Exhibit 10.1
AMENDED AND RESTATED MASTER NOTE AGREEMENT
This Amended and Restated Master Note Agreement, dated as of March 1, 2004
(as amended, supplemented or otherwise modified from time to time, this
"Agreement"), is between Nordstrom fsb, a federal savings bank, as borrower
(together with its successors and permitted assigns, the "Borrower"), and
Nordstrom Credit, Inc., a Colorado corporation, as lender (together with its
successors and permitted assigns, the "Lender").
The Borrower and the Lender entered into the Master Note Agreement, dated
as of November 1, 2003 ("Original Note Agreement"), pursuant to which the
Lender, from time to time, makes advances of funds to the Borrower for the
Borrower's general business purposes. The Borrower and the Lender wish to
amend and restate the Original Note Agreement.
In consideration of the mutual agreements herein contained, and of other
good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto agree as follows:
Whenever used in this Agreement, the following words shall have the
following meanings:
"Accrual Period" means a period of time from and including the first day
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of a calendar month to and including the close of business on the last day of
such calendar month; provided, however, that the initial Accrual Period with
respect to any Advance hereunder means the period from and including the date
on which such Advance was made to and including the last day of the calendar
month during which such Advance was made.
"Advance" means an advance of principal from the Lender to the Borrower
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pursuant to this Agreement, up to the maximum aggregate principal amount which
may be borrowed by the Borrower from the Lender, as such maximum aggregate
principal amount may be varied, from time to time, by agreement of the parties
to this Agreement.
"Bank One, N.A." means Bank, One, N.A., and its successors.
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"Borrower's Account" means Nordstrom fsb's account at Bank of America,
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N.A., account number 3750710184.
"Business Day" means any day other than (i) a Saturday or Sunday or (ii)
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any other day on which national banking associations or state banking
institutions in Arizona, Colorado, Illinois or New York or any other state in
which the principal executive offices of the Borrower, the Lender or Bank One,
NA, as the case may be, are located, are authorized or obligated by law,
executive order or governmental decree to be closed.
"Interest Rate Determination Date" means, with respect to each Accrual
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Period, the first day of such Accrual Period, or if such day is not a Business
Day, the immediately preceding Business Day.
"Lender's Account" means Nordstrom Credit, Inc.'s account at Bank of
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America, N.A., account number 3750710171.
"Nordstrom Credit Facility" means any credit agreement under which
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Nordstrom, Inc. is a borrower.
"Commercial Paper Rate" means the weighted average daily asset backed
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commercial paper rate quoted from Nordstrom Credit, Inc.'s Variable Funding
Conduit, "Falcon Asset Securitization Corporation", sponsored by Bank One, NA.
The Lender agrees to lend to the Borrower for general business purposes
certain sums, which the Lender represents will be available for this purpose
from time to time, against the Borrower's prior issuance and delivery to the
Lender, from time to time as hereinafter specified, of the Borrower's master
promissory note (the "Note"), secured by the Borrower's membership interest in
Nordstrom Credit Card Receivables LLC, a fully owned subsidiary of Borrower,
payable upon prior written notice from the Lender of no less than one year and
one day, which notice shall be in the form of Exhibit "A" hereto and duly
executed by an authorized officer of Borrower.
The aggregate principal amount of the Note shall be specified from time to
time in the manner hereinafter provided. Each Advance made by the Lender to
the Borrower hereunder shall be reflected on the Note and shall be dated as of
the date of such Advance and shall bear interest from said date, payable on
the first day of each month succeeding the month in which such Advance was
made by the Lender on the outstanding aggregate principal amount of the Note
during the related Accrual Period, at a rate or rates equivalent to the
Commercial Paper Rate on the related Interest Rate Determination Date. If the
Commercial Paper Rate is not available on any Interest Rate Determination
Date, the applicable rate for such Accrual Period shall be the one month LIBOR
rate for such Interest Rate Determination Date as determined by the Lender, in
a commercially reasonable manner, on the basis of quotations received by the
Lender from one or more U.S. money center banks of recognized standing used by
the Lender. Each change in such rate shall be effective with respect to the
outstanding aggregate principal amount of the Note on the same date as the
change in the index rate is effective. For purposes of computing interest,
principal amounts advanced hereunder shall be deemed to be outstanding on the
date advanced but not on the date repaid.
Upon request, the Borrower shall issue and deliver to the Lender, without
cost to the Lender, in exchange for the Note then held by the Lender, a new
Note representing the then current outstanding aggregate principal amount of
the Note and dated and bearing interest from the date to which interest has
been paid on said Note being surrendered in exchange.
A duly authorized (i) officer or (ii) employee designated by the Lender in
writing for such purpose, will from time to time notify the Borrower's
Chairman of the Board (or such other person as may be designated by the
Chairman of the Board in writing) of the maximum aggregate principal amount
which may be advanced to the Borrower under this Agreement and, on the
authority of the Borrower's Chairman of the Board (or such other person as may
be designated by the Chairman of the Board), shall enter said amount under the
column headed "Principal Amount Authorized Outstanding" on the Note which the
Lender is then holding and such amount shall be deemed to be the outstanding
aggregate principal amount then due and payable on the Note. Any such entry
made on the Note shall constitute conclusive evidence of the outstanding
aggregate principal amount of the Note after the Lender shall have received
written confirmation thereof from the Borrower's Chairman of the Board (or
such other person as may be designated by the Chairman of the Board) in the
manner hereinafter described. In the event that such notification to the
Borrower reflects an increase in the maximum aggregate principal amount which
may be advanced to the Borrower under this Agreement, the Lender shall
forthwith transfer the amount of said increase to the Borrower's Account in an
amount equal to the sum of the excess of the (i) new maximum aggregate
principal amount which may be advanced to the Borrower under this Agreement
(such amount to be set forth in the written notice from the Lender described
in this paragraph) over (ii) then outstanding aggregate principal amount on
the Note. In the event that such notification to the Borrower reflects a
decrease in the maximum amount which may be advanced to the Borrower under
this Agreement, the Borrower shall forthwith transfer the amount of said
decrease to the Lender's Account in an amount equal to the sum of the excess
of the (i) then outstanding aggregate
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principal amount on the Note over (ii) new maximum aggregate principal amount
which may be advanced to the Borrower under this Agreement (such amount to be
set forth in the written notice from the Lender described in this paragraph).
After the close of each Accrual Period during which the (i) Lender has
made an Advance to the Borrower hereunder, (ii) Borrower has made any
repayment of the outstanding principal amount of the Note or (iii) interest
rate on the Note shall have changed, the Borrower shall send the Lender a
written confirmation of the transaction which took place during such Accrual
Period, dated the last Business Day of such Accrual Period, in substantially
the form of Exhibit "B" hereto, with appropriate insertions in the blank
spaces therein.
It is understood and agreed that the Lender shall have the right at any
time to set a maturity date for payment of all or any part of the outstanding
aggregate principal amount of the Note then held by the Lender, together with
interest to the date of payment, by giving the Borrower written notice of such
maturity date at least one year and one day prior to such maturity date. The
Borrower shall have the right, at any time, upon advice to the Lender by
letter or telephone, to pay all or any part of the outstanding aggregate
principal amount of the Note then held by the Lender, together with any
interest due to the date of payment, notwithstanding the fact that the Lender
has not theretofore demanded such payment in accordance with this Agreement or
the Note.
It is understood and agreed that the Lender shall not sell, pledge, assign
or otherwise transfer the Note without first notifying the Borrower at least
ten days prior to the date of 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 and all other applicable laws and regulations.
The Lender hereby covenants and agrees that to the extent the Borrower's
debt to the Lender under this Agreement and the Note is required to be
subordinated to any debt under a Nordstrom Credit Facility, the Borrower's
debt under this Agreement and the Note shall be so subordinated as required by
such Nordstrom Credit Facility.
The parties to this Agreement are presently affiliates within the meaning
of 12 USC Section 1468(a), and therefore acknowledge that this Agreement is
subject to the provisions of 12 USC Section 371c-1 by operation of 12 USC
Section 1468 (a)(1). The parties' performance under this Agreement, and all
transactions conducted hereunder, shall comply with the provisions of 12 USC
Section 371c-1.
This Agreement may be terminated by the Lender or by the Borrower upon not
less than one year and one day's prior written notice to the other party.
The provisions of this Agreement shall be binding upon and inure to the
benefit of the parties hereto and their permitted successors and assigns.
Each party will do such acts, and execute and deliver to any other party
such additional documents or instruments, as may be reasonably requested in
order to effect the purposes of this Agreement and to better assure and
confirm unto the requesting party its rights, powers and remedies hereunder
and thereunder.
This Agreement shall be governed by and construed in accordance with the
internal laws of the State of New York without regard to any otherwise
applicable principles of conflict of laws (other than Section 5-1401 of the
New York General Obligations Law).
This Agreement may be executed in any number of counterparts and by the
different parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed an original, and all of which shall
together constitute one and the same agreement.
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Any provision of this Agreement or of the Note which is prohibited,
unenforceable or not authorized in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition,
unenforceability or non-authorization without invalidating the remaining
provisions hereof or thereof or affecting the validity, enforceability or
legality of such provisions in any other jurisdiction.
This Agreement, together with the Note in the form of Exhibit "A" hereto
and confirmations in the form of Exhibit "B" hereto issued pursuant to the
terms of this Agreement, and including all Exhibits, each of which is
incorporated herein, is the full and complete statement of the parties'
agreement with respect to the subject matter hereof, and any previous
agreement, written or oral, among the parties with respect to the subject
matter hereof is superseded by this Agreement.
Except as otherwise specifically set forth in this Agreement, this
Agreement may be amended only by a written amendment signed by the parties
hereto.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective officers hereunto duly authorized, as of the
day and year first above written.
NORDSTROM fsb,
as Borrower
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: President
NORDSTROM CREDIT, INC.,
as Lender
By: /s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
Title: Assistant Treasurer
Exhibit A
Nordstrom fsb
For value received, Nordstrom fsb, a federal savings bank chartered in the
State of Arizona (the "Borrower"), promises to pay to the order of Nordstrom
Credit, Inc. on the payment date set forth in Nordstrom Credit, Inc.'s ("NCI")
written notice of demand given no less than one year and one day before such
payment date, the principal sum set forth below as "Principal Amount
Outstanding", on the payment date, at the office of NCI and will likewise pay
to the order of NCI interest at the rate or rates per annum provided for in
the Amended and Restated Master Note Agreement, dated as of March __ 2004 (the
"Amended and Restated Master Note Agreement"), between the Borrower and NCI.
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 Amended and Restated Master Note Agreement.
This Note replaces and supercedes, in its entirety, the Note previously
delivered by the Borrower to the Lender dated ______, 20__.
Borrower: Nordstrom fsb
By: _______________________
Its _______________________
Principal Effective
Amount Amount Amount Interest Authorized
Date Loaned Paid Outstanding Rate Initials
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A-1
Exhibit B
__________, 20__
Nordstrom fsb
0000 X. Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxxxxx, XX 00000
Attention: _____________
Re: Master Note of Nordstrom fsb
Gentlemen:
We confirm to Nordstrom Credit, Inc. the following changes occurred in or
pertaining to the outstanding aggregate principal amount of the Note under the
terms of the Amended and Restated
Master Note Agreement, dated as of March __
2004, between the Nordstrom fsb and Nordstrom Credit, Inc., for the Accrual
Period ended the ______, 20__.
Prior Current
Principal Principal Current
Amount Loan Amount Interest
Date Outstanding (Repayment) Outstanding Rate
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Nordstrom fsb
By: _________________________
Xxxxx X. Xxxxxx
President
B-1
