Exhibit 10.6
AMENDMENT NO. 3
TO CREDIT AGREEMENT
THIS AMENDMENT NO. 3 TO CREDIT AGREEMENT dated as of June 30, 1994 (the
"Amendment") is entered into by and between NORDSTROM CREDIT, INC. (the
"Borrower") and BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION (the
"Bank").
RECITALS
A. The Borrower and Seattle-First National Bank ("Seafirst") are parties
to a Credit Agreement dated as of June 30, 1992, as amended by that certain
Amendment No. 1 to Credit Agreement dated as of January 1, 1993 and that
certain Amendment No. 2 to Credit Agreement dated as of June 29, 1993 (as
amended, the "Credit Agreement"), pursuant to which Seafirst has extended
certain credit facilities to the Borrower.
B. Seafirst has assigned all of its rights and obligations to the Borrower
under the Credit Agreement to the Bank pursuant to an Assignment and
Assumption Agreement dated as of June 30, 1994.
C. The Borrower has requested that the Bank agree to certain amendments of
the Credit Agreement.
D. The Bank is willing to amend the Credit Agreement, subject to the terms
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) The introductory paragraph of the Credit Agreement is hereby
amended by deleting the definition of "Prime Rate" therein and by inserting
the following new definition in lieu thereof:
"`Reference Rate' shall mean on any day
the rate of interest in effect for such day
as publicly announced from time to time by
the Bank in San Francisco, California, as its
"reference rate." The "reference rate" is a
rate set by the Bank based upon various
factors including Bank's costs and desired
return, general economic conditions and other
factors, and is used as a reference point for
pricing some loans, which may be priced at,
above, or below such announced rate. Any
change in the reference rate announced by the
Bank shall take effect at the opening of
business on the day specified in the public
announcement of such change."
(b) The Credit Agreement shall be amended by deleting each reference
to the "Prime Rate" therein and by inserting in lieu thereof the phrase
"Reference Rate".
(c) Section 1.1 of the Credit Agreement is hereby amended by deleting
the date "June 30, 1994" and inserting in lieu thereof "June 30, 1995".
(d) The Credit Agreement shall be amended by deleting each reference
to "Seattle-First National Bank" therein, and in any other loan documents
executed in connection therewith, and inserting in lieu thereof "Bank of
America National Trust and Savings Association".
(e) The Bank's address set forth on the signature page of the Credit
Agreement shall be amended by deleting the address of Seattle-First National
Bank therein and by inserting in lieu thereof the following:
"Bank of America National Trust and
Savings Association
Credit Products #3838
555 California Street, 41st Floor
San Francisco, CA 94104
Attention: Stephen J. DeMarti
Vice President"
(f) Exhibit A to the Credit Agreement is hereby amended and restated
in its entirety so that, as amended, it shall read as set forth on Exhibit A
to this Amendment, which Exhibit A is incorporated herein by this reference.
3. Representations and Warranties. The Borrower hereby represents and
warrants to the Bank as follows:
(a) No Default, or event which with the passage of time, the giving
of notice or both would constitute a Default, has occurred and is continuing.
(b) The execution, delivery and performance by the Borrower of this
Amendment and the Replacement Note (as defined below) have been duly
authorized by all necessary corporate and other action and do not and will
not require any registration with, consent or approval of, notice to or action
by, any person (including any governmental authority) in order to be effective
and enforceable. The Credit Agreement, as amended by this Amendment, and the
Replacement Note constitute the legal, valid and binding obligations of the
Borrower, enforceable against it in accordance with their respective terms,
without defense, counterclaim or offset.
(c) All representations and warranties of the Borrower contained in
the Credit Agreement are true and correct.
(d) The Borrower is entering into this Amendment and is executing
the Replacement Note on the basis of its own investigation and for its own
reasons, without reliance upon the Bank or any other person.
4. Effective Date. This Amendment will become effective as of June 30,
1994 (the "Effective Date"), provided that each of the following conditions
precedent has been satisfied:
(a) The Bank has received from the Borrower a duly executed original
of this Amendment.
(b) The Bank has received from the Borrower a duly executed Revolving
Note, in the form and substance of Exhibit A attached hereto (the "Replacement
Note").
(c) The Bank has received from the Borrower a copy of a resolution
passed by the board of directors of the Borrower, certified by the Secretary
or an Assistant Secretary of the Borrower as being in full force and effect on
the date hereof, authorizing the execution, delivery and performance of this
Amendment and the Replacement Note.
5. 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 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.
(b) This Amendment shall be binding upon and inure to the benefit
of the parties hereto and thereto 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 California.
(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.
(e) This Amendment, together with the Credit Agreement and the
Replacement Note, 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 5.4 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.
IN WITNESS WHEREOF, the parties hereto have executed and delivered
this Amendment as of the date first above written.
NORDSTROM CREDIT, INC.
By:/s/John C. Walgamott
--------------------
Title: President
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By:/s/Stephen J. DeMarti
---------------------
Title: Vice President
EXHIBIT A
REVOLVING NOTE
$60,000,000 As of June 30, 1994
FOR VALUE RECEIVED, the undersigned, NORDSTROM CREDIT, INC., promises
to pay to BANK OF AMERICAN NATIONAL TRUST AND SAVINGS ASSOCIATION (the
"Bank"), or order, at the Bank's office located at 1850 Gateway Boulevard,
Concord, California 94520, or such other place as the holder of this Revolving
Note may from time to time designate, the principal amount of SIXTY MILLION
DOLLARS ($60,000,000) or so much thereof as may be borrowed hereunder, which
amount shall be due and payable in lawful money of the United States of
America, and the undersigned further promises to pay interest at said office
in like money.
If not sooner paid, the principal of this Revolving Note shall be due and
payable on the Maturity Date. Principal with respect to each fixed rate
Revolving Loan shall be due and payable also on the maturity date for each
such loan.
The undersigned further promises to pay interest on the unpaid principal
balance with respect to each Revolving Loan made hereunder from the date
thereof until paid, at the rate or rates per annum set forth in the Credit
Agreement (defined below). Interest shall be due and payable in consecutive
quarterly installments on the first day of each calendar quarter, commencing
September 30, 1994, and continuing of the first day of each successive
calendar quarter thereafter and on the maturity date of each fixed rate
Revolving Loan. If not sooner paid, all interest remaining unpaid shall be
due and payable on the Maturity Date. Any change in the interest rate
resulting from a change in the Reference Rate shall be effective as of the day
on which said change in the Reference Rate shall become effective, without
notice or demand of any kind. All calculations of interest with respect to
any Reference Rate Revolving Loan shall be on a basis of a year of 365 or 366
days as appropriate, and an actual-day month, and all calculations of interest
with respect to any fixed rate Revolving Loan shall be on a basis of a year of
360 days and an actual-day month.
All Revolving Loans made by the Bank to the undersigned pursuant to the
Credit Agreement (defined below) and all payments and prepayments made on
account of the principal balance hereof shall be recorded by the Bank on the
appropriate schedule annexed hereto or in the Bank's other records.
The undersigned promises to pay costs of collection and attorneys' fees
(including allocated costs of in-house counsel) if default is made in the
payment of this Revolving Note. This Revolving Note shall be governed by and
construed in accordance with the laws of the State of California. The Bank
reserves all of its rights under federal law including those relating to the
charging of interest rates.
This Revolving Note is the Revolving Note referred to in the Credit
Agreement dated as of June 30, 1992 between the undersigned and the Bank, as
amended by that certain Amendment No. 1 to Credit Agreement dated as of
January 1, 1993, that certain Amendment No. 2 to Credit Agreement dated as of
June 29, 1993, and that certain Amendment No. 3 to Credit Agreement dated as
of June 30, 1994 (as amended, the "Credit Agreement"). All terms defined in
the Credit Agreement shall have the same definitions when used herein. Upon
the occurrence of a Default, the principal hereof with interest accrued
thereon may become, or may be declared to be, at the option of Bank, forthwith
due and payable, as provided in said Credit Agreement.
This Revolving Note replaces, but does not extinguish the indebtedness
under, the Master Noted dated as of June 30, 1992 executed by the undersigned
in favor of Seattle-First National Bank ("Seafirst"), which Master Note was
subsequently assigned to the Bank pursuant to an Assignment and Acceptance
Agreement dated as of June 30, 1994 between Seafirst and the Bank.
IN WITNESS WHEREOF, the undersigned has executed and delivered this
Revolving Note as of the date first above written.
NORDSTROM CREDIT, INC.
By:___________________
Title:________________