COMMERCIAL PAPER AGREEMENT
This will confirm our arrangement whereby Credit Suisse First Boston
Corporation ("Credit Suisse First Boston") will act as dealer in sales of
commercial paper of Nordstrom, Inc., a Washington corporation (the "Company").
In that connection, Credit Suisse First Boston may purchase such commercial
paper from the Company as principal.
It is understood that the commercial paper will have a maturity at the
time of issuance not to exceed nine months (exclusive of days of grace) and be
denominated in notes (either in separate physical form or in global form
("book-entry notes") held through the facilities of The Depository Trust
Company ("DTC")) not less than $100,000 each. Book-entry Notes will be
represented by master notes registered in the name of a nominee of DTC and
recorded in the book-entry system maintained by DTC. Credit Suisse First
Boston understands that, in connection with any issuance and sale of
commercial paper by the Company, the Company will obtain the prior advice of
its counsel that all action required by any regulatory body or bodies has been
duly taken.
The Company has authorized the use of a Commercial Paper Memorandum
("Memorandum") prepared by Credit Suisse First Boston on the basis of
information furnished by the Company. Such Memorandum may be used in
connection with the sale of the Company's commercial paper until the Company
advises Credit Suisse First Boston that an updated or revised Memorandum in a
form approved by the Company should be substituted. The Company will promptly
advise Credit Suisse First Boston of any change in its ratings or written
notification from any rating agency that such agency has its ratings under
review for possible downgrade, its financial condition or the results of its
operations which may make such updating or revision advisable, in which case
the Company will cooperate in preparing such updated or revised Memorandum.
With respect to the original Memorandum, and each updated or revised
Memorandum approved by the Company, the Company will indemnify Credit Suisse
First Boston and hold Credit Suisse First Boston harmless against any loss,
claim, liability or expense (including reasonable costs of defense) arising
out of or based upon any allegation that such Memorandum includes an untrue
statement of a material fact or omits to state any material fact necessary in
order to make the statements therein, in the light of the circumstances under
which they were made, not misleading. The foregoing indemnity shall survive
any termination of this Agreement.
Each acceptance by the Company of an offer to purchase commercial paper
notes pursuant to this Letter Agreement shall be deemed to constitute a
representation and warranty to Credit Suisse First Boston that (a) such notes,
when issued, will constitute valid and legally binding obligations of the
Company, enforceable in accordance with their terms subject to applicable
bankruptcy, insolvency and similar laws affecting creditor's rights generally,
and to general equitable principles, (b) the Memorandum (including any
documents incorporated therein by reference) at such time does not contain an
untrue statement of a material fact or omit to state a material fact necessary
in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading, (c) the Company is not an open-end
investment company, unit investment trust or face-amount certificate company
that is or is required to be registered under Section 8 of the Investment
Company Act of 1940, as amended, and (d) the Notes will be exempt from the
registration requirements of the Securities Act of 1933, as amended (the
"Act"), by reason of Section 3(a)(3) thereof. The representations, warranties
and understandings set forth in this paragraph and in
the second paragraph of this Agreement shall survive any termination of this
Agreement.
No commercial paper shall be issued until the Company and Credit Suisse
First Boston have received an opinion of counsel to the Company to the effect
that the commercial paper will be exempt from the registration requirements of
the Act by reason of Section 3(a)(3) thereunder and qualification of an
indenture in respect thereof under the Trust Indenture Act of 1939, as
amended, is not required, and covering such additional matters as Credit
Suisse First Boston may reasonably request.
The Company agrees promptly from time to time to take such action as
Credit Suisse First Boston may reasonably request to qualify the commercial
paper for offering and sale under the securities laws of such jurisdictions as
Credit Suisse First Boston may designate and to comply with such laws as long
as may be necessary for the offer and sale of commercial paper as contemplated
by this Agreement; provided, however, that the Company shall not be required
in connection therewith to qualify as a foreign corporation or to file a
general consent to service of process in any jurisdiction. The Company agrees
to reimburse Credit Suisse First Boston for all of its costs and expenses
(including reasonable attorneys' fees) incurred in connection with the
foregoing.
In addition, the Company agrees to furnish promptly to Credit Suisse
First Boston (mailed directly to the attention of its Short-Term Finance
Department) the following information:
1. All reports filed by the Company and its parent (if applicable)
with the Securities and Exchange Commission pursuant to Section
13(a) of the Exchange Act (or reasonably comparable information
if the Company and its parent (if applicable) is not subject to
such filing requirements;
2. All reports mailed to the Company's public stockholders (if any);
3. All information generally provided to securities analysts; and
4. Copies of reports submitted by the Company to the rating agencies
showing the amounts of commercial paper outstanding and the bank
lines and other liquidity sources supporting such commercial
paper.
The information described above shall be in addition to information
provided to other individuals at Credit Suisse First Boston or its affiliates.
The Company also agrees to provide such other information as Credit Suisse
First Boston's Short-Term Finance Department may reasonably request.
The Company will notify Credit Suisse First Boston promptly, to the
attention of its Short-Term Finance Department, of any change (or any advice
from a rating agency of a contemplated change) in any of its debt ratings, any
change in the aggregate size of its commercial paper program and any other
development in its affairs or in the industry or industries in which it is
engaged which has or would be likely to have a material adverse impact on the
results of its operations, its financial condition or the marketability of its
commercial paper.
This Agreement shall be governed by and construed in accordance with the law
of the State of New York.
All communications and notices pursuant to this Agreement shall be in writing
or confirmed in writing and shall be addressed (i) if to the Company, to the
Company at 1321 Second Avenue, Seattle, Washington, 98101, Attention:
Treasurer, or at such other address as may from time to time be designated by
notice by the
Company in writing; and (ii) if to Credit Suisse First Boston, to Credit
Suisse First Boston at 11 Madison Avenue, New York, New York 10010, Attention:
Short-Term Finance Department, or at such other address as many from time to
time be designated by notice by Credit Suisse First Boston in writing.
This Agreement may be terminated by the Company or by Credit Suisse First
Boston upon one business day's written notice to the other party hereto;
provided, however, that any such termination shall not affect any provisions
that this Agreement provides shall survive any termination, and such
provisions shall continue in effect following any such termination.
NORDSTROM, INC.
By /s/ John A. Goesling
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Title Executive Vice President
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Date October 2, 1997
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CREDIT SUISSE FIRST BOSTON
CORPORATION
By /s/ Helena Willner
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Title Vice President
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Date September 12, 1997
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