EXHIBIT 10.2
Master Note Agreement
Between Nordstrom, Inc. as borrower and Nordstrom Credit, Inc. as
lender.
Nordstrom, Inc., a Washington corporation (the "Borrower"), and
Nordstrom Credit, Inc., a Colorado corporation (together with its
successors and assigns, the "Lender"), have agreed to enter into this
credit arrangement ("Agreement") to be effective as of the opening of
business on February 1, 2002. Now, therefore, in consideration of the
premises and other good and valuable consideration, the receipt of which
are hereby acknowledged, the parties hereto agree as follows:
Lender agrees to lend to Borrower, if Lender has funds available, for
general business purposes certain sums for this purpose from time to
time against Borrower's master promissory note ("Note"), payable upon
demand (which demand 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 Borrower and delivered to
Lender.
The principal amount of each loan shall be specified from time to time
in the manner hereinafter provided. The Note shall be dated as of the
date of this Agreement 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 30-45 day A1/P1 Commercial Paper Rate (as hereinafter
defined) for such day, or, if such day is not a business day, the rate
for the immediately preceding business day. For purposes of this
Agreement, the "30-45 day A1/P1 Commercial Paper Rate" shall mean the
30-45 day commercial paper rate available under the Nordstrom Private
Label Credit Card Master Note Trust Class A Series 2001-2 Floating Rate
Asset Backed Variable Funding Note (commonly referred to as Lender's
"Variable Funding Conduit" or, "Falcon,"). If the 30-45 day A1/P1
Commercial Paper Rate is not available for any business day, the
applicable rate for such date shall be the one month LIBOR rate for such
day as determined by Borrower on the basis of quotations received by
Borrower, from one or more U.S. commercial banks. Each change in such
rate shall be effective with respect to all loans outstanding hereunder
on the same date as the change in the reference 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. Interest shall be computed on an actual/360 day basis.
Upon request, Borrower shall issue and deliver to Lender, in exchange
for the promissory note then held by Lender, 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. Such replacement note shall
thereafter be the "Note" described in this Agreement.
When Lender desires to lend or demand repayment of funds pursuant to
this Agreement, a duly authorized officer or duly authorized employee
designated by Lender in writing for such purpose, shall provide
telephonic and/or electronic notice to Borrower's Treasurer (or such
person as may be designated by the Treasurer in writing) of the total
amount demanded from or to be loaned to Borrower hereunder no later than
7:30 AM Pacific time on the proposed funding date. In the case of
Lender demanding funds from Borrower, Borrower will make available to
Lender in Lender's account at Bank of America (or such other account as
Lender may designate in a written notice to Borrower from time to time)
in immediately available funds the amount(s)
demanded by Lender on the funding date. In the case of Lender loaning
amounts to Borrower, Lender will make available to Borrower in
Borrower's account at Bank of America (or such other account as Borrower
may designate in a written notice to Lender from time to time) in
immediately available funds the amount indicated in the notification on
the funding date.
Upon either a borrowing or repayment, Lender shall enter the amount to
be borrowed or repaid under on a computerized record kept by Lender for
such purpose and Borrower shall enter the amount on either the Note or a
computerized record kept by Borrower for such purpose. In the event of
discrepancies between the amounts recorded by Lender and Borrower's
records, actual amounts transferred as evidenced by Bank of America
records shall be deemed to be the true and correct transaction amount
and Borrower and/or Lender shall adjust the amount on the Note or other
record, as applicable, to reflect the transaction amount evidenced by
Bank of America's records.
After the close of each month during which (i) Lender has made any loan
to Borrower hereunder, (ii) Borrower has made any repayment on the
principal balance of any loan made hereunder, (iii) the interest rate
on any loan shall have changed, or (iv) any principal balance shall
remain outstanding, Lender shall send Borrower a written confirmation of
any transaction which took place during such month and the balance
outstanding on the Note dated the last business day of such month in
substantially the form attached hereto as Exhibit "B" with appropriate
insertions in the blank spaces therein.
It is understood and agreed that Lender shall have the right at any time
to demand payment of all or any part of the principal amount then
outstanding on the Note then held by Lender, together with interest to
the date of payment. Borrower shall have the right at any time, upon
advice to Lender by letter or telephone, to pay all or any part of the
principal amount then outstanding on the promissory note held by Lender,
together with interest to the date of payment, notwithstanding that
Lender has not theretofore demanded such payment in accordance with the
foregoing and with the note.
It is further understood and agreed that Lender shall not sell, pledge,
assign nor otherwise transfer any promissory note held by Lender
pursuant to this Agreement without first having obtained the consent, in
writing, of Borrower at least ten days prior to 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.
By entering into this Agreement and the Note, Lender covenants and
agrees that all of Borrower's debt to Lender under this Agreement or the
Note constitutes Affiliated Debt and is subordinate and junior to all
Prior Debt of Borrower.
This Agreement may be terminated by Lender or Borrower upon not less
than ten days' written notice to the other party.
The undersigned, on behalf of the Borrower and Lender, agree to the
terms and conditions as set forth in this Agreement.
Borrower: Nordstrom, Inc.
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Vice President Strategy & Planning, Treasurer
ACCEPTED:
Lender: Nordstrom Credit, Inc.
By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇
President
Exhibit "A" February 1, 2002
Promissory Note
For value received, Nordstrom, Inc., a corporation organized under the
laws of the State of Washington, ("Nordstrom") promises to pay to the
order of Nordstrom Credit, Inc. or the holder hereof ("NCI") on NCI's
demand (which demand, 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 NCI or such
other location as NCI shall designate from time to time, and will
likewise pay to the order of NCI accrued 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 or demand for 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 that certain Master Note Agreement dated February 1, 2002,
by and between Nordstrom and NCI.
NORDSTROM, INC.
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Its V.P. Strategy & Planning, Treasurer
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Principal Effective
Amount Amount Amount Interest Authorized
Date Loaned Paid Outstanding Rate Initials
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▇▇▇▇▇▇▇ "▇" ▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇
▇▇▇▇▇▇▇▇▇, Inc.
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention:
Dated:
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Re: Master Note of Nordstrom, Inc.
Gentlemen:
We confirm to you the following changes occurred in the loans
outstanding under the terms of the
Master Note Agreement with you and
our related promissory note, each dated February 1, 2002 for the month
ended this date.
Prior Current
Principal Principal Current
Amount Loan Amount Interest
Date Outstanding (Repayment) Outstanding Rate
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NORDSTROM, INC.
By
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
V.P. Strategy & Planning,
Treasurer
