Issuing And Paying Agency Agreement
Dated as of October 2, 1997
First Trust of New York, National Association
000 Xxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
ATTN: Corporate Trust Administration
RE: Nordstrom, Inc.
Commercial Paper Program
Gentlemen:
This Letter sets forth the understanding between you and Nordstrom
Inc. (the "Company"), whereby you have agreed to (a) act as depository for the
safekeeping of certain notes of the Company which may be issued and sold in
the United States commercial paper market (the "Commercial Paper Notes"; such
Commercial Paper Notes when issued in book-entry form being hereinafter
referred to as "Book-Entry Commercial Paper Notes" and when issued in the form
of certified promissory notes being hereinafter referred to as the "Certified
Commercial Paper Notes"), (b) as issuing agent on behalf of the Company in
connection with the issuance of the Commercial Paper Notes, (c) as paying
agent to undertake certain obligations to make payments in respect of the
Commercial Paper Notes, and (d) as depositary to receive certain funds on
behalf of the Company, as set forth herein. You have executed or will
promptly hereafter execute a Letter of Representation (the "Letter of
Representations", which term shall include the Procedures referred to therein)
with the Company and The Depository Trust Company ("DTC") and a Certificate
Agreement (the "Certificate Agreement") with DTC which establish or will
establish, among other things, the procedures to be followed by you in
connection with the issuance and custody of Book-Entry Commercial Paper Notes.
This letter (the "Agreement") will govern your rights, powers and
duties as such depositary, issuing agent and paying agent for the Commercial
Paper Notes and no implied
covenants and obligations shall be read into this Agreement or any other
agreement against you.
1. Appointment of Agent. The Company hereby appoints you and you
hereby agree to act, on the terms and conditions specified herein and in the
Letter of Representations and Certificate Agreement, as depositary, and
issuing and paying agent for the Commercial Paper Notes. The Commercial Paper
Notes Will be sold through such commercial paper dealers and/or placement
agents as the Company shall have notified you in writing from time to time
(collectively, the "Dealers"). The Dealers currently are CS First Boston, and
BancAmerica Securities, Inc.
2. Supply of Commercial Paper Notes.
(a) The Company will from time to time furnish you an adequate
supply of Commercial Paper Notes, which shall be Book-Entry Commercial Paper
Notes and/or Certified Commercial Paper Notes, as the Company in its sole and
absolute discretion considers appropriate. Certificated Commercial Paper
Notes shall be in substantially the form attached as Exhibit A to this
Agreement, shall be serially numbered and shall have been executed by manual
or facsimile signature of an Authorized Representative (as hereafter defined),
but shall otherwise be uncompleted. Book-Entry Commercial Paper Notes shall
be substantially in the forms attached to the Letter of Representations and
shall be represented by one or more master notes ("Master Note" or "Master
Notes") which shall be executed by manual or facsimile by an Authorized
Representative in accordance with the Letter of Representations. Pending
receipt of instructions pursuant to this Agreement, you will hold the
Certificated Commercial Paper Notes and Master Note(s) in safekeeping for the
account of the Company or DTC, as the case may be, in accordance with your
customary practice and the requirements of the Certificate Agreement.
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(b) Each Certificated Commercial Paper Note or Master Note
delivered to you shall be accompanied by a letter from the Company, as the
case may be, identifying the Certificate Commercial Paper Note or Master
Note(s) transmitted therewith, and you shall acknowledge receipt of such
Certificated Commercial Paper Note(s) or Master Note(s) on the copy of such
letter or pursuant to some other form of written receipt deemed appropriate by
you at the time of delivery to you of such Certificated Commercial Paper
Note(s) or Master Note(s). Pending the issuance of Certificated Commercial
Paper Notes as provided in Section 4 hereof, all Certificated Commercial Paper
Notes and Master Note(s) delivered to you shall be held by you for the account
of the Company or DTC, as the case may be for safekeeping in accordance with
your customary practice and the requirements of the Certificate Agreement.
3. Authorized Representatives.
(a) With the delivery of this Agreement, the Company is furnishing
to you, and from time to time thereafter may furnish to you, and shall furnish
to you upon your request, certificates ("Incumbency Certificates") of a
responsible officer of the Company certifying the incumbency and specimen
signatures of officers or the agents of the Company authorized to execute
Commercial Paper Notes on behalf of the Company by manual or facsimile
signature and/or to take other action hereunder on behalf of the Company
(each an "Authorized Representative"); such Incumbency Certificate shall also
specify the names of employees of Dealers who are authorized to give notices
and/or issuance instructions to you as provided herein (a "Dealer
Representative"). Until you receive a subsequent Incumbency Certificate of
the Company, you are entitled to rely on the last such Incumbency Certificate
delivered to you for purposes of determining the Authorized Representatives
and Dealer Representatives. You shall not have any responsibility to the
Company to determine by whom or by what means a facsimile signature may have
have been affixed on the Commercial Paper Notes, or to determine
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whether any facsimile or manual signature resembles the specimen signature(s)
filed with you by a duly authorized officer of the Company. Any Commercial
Paper Notes bearing the manual or facsimile signature of a person who is an
Authorized Representative on the date such signature is affixed shall be
binding on the Company after the authentication thereof by you notwithstanding
that such person shall have died or shall have otherwise ceased to hold his
office on the date such Commercial Paper Note is countersigned or delivered to
you.
(b) Upon your receipt of this Agreement, and from time to time
thereafter as you choose, you shall deliver a certificate (a "Certificate of
Designation") certifying the incumbency and specimen signatures of your
designated signers ("Designated Officers") who are authorized to receive,
authenticate and deliver Commercial Paper Notes. Until the Company shall
receive a subsequent Certificate of Designation, or unless an Authorized
Representative shall have received written notice of the lack of authority of
any individual, the Company may rely on the last such Certificate of
Designation delivered to it.
4. Completion , Authentication and Delivery of Commercial Paper
Notes.
(a) From time to time during the term of this Agreement and
subject to the terms and conditions hereof, and upon your timely receipt of
written, telecopy or telex instructions or notice transmitted directly to your
computers or in such manner as you then employ as your normal business
practice, not later than 12:30 pm, New York City time in the case of
Certificated Commercial Paper Notes, on a day on which you are open for
business (a "Business Day"), from an Authorized Representative or a Dealer
Representative, on the date of issuance of any Certificate Commercial Paper
Notes (in the case of instructions from an Authorized Representative, a copy
of such instructions shall be sent to the Dealer Representative by said
Authorized Representative) you shall withdraw the respective Certificated
Commercial Paper Notes from safekeeping and in accordance with instructions
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so received, take the following actions with respect to each such Certificated
Commercial Paper Note:
i. date each such Certificated Commercial Paper Note the date
of issuance thereof (which shall be a Business Day) and insert the maturity
date thereof (provided that the Authorized Representative shall ensure that
such date is a Business Day and that it shall not be more that 270 days from
the date of the issue) and the face amount (provided that Authorized
Representative or the Dealer Representative shall ensure that such face amount
is $100,000 or integral multiples of $1,000 in excess thereof) thereof in
figures;
ii authenticate (by countersigning ) each such Certificated
Commercial Paper Note in the appropriate space provided thereon; and
iii deliver in the Borough of Manhattan each such Certificated
Commercial Paper Note to the Dealer, or the consignee, if any, designated by
such Authorized Representative or Dealer Representative for the account of the
Dealer.
(b) In the case of Book-Entry Commercial Paper Notes, form time to
time during the term of this Agreement and subject to the terms and conditions
hereof, and upon your timely receipt of written, telecopy or telex
instructions or notice transmitted directly to your computers or in such a
manner as you then employ as your normal business practices, not later than
1:00 pm, New York City time in the case of Book -Entry Commercial Paper Notes,
on a Business Day, from an Authorized Representative or a Dealer
Representative , on the date of issuance of any Book-Entry Commercial Paper
Notes (in the case of instructions from an Authorized Representative, a copy
of such instructions shall be sent to the Dealer Representative by said
Authorized Representative) you shall give issuance instructions for the
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issuance of Book-Entry Commercial Paper Notes to DTC in a manner set forth in,
and take other actions as are required by, the Letter of Representations and
the Certificate Agreement. Instructions for the issuance of Book-Entry
Commercial Paper Notes shall include the following information with respect to
each Book-Entry Commercial Paper Note:
i. the date issuance of each such Book-Entry Commercial Paper
Note (which shall be a Business Day);
ii. the maturity date of each such Book-Entry Commercial Paper
Note (provided that the Representative or Dealer Representative shall ensure
that such date is a Business Day and that it shall not be more than 270 days
from the date of issue); and
iii. the face amount (provided hat the Authorized Representative
or the Dealer Representative shall ensure that such face amount is $100,000 or
integral multiples of $1,000 in excess thereof) in figures.
(c) You shall send a report (by telecopy or other means permitted
hereunder) to the Company on a monthly basis of your issuance of Commercial
Paper Notes under this Section 4, including the maturity date and face amounts
of each Commercial Paper Note issued.
(d) Instructions given must be received by you by 12:30 pm for
physical issuance and 2:00 pm for book-entry issuance, New York time, if the
Commercial Paper Note(s) are to be delivered the same day. Telephone
instructions shall be confirmed in writing the same day.
(e) The Company understands that although you have been
instructed to deliver Commercial Paper Notes against payment, delivery of
Commercial Paper Notes will, in accordance with custom prevailing in the
commercial paper market, be made before receipt of payment in immediately
available funds. Therefore, once you have delivered a Commercial
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Paper Note to a Dealer or its agent as provided herein, the Company shall bear
the risk that a Dealer or its agent fails to remit payment for the Commercial
Paper Note to you. You shall have no liability to the Company for any failure
or inability on the Part of the Dealer to make payment for Commercial Paper
Notes. Nothing in this Agreement shall require you to purchase any Commercial
Paper Note or expend your own funds for the purchase price of a Commercial
Paper Note or Commercial paper Notes.
(f) Except as may otherwise be provided in the Letter or
Representation, if at any time the Company instructs you to cease issuing
Certificated Commercial paper Notes and to issue only Book-Entry Commercial
Paper Notes, you agree that all Commercial Paper Notes will be issued as Book-
Entry Commercial paper Notes and that no Cerificated Commercial Paper Notes
shall be exchanged for Book-Entry Commercial Paper Notes unless and until you
have received written instructions from an Authorized Representative (any such
instructions from a Dealer Representative shall not be sufficient for this
purpose) to the contrary.
(g) It is understood that you are not under any obligation to
assess or review the financial condition or credit worthiness of any person to
or for whose account you deliver a Commercial Paper Note pursuant to
instructions from an Authorized Representative or Dealer Representative or to
advise the Company as to the results of any such appraisal or investigation
you may have conducted on your own or of any adverse information concerning
any such person that may in any way have come to your attention.
(h) It is understood that DTC may request the delivery of
Certificated Commercial Paper Notes in exchange for Book-Entry Commercial
Paper Notes upon the termination of DTC's services pursuant to the DTC Letter
of Representations. Accordingly, upon such termination, you are authorized to
complete and deliver Certificated Commercial Paper Notes in partial or
complete substitution for Book-Entry Commercial Paper Notes of the same face
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amount and maturity as requested by DTC. Upon the completion or delivery of
any such Cerificated Commercial Paper Note, you shall annotate your records
regarding the Master Note with respect to such Book-Entry Commercial Paper
Notes to reflect a corresponding reduction in the face amount of the
outstanding Book-Entry Commercial Paper Notes. Your authority to so complete
and deliver such Certificated Commercial Paper Notes shall be irrevocable at
all times from the time a Book-Entry Commercial Paper Note is purchased until
the indebtedness evidenced thereby is paid in full.
(i) If you shall receive written or telecopy instructions
(confirmed in writing in accordance with this Agreement) from the Company not
to issue or deliver Commercial Paper Notes, until revoked in writing or
superseded by further written instructions from the Company, you shall not
issue or deliver Commercial Paper Notes, provided, however, that
notwithstanding contrary instructions from the Company, you shall be required
to deliver Commercial Paper Notes with respect to agreements for the sale of
Commercial Paper Notes concluded by an Authorized Representative or Dealer
Representative prior to receipt by the Authorized Representative or Dealer
Representative of notice of such instructions from the Company, which the
Authorized Representative or Dealer Representative shall be required to
confirm to you in writing prior to your delivery of the Commercial Paper
Notes. For purposes of the preceding provision, you may rely on written
notice given or delivered to you by an Authorized Representative or Dealer
Representative as to whether any particular Commercial Paper Notes are to be
issued in respect of such agreements concluded by such Authorized
Representative or Dealer Representative, and you shall have no obligation to
make any other or further investigation.
5. Proceeds of Sale of the Commercial Paper Notes.
Contemporaneously with the execution and delivery of this Agreement, and for
the purposes of the Agreement, you will establish an account designated as the
Nordstrom Inc. Note Account in the Company's name
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(the "Note Account"). On each day on which a Dealer or its agent receives
Commercial Paper Notes (whether through the facilities of DTC in the manner
set forth in the Letter of Representations or by delivery in accordance with
the provisions of this Agreement), all proceeds received by you in connection
with such sale shall be credited in immediately available funds to the Note
Account. From time to time upon written instructions received by you from an
Authorized Representative, you agree to transfer immediately available funds
from the Note Account to any bank or trust company in the United States for
the Company's account
6. Payment of Matured Commercial Paper Notes.
(a) By 1:00 pm, New York time, on the date that any Commercial
Paper Notes are scheduled to mature, there shall have been transferred to you
for deposit in the Note Account immediately available funds at least equal to
the amount of Commercial Paper Notes maturing on such date. When any matured
Commercial Paper Note is presented to you for payment by the holder thereof
(which may, in the case of Book-Entry Commercial Paper Notes held by you
pursuant to the Certificate Agreement, be DTC or a nominee of DTC), payment
shall be made from and charged to the Note Account to the extent funds are
available in said account.
(b) Each Commercial Paper Note presented to you for payment at or
prior to 2:15 pm, New York City time, on any Business Day at or after the
maturity date of such Commercial Paper Note shall be paid by you on the same
day as such presentation (or if presented after 2:15 pm, New York City time on
any such Business Day, then on the next succeeding Business Day) to the extent
funds are available in the Note Account. In the event that funds are not
available or deemed available in the Note Account as set forthe above on any
Business Day on which Commercial Paper Notes are maturing, the Agent shall
deliver to the Bank a
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notice of Borrowing under the Revolving Credit Facility Agreement in the form
attached thereto as Exhibit A not later than 1:00 p.m. (local time in New York
City).
7. Representations and Warranties of the Company. The Company
hereby warrants and represents to you, and, each request to issue Commercial
Paper Notes shall constitute the Company's continuing warranty and
representation, as follows:
(a) This Agreement is, and all Commercial Paper Notes delivered to
you pursuant to this Agreement will be, duly authorized, executed and
delivered by the Company.
(b) The issuance and delivery of the Commercial Paper Notes will
not violate any state or Federal law and the Commercial paper Notes do not
require registration under the Securities Act of 1933, as amended.
(c) This Agreement constitutes, and the Commercial Paper Notes,
when completed, countersigned, and delivered pursuant hereto, will constitute,
the Company's legal, valid and binding obligations enforceable against the
Company in accordance with their terms, except as such enforceability may be
limited by bankruptcy, insolvency, reorganization, moratorium or other similar
laws affecting the rights of creditors generally and by general principles of
equity.
(d) The Company is a corporation duly organized and validly
existing under the laws of the State of Washington and no liquidation,
dissolution, bankruptcy, windup or similar proceedings have been instituted
with respect to the Company.
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(e) The Company has, and at all relevant times has had, all
necessary power and authority to execute, deliver and perform this Agreement
and to issue the Commercial Paper Notes.
(f) All actions on the part of the part of the Company which are
required for the authorization of the issuance of the Commercial Paper Notes,
and for the authorization, execution, delivery and performance of this
Agreement, do not require the approval or consent of any holder or trustee of
any indebtedness or obligations of the Company.
(g) The issuance of Commercial paper Notes by the Company (i) does
not and will not contravene any provision of any governmental law, regulation
or rule applicable to the Company, and (ii) does not and will not conflict
with, breach or contravene the provisions of any contract or other instrument
binding upon the Company.
8. Reliance on Instructions. Except as otherwise set forth
herein, you shall incur no liability to the Company in acting hereunder upon
telephonic or other instructions contemplated hereby which you reasonably
believed in good faith to have been given by an Authorized Representative or a
Dealer Representative, as the case may be. In the event a discrepancy exists
with respect to such instructions, the telephonic instructions as understood
by you will be deemed the controlling and proper instructions, unless such
instructions are required by this Agreement to be in writing.
9. Cancellation of Commercial Paper Notes. Upon payment by you
of Certificated Commercial Paper Note(s) presented for payment, you shall xxxx
such Certificated Paper Note(s) as paid and (i) in due course cancel
Certificated Commercial Paper Note(s) presented for payment and from time to
time return such canceled Commercial Paper Note(s) to the Company, or (ii)
destroy such Certificated Commercial
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Note(s) and deliver to the Company from time to time a destruction certificate
identifying all Cerificated Commercial Paper Notes destroyed since the
issuance of the prior destruction certificate. After payment of any matured
Book-Entry Commercial Paper Notes, you shall annotate your records to reflect
the face amount of Book-Entry Commercial Paper Notes outstanding in accordance
with the Letter of Representations. Promptly upon the written request of the
Company, you agree to cancel and return to the Company all unissued
Certificated Commercial Paper Notes in your possession at the time of such
request.
10. Notices; Addresses.
(a) All communications by or on behalf of the Company or a Dealer,
by writing, telecopy, telex or telephone relating to the completion, delivery
or payment of the Commercial Paper Note(s) are to be directed to Commercial
Paper Operations.
(b) Notices and other communications hereunder shall (except to
the extent otherwise expressly provided) be in writing (which may be by
facsimile) and shall be addressed as follows, or to such other address as the
party receiving such notice shall have previously specified to the party
sending such notice:
if to the Company, at:
concerning daily issuance of
Commercial Paper Notices:
Nordstrom, Inc.
0000 0xx Xxxxxx, 0xx Xxxxx
Xxxxxxx, XX 00000
Attention: Xxxxx Xxx
Facsimile No.: (000) 000-0000
Telephone No.: (000) 000-0000
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concerning all other matters:
Nordstrom, Inc.
0000 0xx Xxxxxx, 0xx Xxxxx
Xxxxxxx, XX 00000
Attention: Xxxxxx Xxx
Facsimile No.: (000) 000-0000
Telephone No.: (000) 000-0000
if to you at:
concerning the daily issuance of
Commercial Paper Notes:
First Trust of New York, National Association
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxx Xxxxxxxx
Facsimile No.: (000) 000-0000
Telephone No.: (000) 000-0000
concerning all other matters:
First Trust of New York, National Association
000 Xxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, XX 00000
Attention: Xxxxxxxx Xxxxxx
Facsimile No.: (000) 000-0000
Telephone No.: (000) 000-0000
(c) In any case where it is provided in this Agreement that a copy
of any instruction, demand or other notice is to be delivered to a Dealer,
such copy shall be delivered to the Dealer at the address set forth below by
the same means as the original thereof shall have been given, provided that
the failure of such copy to be given to any Dealer shall not invalidate or
adversely affect the original thereof:
Dealer: Dealer:
CS First Boston BancAmerica Securities, Inc.
Commercial Paper Trader 000 Xxxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxxx Xxxxxx Xxxxx, 0xx Xxxxx Xxx Xxxxxxxxx, XX 00000
Xxx Xxxx, Xxx Xxxx 00000
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Notices shall be deemed delivered when received at the address specified
above. For purposes of this section 10, "when received" shall mean actual
receipt (i) of an electronic communication by telecopier or issuance system
specified in or pursuant to this Agreement; or (ii) of an oral communication
by any person answering the telephone at the office of the individual or
department specified in or pursuant to this Agreement; or (iii) of a written
communication hand-delivered at the office specified in or pursuant to this
Agreement.
(d) The Issuer shall provide written notice to the Agent of any
termination of the Commitment and replacement of the Bank at least ten
Business Days prior to the effective date thereof whereupon the Agent shall
provide written notice thereof to the holders of the Commercial Paper Notes at
least five Business Days prior to the effective date thereof.
11. Liability. Neither you nor your officers, employees or agents
shall be liable for any act or omission hereunder, except in the case of gross
negligence or willful misconduct as described in Section 12 herein. Your
duties and obligations and those of your officers and employees shall be
determined by the express provisions of this Agreement, the Letter of
Representations and the Certificate Agreement (including the documents
referred to therein), and you and your officers, employees and agents shall be
responsible for the performance of only such duties and obligations as are
specifically set forth herein and therein, and no implied covenants shall be
read into any such document against you or your officers, employees or agents.
Neither you nor your officers or employees or agents shall be required to
ascertain whether any issuance or sale of Commercial Paper Note(s) (or any
amendment or termination of this Agreement) has been duly authorized or is in
compliance with any other agreement to which the Company is party (whether or
not you are a party to such other agreement).
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12. Indemnity. The Company agrees to indemnify and hold you, your
employees and any of your officers and agents harmless from and against, and
you shall not be liable for, any and all losses, liabilities (including
liabilities for penalties), actions, suits, judgments, demands, damages, costs
and expenses of any nature (including, without limitation, attorneys' fees and
expenses) arising out of or resulting from the exercise of your rights and/or
the performance of your duties (or those of your agents and employees)
hereunder; provided, however that the Company shall not be liable to
indemnify or pay you or any of your officers or employees with respect to any
loss, liability, action suit, judgment, demand, damage, cost or expense that
results from or is attributable to your gross negligence or willful misconduct
or that of your officers or employees. The foregoing indemnity includes, but
is not limited to, any action taken or omitted to be taken by you or any of
your officers or employees upon written, telecopy, telephonic or other
electronically transmitted instructions (authorized herein) received by you
from, or believed by you in good faith to have been given by, the proper
person or persons. The provisions of this Section 12 shall survive (i) your
resignation or removal hereunder and (ii) the termination of this Agreement.
13. Termination.
(a) This Agreement may be terminated at any time by either you or
the Company by 15 days' prior written notice to the other, provided that you
agree to continue acting as Issuing and Paying Agent hereunder until such time
as your successor has been selected and has entered into an agreement with the
Company to that effect. Such termination shall not affect the respective
liabilities of the parties hereunder arising prior to such termination.
(b) If no successor has been appointed within 30 days, then you
have the right to petition a court of competent jurisdiction for the
appointment of a successor Issuing and
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Paying Agent. You shall be reimbursed for any and all expenses in connection
with any such petition and appointment.
(c) On the Business Day following the date of termination of this
Agreement, you shall destroy all Certificated Commercial Paper Notes in you
possession and shall transfer to the Company all funds, if any, then on
deposit in the Note Account. You shall promptly notify the Company of all
Certificated Commercial Paper Notes so destroyed.
14. Amendments and Modifications. No amendment, modification or
waiver of any provision of this Agreement, nor any consent to any departure by
any party form any provision hereof binding upon such party, shall be
effective unless the same shall be in writing and signed by all parties
hereto.
15. Binding Effect; Assignment. This Agreement shall be binding
upon and inure to the benefit of the parties hereto, their respective
successors, including successors by merger, and assigns; provided, however,
that no party hereto may assign any of its rights or obligations hereunder,
except with the prior written consent of all the other parties hereto.
16. Governing Law.
(a) This Agreement shall be governed and construed in accordance
with the laws of the State of New York applicable to contracts made and
performed in the State of New York.
(b) Each party irrevocably and unconditionally submits to the
exclusive jurisdiction of the United States Federal courts located in the
Borough of Manhattan and the courts of the State of New York located in the
Borough of Manhattan.
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17. Execution in Counterparts. This Agreement may be executed in
any number of counterparts; each counterpart, when so executed and delivered,
shall be deemed to be an original; and all of which counterparts, taken
together, shall constitute one and the same agreement.
18. Headings. Section headings used in this Agreement are for
convenience of reference only and shall not affect the construction or
interpretation of this Agreement.
19. Compensation and Expenses. The Company shall pay you from
time to time following the execution of this Agreement reasonable compensation
for all services rendered by you hereunder as agreed between you and the
Company. The Company shall reimburse you upon your request for all expenses,
disbursements and advances incurred or made by you in accordance with any
provision of this Agreement (including the reasonable compensation and the
expenses and disbursements of your agents and counsel) except any expense or
disbursement attributable to your gross negligence or willful misconduct.
20. Miscellaneous.
(a) No provision of this Agreement shall require you to risk your
own funds or otherwise incur any financial liability in the performance of any
of your duties hereunder or in the exercise of any of your rights and powers
hereunder. If you make a deposit, payment or transfer of funds before you
receive the immediately available funds, such deposit, payment or transfer
shall represent an advance by you to the Company to be repaid from such funds
or by the Company in the event that such funds are not received by you. It is
intended that such advance be for no longer than 24 hours. Interest on each
such unpaid advance shall be at a rate negotiated between you and the
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Company and shall begin to accrue on the day of the advance. The Company
shall assure the prompt reimbursement to you of any such advance (including
the interest thereon).
(b) You may consult with the counsel, and any advice or written
opinion of such counsel shall be full and complete authorization and
protection in respect of any action taken, suffered or omitted to be taken by
you, in the absence of bad faith, gross negligence or willful misconduct on
your part, in reliance on such advice or opinion.
(c) You make no representation as to , and shall have no
responsibility for, the correctness of any statement contained in, or the
validity or sufficiency of, this Agreement or any documents or instruments
referred to in this Agreement or as to or for the validity or collectibility
of any obligation contemplated by this Agreement. You shall not be
accountable for the use or application by any person of disbursements properly
made by you in conformity with the provisions of this Agreement.
(d) You may rely and shall be protected in acting upon any
document or writing presented to you hereunder and reasonably believed by you
to be genuine and to have been signed and presented by an authorized person or
persons.
If the foregoing is acceptable to you, please indicate your agreement
therewith by signing one or more counterparts of this Agreement in the space
provided below, and returning such signed counterpart(s) to the Company,
whereupon this letter when signed by you and the Company, will become a
binding agreement among us.
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NORDSTROM, INC.
By /s/ Xxxx X. Xxxxxxxx
-------------------------
Its Executive Vice President
------------------------
Agreed to and accepted
this ----- day of October, 1997.
FIRST TRUST OF NEW YORK, NATIONAL ASSOCIATION
as Issuing and Paying Agent
By /s/ Xxxxxxxx Xxxxxx
------------------------------
Its Assistant Vice President
------------------------------
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EXHIBIT A
EXHIBIT E-1
FORM OF
NOTICE OF BORROWING
TO: NATIONSBANK OF TEXAS, N.A., as Agent
000 Xxxx Xxxxxx
00xx Xxxxx
Xxxxxx, Xxxxx 00000
Attention: Xxxxx Oxford
Reference is hereby made to the Credit Agreement, dated as of July 24,
1997 (as the same may be amended, supplemented, replaced, renewed or otherwise
modified from time to time, the "Credit Agreement"), by and among NORDSTROM,
INC., a Washington corporation (the "Borrower"), each of the banks and other
financial institutions that either now or in the future are parties thereto as
lenders (the "Lenders"), certain Managing Agents and NATIONSBANK OF TEXAS,
N.A., a national banking association, in its capacity as administrative agent
on behalf of the Lenders (in such capacity, the "Agent"). Terms with initial
capital letters used but not defined herein have the meanings assigned to them
in the Credit Agreement.
Pursuant to Article 2 of the Credit Agreement:
1. The Borrower hereby requests to borrow Revolving Loans in the
aggregate principal amounts and types as follows (the "Loans"): (a) Euro-
Dollar Rate Loans in the amount of $ on , 1 [with
an Interest Period of ]2 ; and (b) Base Rate Loans in the mount
of $ on , 3; and
2. The Borrower hereby represents and warrants as follows:
(a) All of the representations and warranties contained in
Article 4 of the Credit Agreement and in the other Loan Documents are true and
correct in all material respects on and as of the date hereof and shall be
true and correct in all material respects on and as of each Funding Date
proposed herein as though made on and as of each such date (except, in each
case, to the extent that such representations and warranties expressly were
made only as of a specific date);
(b) No Default or Event of Default exists or would result from
the making of the Loans; and
----------------------------
1 Must be a Business Day.
2 For Euro-Dollar Rate Loans. With respect to each Euro-Dollar Rate
Loan, permissible Interest Periods are periods of one, two, three or six
months.
3 Must be a Business Day.
E-1-1
(c) All other conditions to borrowing set forth in Section 3.2
of the Credit Agreement are satisfied.
Date: ,
NORDSTROM, INC.,
a Washington corporation
By: 4
Name:
Title:
----------------------------
4 Must be a Responsible Officer.
E-1-2
