EXHIBIT 10.19
RECOURSE AGREEMENT
THIS Recourse Agreement Between Nordstrom, Inc. and Nordstrom Credit
Inc. ("Agreement") is entered into effective March 1, 2001 by and between
Nordstrom, Inc., a Washington corporation ("Nordstrom") and its wholly owned
subsidiary Nordstrom Credit Inc., a Colorado Corporation ("NCI").
RECITALS:
A. NCI and Nordstrom fsb, federal savings bank which is a wholly-owned
subsidiary of Nordstrom, with its main office in Scottsdale, Arizona ("Bank")
are parties to an Operating Agreement for Nordstrom Proprietary Accounts and
Receivables dated August 30, 1991, as amended by an amendment dated March 1,
2000 (collectively, the "Operating Agreement"), which sets forth, among other
things, the terms and conditions pursuant to which NCI purchases certain
accounts receivable from Bank.
B. The parties now desire to enter into this Recourse Agreement to ensure the
Bank's safety and soundness.
AGREEMENT:
Now therefore, in consideration of the mutual promises set forth herein
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereby agree as follows:
1. Term. This Agreement is effective beginning March 1, 2000 (the "Effective
Date") and will remain in effect for so long as the Operating Agreement remains
in effect.
2. Monthly Bad Debt Transfer. Nordstrom shall bear all expense arising due to
uncollectable debt in NCI's possession under the Operating Agreement. Each
month, NCI shall transfer to Nordstrom all expense arising due to bad debt which
is in NCI's possession under the Operating Agreement. The amount transferred
hereunder shall be referred to as the "Bad Debt Expense" and shall be determined
based on the procedure set forth in Exhibit 1 attached to this Amendment,
entitled "Approved Accounting Treatment: Proprietary Bad Debt". After such
transfer, Nordstrom shall own all right, title and interest in such
uncollectable debt.
3. Recourse.
3.1 Nordstrom Performance of NCI Obligations. If at any time while this
Agreement and the Operating Agreement are in effect, NCI is unable or for any
other reason fails to perform any of its obligations under the Operating
Agreement, Nordstrom will perform such obligations in accordance with the terms
of the Operating Agreement; and to the extent Nordstrom performs any such
obligations and in connection therewith, Nordstrom will be bound by the terms
and conditions of the Operating Agreement to the same extent such terms and
conditions bind NCI.
3.2 Nordstrom Recourse to NCI. If and to the extent Nordstrom performs
obligations of NCI under the Operating Agreement, NCI shall reimburse Nordstrom
for any expense it incurs in the course of such performance; and NCI shall
assign to Nordstrom any rights NCI may have under the Operating Agreement in
consideration of Nordstrom's performance, including without
limitation any rights NCI may have to require performance by Nordstrom fsb of
its obligations under the Operating Agreement.
4. Relationship of the Parties. The parties to this Agreement are presently
affiliates within the meaning of 12 U.S.C. Section 1468(a), and therefore
acknowledge that this Agreement is subject to the provisions of 12 U.S.C.
Section 371c-1 by operation of 12 U.S.C. Section 1468 (a)(1). The parties'
performance under this Agreement, and all transactions conducted hereunder,
shall comply with the provisions of 12 U.S.C. Section 371c-1. Nothing in this
Agreement shall be deemed to create a partnership, joint venture or, except as
specifically set forth herein, any agency relationship between the parties.
5. Notices. All notices given under this Agreement (other than routine
operational communications) shall be in writing and shall be deemed duly given
(a) when delivered by hand; (b) one day after being given to an express courier
with a reliable system for tracking delivery; (c) when sent by confirmed
facsimile with a copy sent by another means specified in this Section 4; (d)
when sent by electronic transmission with a copy sent by another means specified
in this Section 4 or (e) three (3) days after the day of mailing, when mailed by
United States mail, registered (or certified) mail, return receipt requested,
first class postage prepaid; and addressed as follows:
In the case of Nordstrom, Inc.: Nordstrom, Inc.
1617 6th Avenue
Seattle, WA 98101
Attn: Vice President, Corporate Controller
Facsimile: (206) 373-4055
With a copy to:
Nordstrom, Inc.
1617 6th Avenue
Seattle, WA 98101
Attn: Corporate Secretary
Facsimile: (206) 373-4055
In the case of Nordstrom Credit, Inc.:
13531 E. Caley Avenue
Englewood, CO 80111
Attn: President
Facsimile: (303) 397- 4488
In the case of Nordstrom fsb: Nordstrom fsb
7320 E. Butherus Drive
Suite 100
Scottsdale, AZ 85260
Attn: President
Facsimile: (480) 596-7923
Any of the above entities may from time to time change its address or designee
for notification purposes by giving the other entities prior written notice of
the new address or designee and the date upon which it will become effective in
accordance with this Section 5.
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6. Termination and Survival of Obligations. This Agreement will terminate
automatically upon any termination of the Operating Agreement. Notwithstanding
any termination of this Agreement, Nordstrom shall remain responsible for all
obligations incurred by NCI or Nordstrom hereunder or under the Operating
Agreement prior to the effective date of such termination.
7. Financial Statements. Nordstrom will provide a copy of its annual report,
which includes its audited, consolidated financial statements, to Nordstrom fsb
when such annual report is provided to shareholders.
8. Authority and Validity.
Each party represents and warrants to the other party that
(a) it is validly organized, in good standing and qualified to do
business under any applicable law, and has the requisite corporate power
and authority and has obtained all necessary approvals and consents to
enter into this Agreement and to make the commitments set forth in this
Agreement;
(b) the execution, delivery and performance of this Agreement and any
related documents, the consummation of the transactions contemplated by
this Agreement, and the performance of all its obligations hereunder
have been duly authorized by the requisite corporate action;
(c) it has duly and validly executed and delivered this Agreement;
(d) this Agreement constitutes a valid and legally binding contract
enforceable in accordance with its terms;
(e) neither the execution and delivery of this Agreement and related
documents nor the performance of the duties and obligations required
hereunder is, or will constitute, a violation of any contract, indenture
or other agreement or relationship to which it is a party or by which it
is bound.
9. Binding Nature and Assignment. This Agreement shall be binding on the parties
hereto and their respective successors and permitted assigns. Neither party
shall assign or delegate this Agreement or any of its rights or obligations
hereunder without the prior written consent of the other party. Notwithstanding
the foregoing, either party may assign or delegate any of its rights or
obligations hereunder to any of its subsidiaries or affiliates; provided, that
no such assignment or delegation shall relieve such party of its obligations
hereunder.
10. Attorneys' Fees. The prevailing party in any action between the parties
which is based on this Agreement or any document related hereto shall be
reimbursed by the other party for all reasonable attorneys' fees and other costs
incurred by the prevailing party in such action or proceeding, including without
limitation costs incurred for pre-suit, trial, arbitration, post-judgment and
appeal.
11. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Washington, without regard for rules as
to conflict of laws.
12. Severability. If any portion of this Agreement shall be held invalid or
inoperative, then, so far as is reasonable and possible, the remainder of this
Agreement shall be considered valid
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and operative, and the parties shall use their best efforts to agree upon a
valid substitute provision that will serve the intent of the parties as
manifested by the portion held invalid and inoperative.
13. No Implied Waiver, Cumulative Remedies.
13.1 No Implied Waiver. Waiver of any right or power hereunder shall not be
effective unless in writing. Without limitation of the foregoing, a delay or
omission by either party hereto to exercise any right or power under this
Agreement shall not be construed to be a waiver thereof. A waiver by either of
the parties hereto of any of the covenants to be performed by the other or any
breach thereof shall not be construed to be a waiver of any succeeding breach
thereof or of any other covenant herein contained.
13.2 Cumulative Remedies. Except as otherwise expressly provided herein, all
remedies provided for in this Agreement shall be cumulative and in addition to
and not in lieu of any other remedies available to either party at law, in
equity or otherwise.
14. Entire Agreement. This Agreement constitutes the entire agreement between
the parties, and shall supersede all prior written or oral agreements as to the
subject matter hereof; provided, that this Agreement shall not supersede any
existing confidentiality, non-disclosure or other similar agreement between the
Parties. Without limitation of the foregoing, this Agreement shall supersede the
Former Agreement, and the Former Agreement is hereby terminated. This Agreement
may be modified or amended only by mutual written consent of the parties.
IN WITNESS WHEREOF, the parties have executed this Agreement effective the date
first above written
Nordstrom, Inc. Nordstrom Credit, Inc.
a Washington Corporation a Colorado Corporation
By: /s/ Kevin Knight By: /s/ Carol Powell
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Name: Kevin Knight Name: Carol Powell
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Title: Executive Vice President Title: Vice President
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