Exhibit 10.10
June 10, 1985
Morgan Guaranty Trust Company
of New York
9 West 57th Street
New York, New York 10019
Attention: John F. Goydas
Vice President
Gentlemen:
We hereby confirm borrowing arrangements made with you as follows, to be
effective as of the opening of business on July 10, 1985.
You agree to lend to us for our general business purposes certain sums not
to exceed $25,000,000 at any one time outstanding, as hereinafter
specified, which you represent will be available for this purpose from time
to time in the Private Banking Division of your Bank in various accounts of
which you are custodian, fiduciary or advisor, against our prior issuance
and delivery to you from time to time as hereinafter specified of
our promissory note, payable upon demand (which if given verbally shall be
promptly confirmed in writing), in the form of Exhibit "A" to this letter
and duly executed by an authorized offier of this Company.
The principal amount of each such note shall be specified from time to time
in the manner hereinafter provided. Each such note shall be dated as of
the date of its issue 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
highest annual simple interest yield currently quoted on General Motors
Acceptance Corporation ordinary commercial paper borrowings of 30 to 59
days inclusive. Each change in such rate shall be effective with respect
to all loans outstanding hereunder on the same date as the change is
effective with respect to said rate for commercial paper of General Motors
Acceptance Corporation. 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.
Upon request, we shall issue and deliver to you, without cost to you, in
exchange for the promissory note then held by you, a new promissory note in
a principal amount of said 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.
A duly authorized officer or duly authorized employee of your Private
Banking Division, designated by you in writing for such purpose, will from
time to time notify our Treasurer (or such person as may be designated by
the Treasurer in writing) of the total amount to be lent us hereunder and,
on the authority of our Treasurer (or such person as may be designated by
the Treasurer in writing), shall enter said amount under the column headed
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"Principal Amount Outstanding" on our promissory note which you are then
holding and such and such amount shall be deemed to be the amount then due
on said note. Any entries so made on said promissory note shall constitute
conclusive evidence of the principal amount of said note then outstanding
when you shall have received written confirmation thereof from our
Treasurer (or such person as may be designated by the Treasurer in writing)
in the manner hereinafter described. In the event such notification to us
results in an increase in the total amount to be lent to us hereunder, you
shall forthwith transfer the amount to be lent to us hereunder, you shall
forthwith transfer the amount of said increase to our Account at your Bank
numbered 046-30-619. In the event such notification to us results in a
decrease in the total amount to be lent us hereunder, you shall forthwith
charge the amount of said decrease to our said Account at your Bank.
After the close of each week during which you have made any loan to us
hereunder or we have made any repayment on the principal balance of any
loan made hereunder or during which the interest rate on any loan shall
have changed, we shall send you a written confirmation of the transaction
which took place during such week dated the last business day of such week
in substantially the form attached hereto as Exhibit "B" with appropriate
insertions in the blank spaces therein.
It is understood and agreed that you shall have the right at any time to
demand payment of all or any part of the principal amount then outstanding
on the promissory note then held by you, together with interest to the date
of payment. We shall have the right at any time, upon advice to you by
letter or telephone, to pay all or any part of the principal amount then
outstanding on the promissory note then held by you, together with interest
to the date of payment, notwithstanding that you have not theretofore
demanded such payment in accordance with the foregoing and with the note.
It is further understood and agreed that you shall not sell, pledge, or
assign nor otherwise transfer any promissory note held by you pursuant to
this agreement without first having notified us at least ten days prior to
the intended sale of such sale, pledge, assignment or transfer of your
intention so to do, 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.
This agreement may be terminated by you or by us upon not less than ten
day's written notice to the other party.
If the foregoing satisfactorily sets forth the terms and conditions of the
borrowing arrangements made with you, we request that you indicate your
acceptance thereof by the signature of your duly authorized officer in the
space provided below on the duplicate original of this letter which is
enclosed.
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Very truly yours,
Nordstrom Credit, Inc.
By /s/John A. Goesling
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John A. Goesling
Treasurer
ACCEPTED:
Morgan Guaranty Trust Company of New York
By /s/John F. Goydas
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John F. Goydas
Vice President
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Exhibit "A" July 10, 1985
Note No. 1 New York, New York
NORDSTROM CREDIT, INC.
For value received, Nordstrom Credit, Inc. a corporation organized under
the laws of the State of Washington, promises to pay to the order of Morgan
Guaranty Trust Company of New York, on its demand (which if given verbally
shall be promptly confirmed in writing), or on or before (six months from
above date), the principal sum set forth below as "Principal Amount
Outstanding", on the date of such demand, at the office of Morgan Guaranty
Trust Company of New York, New York and will likewise pay to the order of
said payee 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
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.
This note is issued pursuant to and is subject to the terms and conditions of
a certain letter agreement dated June 10, 1985, by and between Nordstrom
Credit, Inc. and Morgan Guaranty Trust Company of New York.
By /s/John A. Goesling
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John A. Goesling
Principal Effective
Amount Amount Amount Interest Authorized
Date Loaned Paid Outstanding Rate Initials
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Exhibit B
Nordstrom Credit, Inc.
1321 Second Avenue
Seattle, Washington 98101
June 10, 1985
Attention:
Re: Master Note of Nordstrom Credit, Inc.
Gentlemen:
We confirm to you the following changes occured in the loans outstanding
under the terms of the Agreement with you dated June 10, 1985, for the
week ended this date.
Prior Current
Principal Principal Current
Amount Loan Amount Interest
Date Outstanding (Repayment) Outstanding Rate
____ ___________ ___________ ___________ _________
Please arrange with your Private Banking Division to make the appropriate
entries to our account on the dates indicated.
Nordstrom Credit, Inc.
By________________
John A. Goesling
Treasurer
EXHIBIT A
May 16, 1994
Amendment to Master Note Agreement dated June 10, 1985 (the "Agreement"),
by and between Nordstrom Credit, Inc. ("Nordstrom") and Morgan Guaranty Trust
Company of New York, as custodian, fiduciary and advisor ("Morgan").
WHEREAS, the parties hereto wish to amend the Agreement so as to change
the rate at which interest under the Agreement is computed and to increase the
maximum amount to be loaned under the Agreement;
Now, Therefore, the parties hereto agree as follows:
1. The second paragraph of the Agreement is hereby amended by
deleting "25,000,000" from the second line of such paragraph and inserting
"50,000,000" in lieu thereof:
2. The third paragraph of the Agreement is deleted in its entirety
and the following is inserted in lieu thereof:
"The principal amount of each such note shall be specified
from time to time in the manner hereinafter provided. Each
such note shall be dated as of the date of its issue and
shall bear interest from said date, payable on the first
date 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 money market yield (computed on the
basis of a 360-day year) of the Commercial Paper Rate (as
hereinafter defined), as such rate changes from time to
time, minus thirteen (13) basis points. Each change in the
Commercial Paper Rate shall be effective with respect to
loans outstanding hereunder on the same date as the change
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.
For purposes of this Agreement the "Commercial Paper
1-Month" and the "H.15(519)" means the weekly statistical
release designated as such, or any successor publication,
published by the Board of Governors of the Federal Reserve
System."
3. Except as hereby expressly amended, the Agreement and all the
terms, conditions and provisions thereof shall continue in full force and
effect.
IN WITNESS WHEREOF, the parties have hereto set their names as at the date
first above written.
MORGAN GUARANTY TRUST COMPANY NORDSTROM CREDIT, INC.
OF NEW YORK
By:/s/Robert R. Johnson By:/s/John Walgamott
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Title:Vice President Title:President
NORDSTROM CREDIT, INC.
SECRETARY'S CERTIFICATE
1. I, Karen E. Purpur, the undersigned Secretary of Nordstrom Credit,
Inc., a corporation organized and existing under the laws of the State of
Colorado, hereby certify that I am the Secretary of said corporation and that
attached to this Certificate as Exhibit B is a true and correct copy of
resolutions adopted by unanimous written consent by the Board of Directors on
May 16, 1994 and said resolutions have not been revoked, rescinded, or set
aside, and are now in full force and effect.
2. I FURTHER CERTIFY, that there is no provision in the Charter or By-
Laws of the Company limiting the power of the Board of Directors to pass the
aforesaid resolutions and that the same are in conformity with the provisions
of said Charter and By-Laws.
3. I FURTHER CERTIFY, that the following persons are duly elected and
acting officers of the Company, holding the offices set forth next to their
names below, and the signature appearing opposite the name of each such
officer is his genuine signature:
John C. Walgamott
President /s/John C. Walgomott
--------------------
John A. Goesling
Executive Vice-President
and Treasurer /s/John A. Goesling
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In WITNESS WHEREOF, I have hereunto set my hand as Secretary of the
Company and affixed the corporate seal this 16th day of May, 1994. (CORPORATE
SEAL)
/s/Karen E. Purpur
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Secretary
The undersigned, John A. Goesling, being the duly elected and acting
Executive Vice President and Treasurer of the Company, hereby certifies that
the signature appearing above is her genuine signature.
/s/John A. Goesling
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Executive Vice President and Treasurer
EXHIBIT B
UNANIMOUS WRITTEN CONSENT OF
THE BOARD OF DIRECTORS OF
NORDSTROM CREDIT, INC.
The undersigned, being all of the directors of Nordstrom Credit, Inc., a
Colorado corporation, consent to and adopt the following resolutions in lieu
of holding a meeting of the Board of Directors of the corporation:
RESOLVED, that the proposed Amendment to the Master Note
Agreement dated June 10, 1985 between the Company's
predecessor, Nordstrom Credit, Inc., a Washington
corporation and Morgan Guaranty Trust Company of New York
is hereby adopted and approved substantially in the form
Exhibit A attached hereto, and the President or any Vice
President are, and each of them hereby is, authorized and
directed to execute and deliver such amendment on behalf of the
Company, with such changes as may be approved as necessary
or desirable by the officer or officers executing the same,
such execution to be conclusive evidence of such approval.
RESOLVED, that the proper officers of the Company are
hereby authorized and directed to take any and all such
actions as may be necessary to carry out the intent and
purpose of the foregoing resolution.
This Consent may be executed in more than one counter-
part, which together shall constitute an original.
DATED this 16th day of May, 1994.
/s/Bruce A. Nordstrom
-----------------------------
Bruce A. Nordstrom, Director
/s/James F. Nordstrom
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James F. Nordstrom, Director
/s/John N. Nordstrom
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John N. Nordstrom, Director
/s/John A. McMillan
----------------------------
John A. McMillan, Director
Exhibit "C" (formerly Exhibit "A") July 15, 1994
Note No. 18 New York, New York
NORDSTROM CREDIT, INC.
For value received, Nordstrom Credit, Inc. a corporation organized under the
laws of the State of Colorado, promises to pay to the order of Morgan Guaranty
Trust Company of New York, on its demand (which if given verbally shall be
promptly confirmed in writing), or on or before (six months from above date),
the principal sum set forth below as "Principal Amount Outstanding," on the
date of such demand, at the office of Morgan Guaranty Trust Company of New
York, New York and will likewise pay to the order of said payee interest at
the rate or rates per annum provided for in the agreement mentioned below.
Said interest will be due an payable on the first day of each month after the
date of this note or upon 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.
This note is issued pursuant to and is subject to the terms and conditions of
a certain letter agreement dated June 10, 1985 and November 19, 1992, amended
May 16, 1994, by and between Nordstrom Credit, Inc. and Morgan Guaranty Trust
company of New York.
By /s/John Walgamott
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Principal Effective
Amount Amount Amount Interest Authorized
Date Loaned Paid Outstanding Rate Initials
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