SECOND AMENDMENT TO CREDIT AGREEMENT
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (the "Amendment"), dated as of June
22, 1999, is entered into by and among NORDSTROM, INC., a Washington
corporation (the "Borrower"), the financial institutions and other entities
party to the Credit Agreement referred to below (the "Lenders"), and
NATIONSBANK, N.A. (successor to NationsBank of Texas, N.A.), as agent (the
"Agent") for the Lenders thereunder.
RECITALS
A. The Borrower, the Lenders, the Managing Agents and the Agent have entered
B. into a Credit Agreement dated as of July 24, 1997, as amended by a First
C. Amendment thereto dated as of September 16, 1998 (as so amended, the
D. "Credit Agreement").
B. The Borrower has requested that the Lenders amend the Minimum Net Worth
C. covenant set forth in the Credit Agreement.
C. The Lenders are willing to amend the Credit Agreement, subject to the terms
D. and conditions of this Amendment.
NOW, THEREFORE, for valuable consideration, the receipt and adequacy of which
are hereby acknowledged, the parties hereto hereby agree as follows:
1. Defined Terms. Unless otherwise defined herein, capitalized terms used
herein shall have the meanings, if any, assigned to them in the Credit
Agreement.
2. Amendments to Credit Agreement.
(a) Section 6.3.2 of the Credit Agreement shall be amended and restated in
its entirety to read as follows:
6.3.2 Minimum Net Worth. Not permit the consolidated Net Worth of the
Borrower and its Subsidiaries, as of the last day of any Fiscal Quarter, to be
less than the sum of (A) $1,000,000,000, (B) 50% of the consolidated net
income of the Borrower and its Subsidiaries for all Fiscal Quarters ended
after April 30, 1999 with respect to which such consolidated net income is a
positive number (but without reduction for any net losses for any Fiscal
Quarter ended after April 30, 1999), and (C) 50% of the amount of any net
proceeds received by the Borrower or any of its Subsidiaries after the Closing
Date in connection with the issuance of capital stock (other than capital
stock issued to the Borrower or any of its other Subsidiaries and other than
capital stock issued pursuant to any employee stock option plan).
(b) Exhibit F-6 to the Credit Agreement [Form of Compliance Certificate]
shall be amended and restated in its entirety to read as set forth in Exhibit
F-6 attached hereto.
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3. Representations and Warranties. The Borrower hereby represents and
warrants to the Agent and the Lenders as follows:
(a) Authority. The Borrower has the requisite corporate power and authority
to execute and deliver this Amendment and to perform its obligations hereunder
and under the Loan Documents (as modified hereby) to which it is a party. The
execution, delivery and performance by the Borrower of this Amendment, and the
performance by the Borrower of each Loan Document (as modified hereby) to
which it is a party have been duly approved by all necessary corporate action
of the Borrower and no other corporate proceedings on the part of the Borrower
are necessary to consummate such transactions.
(b) Enforceability. This Amendment has been duly executed and delivered by
the Borrower. This Amendment and each Loan Document (as modified hereby) to
which the Borrower is a party is the legal, valid and binding obligation of
the Borrower, enforceable against it in accordance with its terms, and is in
full force and effect.
(c) Representations and Warranties. The representations and warranties of
the Borrower contained in each Loan Document to which the Borrower is a party
(other than any such representations and warranties that, by their terms, are
specifically made as of a date other than the date hereof) are true and
correct on and as of the date hereof as though made on and as of the date
hereof.
(d) No Default. No event has occurred and is continuing that constitutes a
Default or Event of Default
(e) No Reliance. The Borrower is entering into this Amendment on the basis
of its own investigation and for its own reasons, without reliance upon the
Agent and the Lenders or any other Person.
4. Effective Date. This Amendment will become effective as of the date first
above written (the "Effective Date"), provided that each of the following
conditions precedent is satisfied:
(a) The Agent has received from the Borrower and the Required Lenders a duly
executed original (or, if elected by the Agent, an executed facsimile copy) of
this Amendment.
(b) Each of the representations and warranties in Section 3 above shall be
true and correct.
5. Reservation of Rights. The Borrower acknowledges and agrees that the
execution and delivery by the Agent and the Lenders of this Amendment shall
not be deemed to create a course of dealing or otherwise obligate the Agent or
the Lenders to enter into amendments under the same, similar or any other
circumstances in the future.
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6. Miscellaneous.
(a) Except as herein expressly amended, all terms, covenants and provisions
of the Credit Agreement are and shall remain in full force and effect and all
references therein and in the other Loan Documents to such Credit Agreement
shall henceforth refer to the Credit Agreement as amended by this Amendment.
This Amendment shall be deemed incorporated into, and a part of, the Credit
Agreement. This Amendment is a Loan Document.
(b) This Amendment shall be binding upon and inure to the benefit of the
parties hereto and to the Credit Agreement and their respective successors and
assigns. No third party beneficiaries are intended in connection with this
Amendment.
(c) This Amendment shall be governed by and construed in accordance with the
law of the State of Washington.
(d) This Amendment may be executed in any number of counterparts, each of
which shall be deemed an original, but all such counterparts together shall
constitute but one and the same instrument. Each of the parties hereto
understands and agrees that this document (and any other document required
herein) may be delivered by any party thereto either in the form of an
executed original or an executed original sent by facsimile transmission to be
followed promptly by mailing of a hard copy original, and that receipt by the
Agent of a facsimile transmitted document purportedly bearing the signature of
a Lender or the Borrower shall bind such Lender or the Borrower, respectively,
with the same force and effect as the delivery of a hard copy original. Any
failure by the Agent to receive the hard copy executed original of such
document shall not diminish the binding effect of receipt of the facsimile
transmitted executed original of such document of the party whose hard copy
page was not received by the Agent, and the Agent is hereby authorized to make
sufficient photocopies thereof to assemble complete counterparty documents.
(e) This Amendment, together with the Credit Agreement, contains the entire
and exclusive agreement of the parties hereto with reference to the matters
discussed herein and therein. This Amendment supersedes all prior drafts and
communications with respect thereto. This Amendment may not be amended except
in accordance with the provisions of Section 9.3.1 of the Credit Agreement.
(f) If any term or provision of this Amendment shall be deemed prohibited by
or invalid under any applicable law, such provision shall be invalidated
without affecting the remaining provisions of this Amendment or the Credit
Agreement, respectively.
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment as of the date first above written.
NORDSTROM, INC.
By:/s/ Michael Stein
----------------------------
Name: Michael Stein
Title: Chief Financial Officer
By:
Name:
Title:
NATIONSBANK, N.A. (successor to NationsBank of Texas, N.A.), as Agent
By:/s/ James P. Johnson
----------------------
Name: James P. Johnson
Title: Managing Director
NATIONSBANK, N.A. (successor to NationsBank of Texas, N.A.), as a Lender
By:/s/ James P. Johnson
----------------------
Name: James P. Johnson
Title: Managing Director
BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION
By:/s/ James P. Johnson
----------------------
Name: James P. Johnson
Title: Managing Director
REVOLVING COMMITMENT VEHICLE CORPORATION
By: Morgan Guaranty Trust Company of New York, as Attorney-in-fact for
Revolving Commitment Vehicle Corporation
By:/s/ David P. Weintrob
----------------------
Name: David P. Weintrob
Title: Vice President
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BANK ONE, COLORADO, N.A.
By:/s/ David L. Ericson
---------------------
Name: David L. Ericson
Title: Vice President
KEYBANK NATIONAL ASSOCIATION
By:/s/ Richard J. Ameny, Jr.
-----------------------------
Name: Richard J. Ameny, Jr.
Title: Assistant Vice President
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
By:/s/ Chad M. Kortgard
-------------------------------
Name: Chad M. Kortgard
Title: Commercial Banking Officer
PNC BANK, NATIONAL ASSOCIATION
By:/s/ Douglas S. King
--------------------
Name: Douglas S. King
Title: Vice President
U.S. BANK
By:/s/ Arnold Conrad
------------------
Name: Arnold Conrad
Title: Vice President
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Exhibit F-6
FORM OF COMPLIANCE CERTIFICATE
TO: NationsBank, N.A.
c/o Bank of America NT&SA
555 California Street
41st Floor
San Francisco, CA 94104
Attention: James P. Johnson
Reference is hereby made to the Credit Agreement, dated as of July 24, 1997
(as the same may be amended, supplemented, replaced, renewed or otherwise
modified from time to time, the "Credit Agreement"), by and among NORDSTROM,
INC., a Washington corporation (the "Borrower"), THE BANKS AND OTHER FINANCIAL
INSTITUTIONS FROM TIME TO TIME PARTIES THERETO AS LENDERS (the "Lenders"),
certain MANAGING AGENTS and NATIONSBANK, N.A. (successor to NationsBank of
Texas, N.A. (the "Agent Bank," as agent and representative for the Lenders (in
such capacity the Agent Bank or any successor in such capacity is referred to
herein as the "Agent"). Terms with initial capital letters used but not
defined herein have the meanings assigned to them in the Credit Agreement.
This Compliance Certificate is being delivered pursuant to Section 5.1.5 of
the Credit Agreement and relates to certain financial statements of the
Borrower (the "Financial Statements") as of and for periods ended ____________
(the "Financial Statement Date"). The undersigned is the [Chief Financial
Officer/President] of the Borrower, and hereby further certifies as of the
date hereof, in [his/her] capacity as an officer of the Borrower, as follows:
1. I have reviewed the terms of the Loan Documents and have made, or have
caused to be made under my supervision, a review in reasonable detail of the
transactions and condition of the Borrower and its Subsidiaries during the
accounting period covered by the Financial Statements to make the statements
contained in this Compliance Certificate. I have also made such inquiries as
have been necessary of other officers of the Borrower in order to complete
this Compliance Certificate.
2. Such review has not disclosed the existence of any Default or Event of
Default during such accounting period or as of the Financial Statement Date
F-6-1
and I do not have knowledge of the existence, as at the date of this
certificate, of any Default or Event of Default[, except as follows:1]
I hereby further certify as of the Financial Statement Date, in my capacity as
an officer of the Borrower, as follows2:
I. Section 6.3.1 Minimum Coverage Ratio for Fiscal Quarter
A. EBITDAR for Fiscal Quarter
B. Interest Expense for Fiscal Quarter
C. Rent Expense for Fiscal Quarter
D. Fixed Charge Coverage Ratio for Fiscal Quarter
E. Minimum Coverage Ratio 2.00
II. Section 6.3.2 Minimum Net Worth as of Financial Statement Date
A. Net Worth of the Borrower as of Financial Statement Date
B. Minimum Net Worth of the Borrower as of Financial Statement Date
1. Initial Amount $1,000,000,000
2. 50% of positive net income since April 30, 1999
3. 50% of net cash proceeds of equity offerings (other than employee stock
options) since July 31, 1997
1 Specify the nature and period of existence of each Default or Event of
Default (if any) and what action the Borrower has taken, is taking, or
proposes to take with respect thereto.
2 All accounting terms used herein shall be interpreted, and all accounting
determinations hereunder shall be made, in accordance with Section 1.2.3 of
the Credit Agreement.
F-6-2
The undersigned has executed this Officers' Certificate as of the ___th day of
________, ____.
Name:
Title: [Chief Financial Officer/President]