COMMERCIAL PAPER
DEALER AGREEMENT
between
NORDSTROM, INC., as Issuer
and
BANCAMERICA SECURITIES, INC., as Dealer
Concerning Notes to be issued pursuant to an Issuing and Paying Agency
Agreement dated as of October 2, 1997 between the Issuer and First Trust of
New York, National Association, as Issuing and Paying Agent
Dated as of
October 2, 1997
COMMERCIAL PAPER DEALER AGREEMENT
This agreement ("Agreement") sets forth the understandings between the
Issuer and the Dealer, each named on the cover page hereof, in connection with
the issuance and sale by the Issuer of its short-term promissory notes through
the Dealer (the "Notes").
Certain terms used in this Agreement are defined in Section 6 hereof.
The Addendum to this Agreement, and any Annexes or Exhibits described in
this Agreement or such Addendum, are hereby incorporated into this Agreement
and made fully a part hereof.
1. Issuance and Sale of Notes.
1.1 While (i) the Issuer has and shall have no obligation to sell the
Notes to the Dealer or to permit the Dealer to arrange any sale of the Notes
for the account of the Issuer, and (ii) the Dealer has and shall have no
obligation to purchase the Notes from the Issuer or to arrange any sale of the
Notes for the account of the Issuer, the parties hereto agree that in any case
where the Dealer purchases Notes from the Issuer, or arranges for the sale of
Notes by the Issuer, such Notes will be purchased or sold by the Dealer in
reliance on the representations, warranties, covenants and agreements of the
Issuer contained herein or made pursuant hereto and on the terms and
conditions and in the manner provided herein.
1.2 So long as this Agreement shall remain in effect, the Issuer shall
not, without the consent of the Dealer, offer, solicit or accept offers to
purchase, or sell, any Notes or notes substantially similar to the Notes in
reliance upon the exemption from registration under the Securities Act
contained in Section 3(a)(3) thereof, except (a) in transactions with one or
more dealers which may from time to time after the date hereof become dealers
with respect to the Notes by executing with the Issuer one or more agreements
substantially similar to this Agreement, of which the Issuer hereby undertakes
to provide the Dealer prompt notice, (b) in transactions with the other
dealers listed on the Addendum hereto, which are executing agreements with the
Issuer substantially similar to this Agreement contemporaneously herewith or
(c) directly on its own behalf in transactions with persons other than broker-
dealers with respect to which no commission is payable.
1.3 The Notes shall be in a minimum denomination or minimum amount,
whichever is applicable, of $100,000 or integral multiples of $1,000 in excess
thereof, will bear such interest rates, if interest bearing, or will be sold
at such discount from their face amounts, as shall be agreed upon by the
Dealer and the Issuer; shall have a maturity not exceeding 270 days from the
date of issuance (exclusive of days of grace); and shall not contain any
provision
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for extension, renewal or automatic "rollover." The Notes shall be issued in
the ordinary course of the Issuer's business.
1.4 The authentication, delivery and payment of the Notes shall be
effected in accordance with the Issuing and Paying Agency Agreement and the
Notes shall be either individual bearer physical certificates or represented
by book-entry Notes registered in the name of DTC or its nominee in the form
or forms annexed to the Issuing and Paying Agency Agreement. 1
1.5 If the Issuer and the Dealer shall agree on the terms of the purchase
of any Note by the Dealer or the sale of any Note arranged by the Dealer
(including, but not limited to, agreement with respect to the date of issue,
purchase price, principal amount, maturity and interest rate (in the case of
interest-bearing Notes) or discount thereof (in the case of Notes issued on a
discount basis), and appropriate compensation for the Dealer's services
hereunder) pursuant to this Agreement, the Issuer shall cause such Note to be
issued and delivered in accordance with the terms of the Issuing and Paying
Agency Agreement and payment for such Note shall be made by the purchaser
thereof, either directly or through the Dealer, to the Issuer. Except as
otherwise agreed, in the event that the Dealer is acting as an agent and a
customer shall either fail to accept delivery of or make payment for a Note on
the date fixed for settlement, the Dealer shall promptly notify the Issuer,
and if the Dealer has theretofore paid the Issuer for the Note, the Issuer
will promptly return such funds to the Dealer against its return of the Note
to the Issuer, in the case of a certificated Note, and upon notice of such
failure in the case of a book-entry Note. If such failure occurred for any
reason other than default by the Dealer, the Issuer shall reimburse the Dealer
on an equitable basis for the Dealer's loss of the use of such funds for the
period such funds were credited to the Issuer's account.
2. Representations and Warranties of Issuer.
The Issuer represents and warrants that:
2.1 The Issuer is a corporation duly organized, validly existing and in
good standing under the laws of the jurisdiction of its incorporation and has
all the requisite power and authority to execute, deliver and perform its
obligations under the Notes, this Agreement and the Issuing and Paying Agency
Agreement.
2.2 This Agreement and the Issuing and Paying Agency Agreement have been
duly authorized, executed and delivered by the Issuer and constitute legal,
valid and binding obligations of the Issuer enforceable against the Issuer in
accordance with their terms subject
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1 If the form or forms of Notes are not annexed to the Issuing and Paying
Agency Agreement they should be annexed to this Agreement or delivered to the
Dealer, with appropriate certification by the Secretary of the Issuer,
pursuant to section 3.6 of the Agreement.
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to applicable bankruptcy, insolvency and similar laws affecting creditors'
rights generally, and subject, as to enforceability, to general principles of
equity (regardless of whether enforcement is sought in a proceeding in equity
or at law).
2.3 The Notes have been duly authorized, and when issued and delivered as
provided in the Issuing and Paying Agency Agreement, will be duly and validly
issued and delivered and will constitute legal, valid and binding obligations
of the Issuer enforceable against the Issuer in accordance with their terms
subject to applicable bankruptcy, insolvency and similar laws affecting
creditors' rights generally, and subject, as to enforceability, to general
principles of equity (regardless of whether enforcement is sought in a
proceeding in equity or at law).
2.4 The Notes are not required to be registered under the Securities Act,
pursuant to the exemption from registration contained in Section 3(a)(3)
thereof, and no indenture in respect of the Notes is required to be qualified
under the Trust Indenture Act of 1939, as amended; and the Notes are and will
be rated as "prime quality" commercial paper by at least one nationally
recognized statistical rating organization and will rank at least pari passu
with all other unsecured and unsubordinated indebtedness of the Issuer.
2.5 No consent or action of, or filing or registration with, any
governmental or public regulatory body or authority, including the SEC, is
required to authorize, or is otherwise required in connection with the
execution, delivery or performance of, this Agreement, the Notes or the
Issuing and Paying Agency Agreement, except as may be required by the
securities or Blue Sky laws of the various states in connection with the offer
and sale of the Notes.
2.6 Neither the execution and delivery of this Agreement and the Issuing
and Paying Agency Agreement, nor the issuance and delivery of the Notes in
accordance with the Issuing and Paying Agency Agreement, nor the fulfillment
of or compliance with the terms and provisions hereof or thereof by the
Issuer, will (i) result in the creation or imposition of any mortgage, lien,
charge or encumbrance of any nature whatsoever upon any of the properties or
assets of the Issuer, or (ii) violate or result in a breach or an event of
default under any of the terms of the Issuer's charter documents or by-laws,
any contract or instrument to which the Issuer is a party or by which it or
its property is bound, or any law or regulation, or any order, writ,
injunction or decree of any court or government instrumentality, to which the
Issuer is subject or by which it or its property is bound, which breach or
event of default might have a material adverse effect on the condition
(financial or otherwise), operations or business prospects of the Issuer or
the ability of the Issuer to perform its obligations under this Agreement, the
Notes or the Issuing and Paying Agency Agreement.
2.7 The Issuer will not be default of any of its obligations hereunder,
under the Notes or under the Issuing and Paying Agency Agreement, at any time
that any of the Notes are outstanding.
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2.8 There is no litigation or governmental proceeding pending, or to the
knowledge of the Issuer threatened, against or affecting the Issuer or any of
its subsidiaries which might result in a material adverse change in the
condition (financial or otherwise), operations or business prospects of the
Issuer or the ability of the Issuer to perform its obligations under this
Agreement, the Notes or the Issuing and Paying Agency Agreement.
2.9 The Issuer is not an "investment company" or an entity "controlled" by
an "investment company" within the meaning of the Investment Company Act of
1940, as amended.
2.10 Neither the Offering Materials nor the Company Information contains
any untrue statement of a material fact or omits to state a material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading.
2.11 Each (a) issuance of Notes by the Issuer hereunder and (b) amendment
or supplement of the Offering Materials shall be deemed a representation and
warranty by the Issuer to the Dealer, as of the date thereof, that, both
before and after giving effect to such issuance, and after giving effect to
such amendment or supplement, (i) the representations and warranties given by
the Issuer set forth above in this Section 2 remain true and correct on and as
of such date as if made on and as of such date, (ii) in the case of an
issuance of Notes, the Notes being issued on such date have been duly and
validly issued and constitute legal, valid and binding obligations of the
Issuer, enforceable against the Issuer in accordance with their terms, subject
to applicable bankruptcy, insolvency and similar laws affecting creditors'
rights generally and subject, as to enforceability, to general principles of
equity (regardless of whether enforcement is sought in a proceeding in equity
or at law), (iii) in the case of an issuance of Notes, since the date of the
most recent Offering Materials, there has been no material adverse change in
the condition (financial or otherwise), operations or business prospects of
the Issuer which has not been disclosed to the Dealer in writing, and (iv) the
Issuer is not in default of any of its obligations hereunder, under the Notes
or under the Issuing and Paying Agency Agreement.
3. Covenants and Agreements of Issuer.
The Issuer covenants and agrees that:
3.1 The Issuer will give the Dealer prompt notice (but in any event prior
to any subsequent issuance of Notes hereunder) of any amendment to,
modification of, or waiver with respect to, the Notes or the Issuing and
Paying Agency Agreement, including a complete copy of any such amendment,
modification or waiver.
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3.2 The Issuer shall, whenever there shall occur any change in the
Issuer's condition (financial or otherwise), operations or business prospects
or any development or occurrence in relation to the Issuer that would be
material to holders of the Notes or potential holders of the Notes (including
any downgrading or receipt of any notice of intended or potential downgrading
or notice of any review for potential change in the rating accorded any of the
Issuer's securities by any nationally recognized statistical rating
organization which has published a rating of the Notes), promptly, and in any
event prior to any subsequent issuance of Notes hereunder, notify the Dealer
(by telephone, confirmed in writing) of such change, development, or
occurrence.
3.3 The Issuer shall from time to time furnish to the Dealer such
information as the Dealer may reasonably request including, without
limitation, any press releases or material provided by the Issuer to any
national securities exchange or rating agency, regarding (i) the Issuer's
operations and financial condition, (ii) the due authorization and execution
of the Notes, and (iii) the Issuer's ability to pay the Notes as they mature.
3.4 The Issuer will take all such action as the Dealer may reasonably
request to ensure that each offer and each sale of the Notes will comply with
any applicable state Blue Sky laws; provided, that the Issuer shall not be
obligated to file any general consent to service of process or to qualify as a
foreign corporation in any jurisdiction in which it is not so qualified or
subject itself to taxation in respect of doing business in any jurisdiction in
which it is not otherwise so subject.
3.5 The Issuer will use the proceeds of the each sale of the Notes for
"current transactions" within the meaning of Section 3(a)(3) of the Securities
Act.
3.6 The Issuer shall not issue Notes hereunder until the Dealer shall have
received (a) an opinion of counsel to the Issuer, addressed to the Dealer,
substantially in the form attached hereto, (b) a copy of the executed Issuing
and Paying Agency Agreement as then in effect, (c) a copy of resolutions
adopted by the Board of Directors of the Issuer, satisfactory in form and
substance to the Dealer and certified by the Secretary or similar officer of
the Issuer authorizing the execution and delivery by the Issuer of this
Agreement, the Notes and the Issuing and Paying Agency Agreement and
consummation by the Issuer of the transactions contemplated hereby and
thereby, (d) prior to the issuance of any Notes represented by a book-entry
Note registered in the name of DTC or its nominee, a copy of the executed
Letter of Representations among the Issuer, the Issuing and Paying Agent and
DTC, and (e) such other certificates, letters, opinions and documents as the
Dealer shall have reasonably requested.
3.7 The Issuer shall reimburse the Dealer for all of the Dealer's out-of-
pocket expenses related to this Agreement, including expenses incurred in
connection with its preparation and negotiation, and the transactions
contemplated hereby (including, but not
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limited to, the printing and distribution of the Offering Materials and any
advertising expense), and, if applicable, for the reasonable fees and out-of-
pocket expenses of the Dealer's counsel.
4. Disclosure.
4.1 Offering Materials which may be provided to purchasers and prospective
purchasers of the Notes shall be prepared for use in connection with the
transactions contemplated by this Agreement. The Offering Materials and their
contents (other than the Dealer Information) shall be the sole responsibility
of the Issuer. The Issuer authorizes the Dealer to distribute the Offering
Materials as the Dealer shall see fit.
4.2 The Issuer agrees promptly to furnish the Dealer the Company
Information as it becomes available.
4.3 (a) The Issuer further agrees to notify the Dealer promptly upon
the occurrence of any event relating to or affecting the Issuer that would
cause the Offering Materials then in existence to include an untrue statement
of material fact or to omit to state a material fact necessary in order to
make the statements contained therein, in light of the circumstances under
which they are made, not misleading.
(b) In the event that the Dealer notifies the Issuer that it then has
Notes it is holding in inventory, the Issuer agrees promptly to supplement or
amend the Offering Materials so that such Offering Materials, as amended or
supplemented, shall not contain an untrue statement of a material fact or omit
to state a material fact necessary in order to make the statements therein, in
light of the circumstances under which they were made, not misleading, and the
Issuer shall make such supplement or amendment available to the Dealer and
prospective holders of the Notes.
(c) In the event that (i) the Dealer does not notify the Issuer that
it is then holding Notes in inventory and (ii) the Issuer chooses not to
promptly amend or supplement the Offering Materials in the manner described in
clause (b) above, then all solicitations and sales of Notes shall be suspended
until such time as the Issuer has so amended or supplemented the Offering
Materials, and made such amendment or supplement available to the Dealer and
prospective holders of the Notes.
5. Indemnification and Contribution.
5.1 The Issuer will indemnify and hold harmless the Dealer, each
individual, corporation, partnership, trust, association or other entity
controlling the Dealer, any affiliate of the Dealer or any such controlling
entity and their respective directors, officers, employees, partners,
incorporators, shareholders, servants, trustees and agents (hereinafter the
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"Indemnitees") against any and all liabilities, penalties, suits, causes of
action, losses, damages, claims, costs and expenses (including reasonable fees
and disbursements of counsel) or judgments of whatever kind or nature (each a
"Claim"), imposed upon, incurred by or asserted against the Indemnitees
arising out of or based upon (i) any allegation that the Offering Materials,
the Company Information or any information provided by the Issuer to the
Dealer includes an untrue statement of a material fact or omits to state any
material fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading or (ii) arising out
of or based upon the breach by the Issuer of any agreement, covenant or
representation made in or pursuant to this Agreement. This indemnification
shall not apply to the extent that the Claim arises out of or is based upon
Dealer Information.
5.2 Provisions relating to claims made for indemnification under this
Section 5 are set forth on Exhibit A to this Agreement.
5.3 In order to provide for just and equitable contribution in
circumstances in which the indemnification provided for in this Section 5 is
held to be unavailable or insufficient to hold harmless the Indemnitees,
although applicable in accordance with the terms of this Section 5, the Issuer
shall contribute to the aggregate costs incurred by the Dealer in connection
with any Claim in the proportion of the respective economic interests of the
Issuer and the Dealer. The respective economic interests shall be calculated
by reference to the aggregate proceeds to the Issuer of the Notes issued
hereunder and the aggregate commissions and fees earned by the Dealer
hereunder.
6. Definitions.
6.1 "Claim" shall have the meaning set forth in Section 5.1.
6.2 "Company Information" at any given time shall mean the Offering
Materials together with, to the extent applicable, (i) the Issuer's most
recent report on Form 10-K filed with the SEC and each report on Form 10-Q or
8-K filed by the Issuer with the SEC since the most recent Form 10-K, (ii) the
Issuer's most recent annual audited financial statements and each interim
financial statement or report prepared subsequent thereto, if not included in
item (i) above, (iii) the Issuer's and its affiliates' other publicly
available recent reports, including, but not limited to, any publicly
available filings or reports provided to their respective shareholders, (iv)
any other information or disclosure prepared pursuant to Section 4.3 hereof
and (v) any information prepared or approved by the Issuer for dissemination
to investors or potential investors in the Notes.
6.3 "Dealer Information" shall mean material concerning the Dealer and
provided by the Dealer in writing expressly for inclusion in the Offering
Materials.
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6.4 "DTC" shall mean The Depository Trust Company.
6.5 "Indemnitee" shall have the meaning set forth in Section 5.1.
6.6 "Issuing and Paying Agency Agreement" shall mean the issuing and
paying agency agreement described on the cover page of this Agreement, as such
agreement may be amended or supplemented from time to time.
6.7 "Issuing and Paying Agent" shall mean the party designated as such on
the cover page of this Agreement, as issuing and paying agent under the
Issuing and Paying Agency Agreement.
6.8 "Offering Materials" shall mean offering materials prepared by the
Company in accordance with Section 4, which may be provided to purchasers and
prospective purchasers of the Notes, and shall include amendments and
supplements thereto which may be prepared from time to time in accordance with
this Agreement.
6.9 "SEC" shall mean the U.S. Securities and Exchange Commission.
6.10 "Securities Act" shall mean the U.S. Securities Act of 1933, as
amended.
7. General
7.1 Unless otherwise expressly provided herein, all notices under this
Agreement to parties hereto shall be in writing and shall be effective when
received at the address of the respective party set forth in the Addendum to
this Agreement.
7.2 This Agreement shall be governed by and construed in accordance with
the laws of the State of New York, without regard to its conflict of laws
provisions.
7.3 The Issuer agrees that any suit, action or proceeding brought by the
Issuer against the Dealer in connection with or arising out of this Agreement
or the Notes or the offer and sale of the Notes shall be brought solely in the
United States federal courts located in the borough of Manhattan or the courts
of the State of New York located in the Borough of Manhattan. THE ISSUER
WAIVES ITS RIGHT TO TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING WITH
RESPECT TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
7.4 This Agreement may be terminated, at any time, by the Issuer, upon one
business day's prior notice to such effect to the Dealer, or by the Dealer
upon one business day's prior notice to such effect to the Issuer. Any such
termination, however, shall not affect the obligations of the Issuer under
Sections 3.7, 5 and 7.3 hereof or the respective
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representations, warranties, agreements, covenants, rights or responsibilities
of the parties made or arising prior to the termination of this Agreement.
7.5 This Agreement is not assignable by either party hereto without the
written consent of the other party; provided, however, that the Dealer may
assign its rights and obligations under this Agreement to any wholly-owned
subsidiary of the ultimate parent company of the Dealer.
7.6 This Agreement may be signed in any number of counterparts, each of
which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument.
7.7 This Agreement is for the exclusive benefit of the parties hereto, and
their respective permitted successors and assigns hereunder, and shall not be
deemed to give any legal or equitable right, remedy or claim to any other
person whatsoever.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date and year first above written.
NORDSTROM, INC., as Issuer
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Executive Vice-President
BANCAMERICA SECURITIES, INC., as
Dealer
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Associate Director
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ADDENDUM 2
The following additional clauses shall apply to the Agreement and be
deemed a part thereof, when the respective parties have placed their initals
in the left margin beside the respective paragraph number.
8. The other dealers referred to in clause (b) of Section 1.2 of the Agreement
are: Credit Suisse First Boston Corp.
9. The following Section 3.8 is hereby added to the Agreement:
3.7 Without limiting any obligation of the Issuer pursuant to this
Agreement to provide the Dealer with credit and financial information, the
Issuer hereby acknowledges and agrees that the Dealer may share the Company
Information and any other information or matters relating to the Issuer or the
transactions contemplated hereby with affiliates of the Dealer, including, but
not limited to, Bank of America National Trust and Savings Association and
that such affiliates may likewise share information relating to the Issuer or
such transactions with the Dealer.
10. The addresses of the respective parties for purposes of notices under
Section 7.1 are as follows:
For the Issuer: Nordstrom, Inc.
Address: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Treasurer
Telephone number: (▇▇▇) ▇▇▇-▇▇▇▇
Fax number: (▇▇▇) ▇▇▇-▇▇▇▇
For the Dealer: BancAmerica Securities, Inc.
Address: Money Market Origination #8826
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Manager
Telephone number: (▇▇▇) ▇▇▇-▇▇▇▇
Fax number: (▇▇▇) ▇▇▇-▇▇▇▇
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2 There may be added to this Addendum any changes or additions to the model
Agreement, as agreed between the parties.
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EXHIBIT A
FURTHER PROVISIONS RELATING
TO INDEMNIFICATION
(a) The Issuer agrees to reimburse each Indemnitee for all expenses
(including reasonable fees and disbursements of internal and external counsel)
as they are incurred by it in connection with investigating or defending any
loss, claim, damage, liability or action in respect of which indemnification
may be sought under Section 5 of the Agreement (whether or not it is a party
to any such proceedings).
(b) Promptly after receipt by an Indemnitee of notice of the existence
of a Claim, such Indemnitee will, if a claim in respect thereof is to be made
against the Issuer, notify the Issuer in writing of the existence thereof;
provided that (i) the omission so to notify the Issuer will not relieve it
from any liability which it may have hereunder unless and except to the extent
it did not otherwise learn of such Claim and such failure results in the
forfeiture by the Issuer of substantial rights and defenses, and (ii) the
omission so to notify the Issuer will not relieve it from liability which it
may have to an Indemnitee otherwise than on account of this indemnity
agreement. In case any such Claim is made against any Indemnitee and it
notifies the Issuer of the existence thereof, the Issuer will be entitled to
participate therein, and to the extent that it may elect by written notice
delivered to the Indemnitee, to assume the defense thereof, with counsel
reasonably satisfactory to such Indemnitee; provided that if the defendants in
any such Claim include both the Indemnitee and the Issuer and the Indemnitee
shall have concluded that there may be legal defenses available to it which
are different from or additional to those available to the Issuer, the Issuer
shall not have the right to direct the defense of such Claim on behalf of such
Indemnitee, and the Indemnitee shall have the right to select separate counsel
to assert such legal defenses on behalf of such Indemnitee. Upon receipt of
notice from the Issuer to such Indemnitee of the Issuer's election so to
assume the defense of such Claim and approval by the Indemnitee of counsel,
the Issuer will not be liable to such Indemnitee for expenses incurred
thereafter by the Indemnitee in connection with the defense thereof (other
than reasonable costs of investigation) unless (i) the Indemnitee shall have
employed separate counsel in connection with the assertion of legal defenses
in accordance with the proviso to the next preceding sentence (it being
understood, however, that the Issuer shall not be liable for the expenses of
more than one separate counsel (in addition to any local counsel in the
jurisdiction in which any Claim is brought), approved by the Dealer,
representing the Indemnitee who is party to such Claim), (ii) the Issuer shall
not have employed counsel reasonably satisfactory to the Indemnitee to
represent the Indemnitee within a reasonable time after notice of existence of
the Claim or (iii) the Issuer has authorized in
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writing the employment of counsel for the Indemnitee. The indemnity,
reimbursement and contribution obligations of the Issuer hereunder shall be in
addition to any other liability the Issuer may otherwise have to an Indemnitee
and shall be binding upon and inure to the benefit of any successors, assigns,
heirs and personal representatives of the Issuer and any Indemnitee. The
Issuer agrees that without the Dealer's prior written consent, it will not
settle, compromise or consent to the entry of any judgment in any Claim in
respect of which indemnification may be sought under the indemnification
provision of the Agreement (whether or not the Dealer or any other Indemnitee
is an actual or potential party to such Claim), unless such settlement,
compromise or consent includes an unconditional release of each Indemnitee
from all liability arising out of such Claim.
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