Exhibit 4.1
NORDSTROM 2007-A AMENDMENT NO. 1
TO NOTE PURCHASE AGREEMENT
This AMENDMENT NO. 1, dated as of
April 30, 2008 (this “ Agreement ”), is
entered into among NORDSTROM CREDIT CARD RECEIVABLES II LLC
(“ NCCR ”), NORDSTROM FSB (“ NFSB
”), NORDSTROM CREDIT, INC. (“ NCI ”),
FALCON ASSET SECURITIZATION COMPANY LLC (“ Falcon
”), and JPMORGAN CHASE BANK, N.A. (“ JPM
”).
W I T N E S S E T H:
WHEREAS, the NCCR, NFSB, NCI, Falcon
and JPM are parties to that certain Note Purchase Agreement dated
as of May 2, 2007 (as amended, supplemented or otherwise
modified from time to time, the “ Note Purchase
Agreement ”); and
WHEREAS, the parties hereto have
agreed to amend the Note Purchase Agreement on the terms and
conditions hereinafter set forth in accordance with its respective
amendment provisions.
NOW, THEREFORE, in consideration of
the agreements herein contained, and for other valuable
consideration the receipt of which is hereby acknowledged, the
parties hereto hereby agree as follows:
SECTION 1. Definitions . All
capitalized terms used but not otherwise defined herein are used as
defined in the Note Purchase Agreement.
SECTION 2. Amendments .
2.1 Amendment of Section 1.01
of the Note Purchase Agreement, “Purchase Expiration
Date” . The definition of “Purchase Expiration
Date” in Section 1.01 of the Note Purchase Agreement is
hereby amended by replacing the date “April 30,
2008” with the date “April 29, 2009”.
2.2 Amendment of Section 1.01
of the Note Purchase Agreement, “LIBOR” . Clause
(ii) of the definition of “LIBOR” in
Section 1.01 of the Note Purchase Agreement is hereby amended
by replacing “1.0%” with “3.0%”.
SECTION 3. Miscellaneous
.
3.1 Effectiveness . This
Agreement shall become effective as of April 30, 2008.
3.2 Continuing Effect of the Note
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