July 17, 1997
Nordstrom, Inc.
1321 Second Avenue
Seattle, Washington 98101
Attn: John Goesling
RE: Master Note Agreement
Dear John:
Nordstrom Credit, Inc. ("we" or "us") hereby confirms borrowing arrangements
made with Nordstrom, Inc. ("you") as follows, to be effective as of the
opening of business on July 18, 1997.
You agree to lend to us for our general business purposes certain sums, which
you represent will be available for this purpose from time to time against our
master promissory note, payable upon demand (which 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 this Company
and delivered to you.
The principal amount of each loan shall be specified from time to time in the
manner hereinafter provided. The master 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 Commercial Paper 1
month Composite, according to the Federal Reserve Report H.15(519), less 13
basis points. Each change in such rate shall be effective with respect to all
loans outstanding hereunder on the same date as the change in the index 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.
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
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.
A duly authorized officer or duly authorized employee 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 "Principal Amount Outstanding" either on our
promissory note
Nordstrom, Inc.
July 17, 1997
Page 2
which you are then holding or on a computerized record kept for such purpose,
and such amount shall be deemed to be the amount then due on said note. Any
such entries so made 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 of said increase
to our account at Nations Bank of Texas numbered 3750710171. In the event
such notification to us results in a decrease in the total amount to be lent
us hereunder, we shall transfer the amount of said decrease to your account at
Wells Fargo Bank numbered 4159649714.
After the close of each month 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 month dated the last business day of such month in
substantially the form attached hereto at 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.
By entering into this agreement and the note, you covenant and agree that all
or our debt to you under this agreement or the note constitutes Affiliated
Debt and is subordinate and junior to all. Prior Debt of this Company
according to the terms and conditions of the Investment Agreement between us
dated October 8, 1984 as though such terms were fully set out in this
agreement.
Nordstrom, Inc.
July 17, 1997
Page 3
This agreement supersedes and replaces that "Masternote Agreement" dated
November 24, 1992; from and after the date of this agreement, any debt
outstanding under that earlier agreement shall be deemed to be outstanding
under this agreement.
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 arrangement made with you, we request that you indicate your
acceptance thereof by the signature of your duly authorized officer in the
space provided below.
Nordstrom Credit, Inc.
By /s/ John Walgamott, President
-------------------------------------------------
John Walgamott, President
ACCEPTED:
Nordstrom, Inc.
By /s/ John A. Goesling
------------------------------------------------
John A. Goesling, Chief Financial Officer
July 17, 1997
Nordstrom Credit, Inc.
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. ("Nordstrom") on Nordstrom's demand (which 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 and will likewise pay to the order of Nordstrom 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 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
a certain letter agreement dated July 17, 1997, by and between Nordstrom
Credit, Inc. and Nordstrom, Inc.
NORDSTROM, CREDIT, INC.
By
----------------------
Its
----------------------
Principal Effective
Amount Amount Amount Interest Authorized
Date Loaned Paid Outstanding Rate Initials
- -------- -------- -------- -------- -------- --------
- -------- -------- -------- -------- -------- --------
- -------- -------- -------- -------- -------- --------
- -------- -------- -------- -------- -------- --------
- -------- -------- -------- -------- -------- --------
- -------- -------- -------- -------- -------- --------
Exhibit "B" July 17, 1997
Nordstrom Credit, Inc.
13531 East Caley
Englewood, Colorado 80111
Attention:
Dated:
-----------------
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 Agreement with you dated July 17, 1997, for the month
ended this date.
Prior Current
Principal Principal Current
Amount Loan Amount Interest
Date Outstanding (Repayment) Outstanding Rate
NORDSTROM CREDIT, INC.
By
----------------------
John Walgamott
President