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EXHIBIT 10.1
Master Note Agreement
Between Nordstrom Credit, Inc. as borrower and Nordstrom, Inc. as
lender.
Nordstrom Credit, Inc., a Colorado corporation (the "Borrower"), and
Nordstrom, Inc., a Washington corporation (together with its successors
and assigns, the "Lender"), have agreed to enter into this credit
arrangement ("Agreement") to be effective as of the opening of business
on February 1, 2002. Now, therefore, in consideration of the premises
and other good and valuable consideration, the receipt of which are
hereby acknowledged, the parties hereto agree as follows:
Lender agrees to lend to Borrower, if Lender has funds available and at
its sole discretion, for general business purposes certain sums for this
purpose from time to time against Borrower's master promissory note
("Note"), payable upon demand (which demand if given verbally, shall be
promptly confirmed in writing), in the form of Exhibit "A" to this
letter, properly completed, duly executed by an authorized officer of
Borrower and delivered to Lender.
The principal amount of each loan shall be specified from time to time
in the manner hereinafter provided. The Note shall be dated as of the
date of this Agreement and shall bear interest from said date, payable
on the first day of each month on the daily principal amount from time
to time outstanding during the accrual period, at a rate or rates
equivalent to the 30-45 day A1/P1 Commercial Paper Rate (as hereinafter
defined) for such day, or, if such day is not a business day, the rate
for the immediately preceding business day. For purposes of this
Agreement, the "30-45 day A1/P1 Commercial Paper Rate" shall mean the
30-45 day commercial paper rate available under the Nordstrom Private
Label Credit Card Master Note Trust Class A Series 2001-2 Floating Rate
Asset Backed Variable Funding Note (commonly referred to as Borrower's
"Variable Funding Conduit" or, "Falcon,"). If the 30-45 day A1/P1
Commercial Paper Rate is not available for any business day, the
applicable rate for such date shall be the one month LIBOR rate for such
day as determined by Lender on the basis of quotations received by
Lender, from one or more U.S. commercial banks. Each change in such
rate shall be effective with respect to all loans outstanding hereunder
on the same date as the change in the reference rate is effective. For
purposes of computing interest, principal amounts loaned hereunder shall
be deemed to be outstanding on the date loaned but not on the date
repaid. Interest shall be computed on an actual/360 day basis.
Upon request, Borrower shall issue and deliver to Lender, in exchange
for the promissory note then held by Lender, a new promissory note in
the same principal amount as the note being surrendered in exchange, and
dated and bearing interest from the date to which interest has been paid
on said note being surrendered in exchange. Such replacement note shall
thereafter be the "Note" described in this Agreement.
When Borrower desires to borrow or repay funds pursuant to this
Agreement, a duly authorized officer or duly authorized employee
designated by Borrower in writing for such purpose, shall provide
telephonic and/or electronic notice to Lender's Treasurer (or such
person as may be designated by the Treasurer in writing) of the total
amount requested or to be repaid by Borrower hereunder no later than
7:30 AM Pacific time on the proposed funding date. In the case of
Borrower requesting funds from Lender, Lender will, if it has funds
available and at its sole discretion, make available to Borrower in
Borrower's account at Bank of America (or such other account as Borrower
may designate in a written notice to Lender from time to time) in
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immediately available funds the amount(s) requested by Borrower on the
funding date. In the case of Borrower repaying borrowed amounts to
Lender, Borrower will make available to Lender in Lender's account at
Bank of America (or such other account as Lender may designate in a
written notice to Borrower from time to time) in immediately available
funds the amount indicated in the notification on the funding date.
Upon either a borrowing or repayment, Borrower shall enter the amount to
be borrowed or repaid under on a computerized record kept by Borrower
for such purpose and Lender shall enter the amount on either the Note or
a computerized record kept by Lender for such purpose. In the event of
discrepancies between the amounts recorded by Borrower and Lender's
records, actual amounts transferred as evidenced by Bank of America
records shall be deemed to be the true and correct transaction amount
and Borrower and/or Lender shall adjust the amount on the Note or other
record, as applicable, to reflect the transaction amount evidenced by
Bank of America's records.
After the close of each month during which (i) Lender has made any loan
to Borrower hereunder, (ii) Borrower has made any repayment on the
principal balance of any loan made hereunder, (iii) the interest rate
on any loan shall have changed, or (iv) any principal balance shall
remain outstanding, Borrower shall send Lender a written confirmation of
any transaction which took place during such month and the balance
outstanding on the Note dated the last business day of such month in
substantially the form attached hereto as Exhibit "B" with appropriate
insertions in the blank spaces therein.
It is understood and agreed that Lender shall have the right at any time
to demand payment of all or any part of the principal amount then
outstanding on the Note then held by Lender, together with interest to
the date of payment. Borrower shall have the right at any time, upon
advice to Lender by letter or telephone, to pay all or any part of the
principal amount then outstanding on the promissory note held by Lender,
together with interest to the date of payment, notwithstanding that
Lender has not theretofore demanded such payment in accordance with the
foregoing and with the note.
It is further understood and agreed that Lender shall not sell, pledge,
assign nor otherwise transfer any promissory note held by Lender
pursuant to this Agreement without first having notified Borrower at
least ten days prior to the intended sale, pledge, assignment or
transfer, and in no event shall any such sale, pledge, assignment or
transfer be effected except upon compliance with all applicable federal
and state securities laws and regulations.
By entering into this Agreement and the Note, Lender covenants and
agrees that all of Borrower's debt to Lender under this Agreement or the
Note constitutes Affiliated Debt and is subordinate and junior to all
Prior Debt of Borrower according to the terms and conditions of the
Investment Agreement between Borrower and Lender dated October 8, 1984
as though such terms were fully set out in this Agreement.
This Agreement may be terminated by Lender or Borrower upon not less
than ten days' written notice to the other party.
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The undersigned, on behalf of the Borrower and Lender, agree to the
terms and conditions as set forth in this Agreement.
Borrower: Nordstrom Credit, Inc.
By /s/ Kevin Knight
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Kevin Knight
President
ACCEPTED:
Lender: Nordstrom, Inc.
By /s/ Robert E. Campbell
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Robert E. Campbell
V.P. Strategy & Planning, Treasurer
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Exhibit "A" February 1, 2002
Promissory Note
For value received, Nordstrom Credit, Inc., a corporation organized
under the laws of the State of Colorado, ("NCI") promises to pay to the
order of Nordstrom, Inc. or the holder hereof ("Nordstrom") on
Nordstrom's demand (which demand, if given verbally, shall be promptly
confirmed in writing), the principal sum set forth below as "Principal
Amount Outstanding", on the date of such demand, at the office of
Nordstrom or such other location as Nordstrom shall designate from time
to time, and will likewise pay to the order of Nordstrom accrued
interest at the rate or rates per annum provided for in the agreement
mentioned below. Said interest will be due and payable on the first day
of each month after the date of this note or upon payment in full or
demand for payment in full of the principal amount from time to time
outstanding as indicated below. Interest will be calculated on the
daily principal amount outstanding as indicated below or in other books
and records, computerized or manual, kept for such purpose.
This note is issued pursuant to and is subject to the terms and
conditions of that certain Master Note Agreement dated February 1, 2002,
by and between Nordstrom and NCI.
NORDSTROM CREDIT, INC.
By /s/ Kevin Knight
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Its President
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Principal Effective
Amount Amount Amount Interest Authorized
Date Loaned Paid Outstanding Rate Initials
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<s> <c> <c> <c> <c> <c>
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Exhibit "B" February 1, 2002
Nordstrom Credit, Inc.
13531 E. Caley Avenue
Englewood, Colorado 80111
Attention:
Dated:
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Re: Master Note of Nordstrom Credit, Inc.
Gentlemen:
We confirm to you the following changes occurred in the loans
outstanding under the terms of the Master Note Agreement with you and
our related promissory note, each dated February 1, 2002 for the month
ended this date.
Prior Current
Principal Principal Current
Amount Loan Amount Interest
Date Outstanding (Repayment) Outstanding Rate
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NORDSTROM CREDIT, INC.
By
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Kevin Knight
President