to
the benefit, at a purchase price equal to, if such day is (i) a Distribution Date, the Reassignment
Amount for such Distribution Date or (ii) not a Distribution Date, the Reassignment Amount for the
immediately succeeding Distribution Date.



     This Class B Note does not represent an obligation of, or an interest in, the Transferor, the
Servicer or any of their respective Affiliates and is not insured or guaranteed by the Federal
Deposit Insurance Corporation or any other governmental agency or instrumentality.



     Each Class B Noteholder, by accepting a Class B Note, hereby covenants and agrees that it will
not at any time institute against the Issuer or the Transferor, or join in instituting against the
Issuer or the Transferor, any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings, or other proceedings under any United States federal or state bankruptcy or similar
law.



     Except as otherwise provided in the Indenture Supplement, the Class B Notes are issuable only
in minimum denominations of $1,000 and integral multiples of $1,000. The transfer of this Class B
Note shall be registered in the Note Register upon surrender of this Class B Note for registration
of transfer at any office or agency maintained by the Transfer Agent and Registrar accompanied by a
written instrument of transfer, in a form satisfactory to the Indenture Trustee or the Transfer
Agent and Registrar, duly executed by the Class B Noteholder or such Class B Noteholder’s attorney,
and duly authorized in writing with such signature guaranteed, and thereupon one or more new
Class B Notes in any authorized denominations of like aggregate principal amount will be issued to
the designated transferee or transferees.



     As provided in the Indenture and subject to certain limitations therein set forth, Class B
Notes are exchangeable for new Class B Notes in any authorized denominations and of like aggregate
principal amount, upon surrender of such Class B Notes to be exchanged at the office or agency of
the Transfer Agent and Registrar. No service charge may be imposed for any such exchange but the
Issuer or Transfer Agent and Registrar may require payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in connection therewith.



     The Issuer, the Transferor, the Indenture Trustee and any agent of the Issuer, Transferor or
the Indenture Trustee shall treat the Person in whose name this Class B Note is registered as



A-2-7









 







the owner hereof for all purposes, and neither the Issuer, the Transferor, the Indenture
Trustee nor any agent of the Issuer, Transferor or the Indenture Trustee shall be affected by
notice to the contrary.



     THIS CLASS B NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE
GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL
BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.



A-2-8









 





ASSIGNMENT



Social Security or other identifying number of assignee                                                             



FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto



                                                                     
                               

                (name and address of assignee)



the within certificate and all rights thereunder, and hereby irrevocably constitutes and appoints
                                        , attorney, to transfer said certificate on the books kept for registration
thereof, with full power of substitution in the premises.




	 	 	 
	Dated:                     

	 	                                                            1
	 

	 	Signature Guaranteed:








 




			
	1	 	NOTE: The signature to this assignment must correspond
with the name of the registered owner as it appears on the face of the within
Note in every particular, without alteration, enlargement or any change
whatsoever.





A-2-9









 





EXHIBIT B




FORM OF MONTHLY SERVICER REPORT




MONTHLY SERVICER REPORT




NORDSTROM CREDIT CARD MASTER NOTE TRUST II




SERIES 2007-A




FOR THE mm/dd/yyyy – mm/dd/yyyy REPORTING PERIOD




     Pursuant to the Amended and Restated Master Indenture, dated as of May 1, 2007 (as amended,
supplemented, or modified from time to time, the “Master Indenture”), between Nordstrom Credit Card
Master Note Trust II (the “Trust”) and Wells Fargo Bank, National Association, as indenture trustee
(the “Indenture Trustee”), as supplemented by the Amended and Restated Series 2007-A Indenture
Supplement, dated as of November 13, 2009 (the “Indenture Supplement”), between the Trust and the
Indenture Trustee, Nordstrom fsb, as Servicer (the “Servicer”) under the Amended and Restated
Transfer and Servicing Agreement, dated as of May 1, 2007 (the “Transfer and Servicing Agreement”),
among Nordstrom Credit Card Receivables II LLC, as Transferor, the Servicer, the Trust and Wells
Fargo Bank, National Association, as Indenture Trustee, is required to prepare certain information
each month regarding current distributions to the Series 2007-A Noteholders and the performance of
the Trust during the previous month. Capitalized terms used in this Monthly Statement have their
respective meanings set forth in the Master Indenture and the Series 2007-A Indenture Supplement.



	 	 	 	 	 
	A. Summary of Distributions to Noteholders
	 	 	 	 
	 
	 	 	 	 
	1 Class A Interest related to the mm/dd/yyyy-mm/dd/yyyy Interest Period
	 	 	 	 
	2 Principal Due to Class A Noteholders
	 	 	 	 
	3 Total Distribution to Class A Noteholders
	 	 	 	 
	4 Class B Interest related to the mm/dd/yyyy-mm/dd/yyyy Interest Period
	 	 	 	 
	5 Principal Due to Class B Noteholders
	 	 	 	 
	6 Total Distribution to Class B Noteholders
	 	 	 	 
	7 Total interest payment to Noteholders
	 	 	 	 
	8 Total principal payment to Noteholders
	 	 	 	 
	9 Total payment to Noteholders
	 	 	 	 
	 
	 	 	 	 
	B. Portfolio Summary
	 	 	 	 
	10 Principal receivables at the beginning of the month
	 	 	 	 
	11 Discount Option Receivables at the beginning of the month
	 	 	 	 
	12 Finance Charge receivables at the beginning of the month
	 	 	 	 
	13 Total Receivables at the beginning of the month
	 	 	 	 
	14 Total Principal Receivables from Removed Accounts as of each Removal Date
	 	 	 	 
	15 Total Finance Charge Receivables from Removed Accounts as of each Removal
Date
	 	 	 	 
	16 Total Receivables from Accounts Removed during the month
	 	 	 	 






B-1









 






	 	 	 	 	 
	17 Total Principal Receivables from Added Accounts as of each Addition Date
	 	 	 	 
	18 Total Finance Charge Receivables from Added Accounts as of each Addition Date
	 	 	 	 
	19 Total Receivables from Accounts Added during the month
	 	 	 	 
	20 Principal receivables at the end of the month
	 	 	 	 
	21 Discount Option Receivables at the end of the month
	 	 	 	 
	22 Finance charge receivables at the end of the month
	 	 	 	 
	23 Total Receivables at the end of the month
	 	 	 	 
	 
	 	 	 	 
	C. Invested Amounts and Investor Percentages
	 	 	 	 
	24 Class A Initial Principal Balance
	 	 	 	 
	25 Class B Initial Principal Balance
	 	 	 	 
	26 Initial Invested Amount
	 	 	 	 
	27 Class A balance at the beginning of the month
	 	 	 	 
	28 Change to Class A balance during the month
	 	 	 	 
	29 Class A balance at the end of the month
	 	 	 	 
	30 Average Daily Class A balance during the month
	 	 	 	 
	31 Class B balance at the beginning of the month
	 	 	 	 
	32 Change to Class B balance during the month
	 	 	 	 
	33 Class B balance at the end of the month
	 	 	 	 
	34 Average Daily Class B balance during the month
	 	 	 	 
	35 Unreimbursed Reallocated Principal Collections
	 	 	 	 
	36 Unreimbursed Charge-offs
	 	 	 	 
	37 Invested Amount at the end of the month
	 	 	 	 
	38 Principal Funding Account Balance at the end of the month
	 	 	 	 
	39 Adjusted Invested Amount at the end of the month
	 	 	 	 
	40 Floating Investor Percentage
	 	 	 	 
	41 Fixed Investor Percentage
	 	 	 	 
	 
	 	 	 	 
	D. Transferor’s Interest, Special Funding Account, and Invested Amount of all other Series
	 	 	 	 
	42 Invested Amount of all other Series at the end of the month
	 	 	 	 
	43 Special Funding Account Balance at the end of the month
	 	 	 	 
	44 Transferor’s Interest at the end of the month
	 	 	 	 
	45 Required Transferor’s Interest at the end of the month
	 	 	 	 
	 
	 	 	 	 
	E. Portfolio Performance Summary
	 	 	 	 
	 
	 	 	 	 
	Collections
	 	 	 	 
	 
	 	 	 	 
	46 Collections of Principal Receivables
	 	 	 	 
	47 Collections of Finance Charge Receivables
	 	 	 	 
	48 Collections of Discount Option Receivables
	 	 	 	 
	49 Total Collections
	 	 	 	 
	 
	 	 	 	 
	Credit Quality
	 	 	 	 
	 
	 	 	 	 






B-2









 






	 	 	 	 	 
	50 Defaulted Receivables during the month
	 	 	 	 
	51 Recoveries during the month
	 	 	 	 
	52 Current
	 	 	%	 
	53 1-30 days past due
	 	 	%	 
	54 31-60 days past due
	 	 	%	 
	55 61-90 days past due
	 	 	%	 
	56 91-120 days past due
	 	 	%	 
	57 121- 150 days past due
	 	 	%	 
	58 151+ days past due
	 	 	%	 
	59 Total Receivables
	 	 	%	 
	60 Total 31+ days past due
	 	 	%	 
	61 Investor Default Amount
	 	 	 	 
	62 Monthly Servicing Fee
	 	 	 	 
	 
	 	 	 	 
	F. Application of Finance Charge Collections
	 	 	 	 
	63 Investor Finance Charge Collections
	 	 	 	 
	64 Excess Finance Charge Allocations
	 	 	 	 
	65 Available Finance Charge Collections
	 	 	 	 
	66 Servicing Fee
	 	 	 	 
	67 Class A Interest for the current month
	 	 	 	 
	68 Class A Interest previously due, but not paid
	 	 	 	 
	69 Class A Additional Interest
	 	 	 	 
	70 Class B Interest for the current month
	 	 	 	 
	71 Class B Interest previously due, but not paid
	 	 	 	 
	72 Class B Additional Interest
	 	 	 	 
	73 Investor Default Amount
	 	 	 	 
	74 Investor Uncovered Dilution
	 	 	 	 
	75 Investor Charge Offs not previously reimbursed
	 	 	 	 
	76 Reallocated Principal Collections not previously reimbursed
	 	 	 	 
	77 If in default, the remaining is deemed Available Principal Collections
	 	 	 	 
	78 Transition expenses
	 	 	 	 
	79 Excess Finance Charge Collections
	 	 	 	 
	80 Excess Finance Charge Collections as % of Note Principal Balance
	 	 	 	 
	 
	 	 	 	 
	G. Principal Collections
	 	 	 	 
	81 Investor Principal Collections
	 	 	 	 
	82 Reallocated Principal Collections
	 	 	 	 
	83 Shared Principal Collections from other Principal Sharing Series
	 	 	 	 
	84 Finance Charge Collections to be treated as Principal Collections
	 	 	 	 
	85 Available Principal Collections
	 	 	 	 
	 
	 	 	 	 
	H. Portfolio Calculations
	 	 	 	 
	86 Current month Base Rate
	 	 	 	 
	87 Prior month Base Rate
	 	 	 	 
	88 Two month prior Base Rate
	 	 	 	 






B-3









 






	 	 	 	 	 
	89 Three month average Base Rate
	 	 	 	 
	90 Current month Portfolio Yield
	 	 	 	 
	91 Prior month Portfolio Yield
	 	 	 	 
	92 Two month prior Portfolio Yield
	 	 	 	 
	93 Three month average Portfolio Yield
	 	 	 	 
	94 3 month average Portfolio Adjusted Yield
	 	 	 	 
	95 Gross Yield
	 	 	 	 
	96 Net Default Rate
	 	 	 	 
	97 31+ Delinquency Rate
	 	 	 	 
	98 Payment Rate (monthly)
	 	 	 	 
	99 Excess Yield
	 	 	 	 
	100 Class A Note Rate
	 	 	 	 
	101 Class B Note Rate
	 	 	 	 
	102 Beginning Number of Accounts
	 	 	 	 
	103 Change in Number of Accounts
	 	 	 	 
	104 Ending Number of Accounts
	 	 	 	 
	105 Number of Active Accounts
	 	 	 	 
	 
	 	 	 	 
	I. Portfolio Concentrations
	 	 	 	 
	106 Receivables arising from Employee Accounts
	 	 	 	 
	107 As a Percent of Total Receivables
	 	 	 	 
	108 Maximum concentration per Transfer & Servicing Agreement
	 	 	 	 
	109 As a Percent of Total Receivables
	 	 	 	 
	110 Amount of Receivables deemed Ineligible
	 	 	 	 
	111 Receivables arising from Foreign Accounts
	 	 	 	 
	112 As a Percent of Total Receivables
	 	 	 	 
	113 Maximum concentration per Transfer & Servicing Agreement
	 	 	 	 
	114 As a Percent of Total Receivables
	 	 	 	 
	115 Amount of Receivables deemed Ineligible
	 	 	 	 
	116 Receivables Past Due > 150 Days, deemed Defaulted in current month
	 	 	 	 






     IN WITNESS WHEREOF, the undersigned has duly executed this certificate this            day of           ,
200     .



	 	 	 	 	 
	 	NORDSTROM fsb

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




B-4









 








EXHIBIT C




FORM OF INVESTMENT LETTER




                    , 20     




Nordstrom fsb

13531 East Caley Avenue

Centennial, Colorado 80111

Attn: Legal Department




Wells Fargo Bank, National Association,

   as Indenture Trustee

625 Marquette Avenue

MAC N9311-161

Minneapolis, Minnesota 55479

Attn: Corporate Trust Services-Asset Backed Administration





				
	 	Re:	 	Nordstrom Credit Card Master Note Trust II

Series 2007-A Asset Backed Variable Funding Notes (the “Notes”)





Ladies and Gentlemen:





     This letter (the “Investment Letter”) is delivered by                                          (the “Purchaser”)
pursuant to Section 8.07(c) of the Amended and Restated Series 2007-A Indenture Supplement, dated
as of November 13, 2009 (the “Indenture Supplement”), between Nordstrom Credit Card Master Note
Trust II (the “Trust”) and Wells Fargo Bank, National Association, as trustee (the “Indenture
Trustee”), to the Amended and Restated Master Indenture, dated as of May 1, 2007 (the “Master
Indenture” and, together with the Indenture Supplement, the “Indenture”), between the Trust and the
Indenture Trustee. Capitalized terms used herein that are not otherwise defined shall have the
meanings ascribed thereto in the Indenture. The Purchaser represents to the Transferor and the
Indenture Trustee as follows:




     (i) The Purchaser has such knowledge and experience in financial and business matters
as to be capable of evaluating the merits and risks of an investment in the Notes and the
Purchaser is able to bear the economic risk of such investment.




     (ii) The Purchaser has reviewed the Indenture and the Transfer and Servicing Agreement
(including the respective schedules and exhibits thereto) and has 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 Notes.




     (iii) The Purchaser is not acquiring the Notes as an agent or otherwise for any other
Person, other than as provided in the Note Purchase Agreement.




     (iv) The Purchaser is a                      corporation.



C-1









 






     (v) The Purchaser 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. The Purchaser understands that the offering and sale of the Notes have not been and
will not be registered under the Securities Act of 1933, as amended, and have not and will
not be registered or qualified under any applicable state securities laws, and that the
offering and sale of the Notes have not been reviewed by, passed on or submitted to any
federal or state agency or commission, securities exchange or other regulatory body.




     (vi) The Purchaser is acquiring the Notes without a view to any distribution, resale or
other transfer thereof, except as contemplated by the following sentence. The Purchaser
will not resell, participate or otherwise transfer the Notes, any interest therein or any
portion thereof, unless (A) it receives a letter from the buyer or transferee thereof or
participant therein in substantially the form hereof, and (B) such sale, participation or
transfer is (i) a transaction exempt from the registration requirements of the Securities
Act of 1933, as amended, and applicable state securities or “blue sky” laws; (ii) to the
Transferor or any affiliate of the Transferor; (iii) to a person who the Purchaser and the
Agent reasonably believe is a qualified institutional buyer (within the meaning thereof in
Rule 144A under the Securities Act of 1933, as amended) that is aware that the resale or
other transfer is being made in reliance upon Rule 144A; or (iv) pursuant to Regulation S
under the Securities Act of 1933, as amended.




     (vii) The Purchaser understands that each Note will bear a legend to substantially the
following effect:




     THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE
HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAW OF
ANY STATE AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN A
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE
STATE SECURITIES LAWS TO (1) NORDSTROM FSB OR ANY AFFILIATE THEREOF, (2) A PERSON WHO THE
HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING THEREOF IN
RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) IN COMPLIANCE WITH RULE 144A OR (3) A
PERSON WHO IS AN INSTITUTIONAL “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a)(1), (2),
(3) OR (7) UNDER THE SECURITIES ACT, IN EACH CASE IN COMPLIANCE WITH THE CERTIFICATION AND
OTHER REQUIREMENTS SPECIFIED IN THE AMENDED AND RESTATED SERIES 2007-A INDENTURE SUPPLEMENT
REFERRED TO HEREIN. NONE OF THE ISSUER, THE TRANSFEROR, THE TRANSFER AGENT AND REGISTRAR OR
THE INDENTURE TRUSTEE IS OBLIGATED TO REGISTER THE NOTES UNDER THE SECURITIES ACT OR ANY
OTHER STATE SECURITIES LAW.



C-2









 






     EACH PURCHASER REPRESENTS AND WARRANTS, FOR THE BENEFIT OF NORDSTROM CREDIT CARD MASTER
NOTE TRUST II AND NORDSTROM FSB, THAT SUCH PURCHASER IS NOT (1) AN EMPLOYEE BENEFIT PLAN (AS
DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
(“ERISA”)) WHICH IS SUBJECT TO THE PROVISIONS OF ERISA, (2) A PLAN (AS DEFINED IN
SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OTHER THAN
A GOVERNMENTAL OR CHURCH PLAN DESCRIBED IN SECTION 4975(g)(2) OR (3) OF THE CODE) WHICH IS
SUBJECT TO SECTION 4975 OF THE CODE, OR (3) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN
ASSETS BY REASON OF A PLAN’S INVESTMENT IN THE ENTITY (UNLESS REGISTERED UNDER THE
INVESTMENT COMPANY ACT OF 1940, AS AMENDED).




     NEITHER THIS NOTE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED TO AN EMPLOYEE BENEFIT
PLAN, TRUST OR ACCOUNT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED, OR DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED.




     ANY TRANSFER OF A DIRECT OR INDIRECT INTEREST IN THIS NOTE IS SUBJECT TO THE PROVISIONS
OF THE INDENTURE AND SUBJECT TO CERTAIN LIMITATIONS THEREIN SET FORTH, INCLUDING SECTIONS
2.02 AND 8.07 OF THE INDENTURE SUPPLEMENT.




     THE OUTSTANDING PRINCIPAL BALANCE OF THIS NOTE WILL BE REDUCED FROM TIME TO TIME BY
DISTRIBUTIONS ON THIS NOTE ALLOCABLE TO PRINCIPAL. IN ADDITION, THE PRINCIPAL BALANCE OF
THIS NOTE MAY BE INCREASED AT THE REQUEST OF THE TRANSFEROR SUBJECT TO CERTAIN TERMS AND
CONDITIONS SET FORTH IN THE AMENDED AND RESTATED SERIES 2007-A INDENTURE SUPPLEMENT REFERRED
TO HEREIN. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE NOTES, THE OUTSTANDING
PRINCIPAL BALANCE OF THIS NOTE MAY BE DIFFERENT FROM THE INITIAL OUTSTANDING PRINCIPAL
BALANCE SHOWN BELOW. ANYONE ACQUIRING THIS NOTE MAY ASCERTAIN THE CURRENT OUTSTANDING
PRINCIPAL BALANCE OF THIS NOTE BY INQUIRY OF THE INDENTURE TRUSTEE. ON THE DATE OF THE
INITIAL ISSUANCE OF THE NOTES, THE INDENTURE TRUSTEE IS WELLS FARGO BANK, NATIONAL
ASSOCIATION.




     (viii) This Investment Letter has been duly authorized, executed and delivered and
constitutes the legal, valid and binding obligations of the Purchaser, enforceable against
the Purchaser in accordance with its terms, except as such enforceability may be limited by
receivership, conservatorship, bankruptcy, insolvency, reorganization, moratorium or similar
laws affecting the enforcement of creditors’ rights generally and general principles of
equity.



C-3









 






     (ix) The Purchaser represents and warrants that it is not (i) an employee benefit plan
(as defined in Section 3(3) of ERISA) that is subject to the provisions of Title I of ERISA,
(ii) a plan described in Section 4975(e)(1) of the Internal Revenue Code, or (iii) an entity
whose underlying assets include plan assets by reason of a plan’s investment in such entity.




     (x) The Purchaser, by its acceptance of the interest in the Notes purchased hereunder,
agrees to treat the Notes for federal, state and local income and franchise tax purposes as
indebtedness of the Transferor.




     (xi) The Purchaser shall, prior to the date on which the first interest payment
hereunder is due thereto, provide to the Servicer and the Indenture Trustee (i) if the
Purchaser is (i) incorporated or organized under the laws of a jurisdiction outside the
United States (or otherwise not a United States Person), two duly completed copies of the
United States Internal Revenue Service Form W-8ECI or successor applicable or required
forms, (ii) a United States Person, a duly completed copy of United States International
Revenue Service Form W-9 or successor applicable or required forms, and (iii) such other
forms and information as may be required to confirm the availability of any applicable
exemption from United States federal, state or local withholding taxes. The Purchaser
agrees to provide to the Servicer and Indenture Trustee like additional subsequent duly
completed forms satisfactory to the Servicer and Indenture Trustee on or before the date
that any such form expires or becomes obsolete, or upon the occurrence of any event
requiring an amendment, resubmission or change in the most recent form previously delivered
to it, and to provide such extensions or renewals as may be reasonably requested by the
Servicer or Indenture Trustee. The Purchaser certifies, represents and warrants that as of
the date of its acquisition of an interest in the Notes that (i) it is entitled (x) to
receive payments under the Indenture without deduction or withholding of any United States
federal income taxes (other than taxes required to be withheld pursuant to Section 1446 of
the Code) and (y) to an exemption from United States backup withholding tax and (ii) it will
pay any taxes attributable to its ownership of an interest in the Notes.



	 	 	 	 	 	 	 
	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 
	 	 	            
                  
                  
                  
                     ,

as Purchaser	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 







C-4









 








EXHIBIT D




FORM OF PRINCIPAL BALANCE INCREASE REQUEST




                    , 20     




Nordstrom fsb

13531 East Caley Avenue

Centennial, Colorado 80111

Attn: Legal Department




Wells Fargo Bank, National Association,

as Indenture Trustee

625 Marquette Avenue

MAC N9311-161

Minneapolis, Minnesota 55479

Attn: Corporate Trust Services-Asset Backed Administration




JPMorgan Chase Bank, N.A.

10 South Dearborn

Chicago, Illinois 60603

Attn: Asset Backed Securities





				
	 	Re:	 	Nordstrom Credit Card Master Note Trust II

Series 2007-A Asset Backed Variable Funding Notes





Dear Sirs:




     Pursuant to Section 4.09 of the Amended and Restated Series 2007-A Indenture Supplement, dated
as of November 13, 2009 (the “Indenture Supplement”), between Nordstrom Credit Card Master Note
Trust II (the “Issuer”) and Wells Fargo Bank, National Association, as Indenture Trustee (the
“Indenture Trustee”), to the Amended and Restated Master Indenture, dated as of May 1, 2007 (the
“Master Indenture” and, together with the Indenture Supplement, the “Indenture”), between the
Issuer and the Indenture Trustee, the Issuer hereby irrevocably requests a Principal Balance
Increase. Capitalized terms used herein that are not otherwise defined shall have the meanings
ascribed thereto in the Indenture.



	 	 	 	 	 
	1 Proposed Principal Balance Increase Date:                     
	 	 	 	 
	2 Amount of requested Principal Balance
Increase with respect to the Class A
Notes (lesser of minimum amount of
$                    or remaining Class A Note
Maximum Principal Balance)
	 	$	                    	 
	3 Class A Purchase Price
	 	$	                    	 
	4 Remaining Class A Note Maximum Principal
Balance (after giving effect to the
requested Principal Balance Increase)
	 	$	                    	 
	5 Amount of requested Principal Balance
Increase with respect to Class B Note
(lesser of minimum amount of $                    
or remaining Class B Note Maximum
Principal Balance)
	 	$	                    	 






D-1









 






	 	 	 	 	 
	6 Class B Purchase Price
	 	$	                    	 
	7 Remaining Class B Note Maximum Principal
Balance (after giving effect to the
requested Principal Balance Increase)
	 	$	                    	 
	8 Certifications:
	 	 	 	 







	 	(a)	 	The representations and warranties of
Nordstrom Credit Card Receivables II LLC
(“Transferor”) in the (i) Amended and
Restated Transfer and Servicing
Agreement, dated as of May 1, 2007, among
the Transferor, Nordstrom fsb, as
Servicer, and the Indenture Trustee, and
(ii) Note Purchase Agreement, dated as of
November 13, 2009 (the “Note Purchase
Agreement”), among the Transferor, the
Servicer, the “Purchasers” party thereto
and JPMorgan Chase Bank, as the “Class A
Agent,” are true and correct on the date
hereof (except to the extent they
expressly relate to an earlier or later
time).
	 
	 	(b)	 	The conditions to the Incremental Funding
specified in Section 4.09 of the
Indenture Supplement, dated as of
November 13, 2009, between the Issuer and
the Indenture Trustee have been satisfied
and/or will be satisfied as of the
applicable Incremental Funding Date.





     The Issuer requests that such increase in the Principal Balance Increase be made and the
proceeds of such increase in the Note Principal Balance be remitted on the applicable Increase Date
in immediately available funds to the Transferor, in each case in accordance with the terms and
conditions specified in the Indenture Supplement and the Note Purchase Agreement.



     Such Principal Balance Increase is requested to be made on                                         .



	 	 	 	 	 
	 	NORDSTROM fsb, as Servicer

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title 	 
	 




D-2









 








EXHIBIT E




FORM OF PRINCIPAL BALANCE INCREASE CONFIRMATION




                    , 20     




Wells Fargo Bank, National Association,

   as Indenture Trustee

625 Marquette Avenue

MAC N9311-161

Minneapolis, Minnesota 55479

Attn: Corporate Trust Services-Asset Backed Administration





				
	 	Re:	 	Nordstrom Credit Card Master Note Trust II

Series 2007-A Asset Backed Variable Funding Notes





Ladies and Gentlemen:





     Pursuant to Section 4.09(b) of the Amended and Restated Series 2007-A Indenture Supplement,
dated as of May 1, 2007 (the “Indenture Supplement”), between Nordstrom Credit Card Master Note
Trust II (the “Trust”) and Wells Fargo Bank, National Association, as Indenture Trustee (the
“Indenture Trustee”), to the Master Indenture, dated as of May 1, 2007 (the “Master Indenture” and,
together with the Indenture Supplement, the “Indenture”), between the Trust and the Indenture
Trustee, the undersigned hereby advises the Indenture Trustee that on the                      Increase Date a
Principal Balance Increase in the aggregate amount of $                    , was made by                     .
Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed
thereto in the Indenture.



	 	 	 	 	 
	 	[Name of Agent],

as Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




E-1