EXHIBIT 10.15
Xxxxx 0, 0000
Xxxxxxxxx Credit, Inc.
00000 Xxxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Subject: Master Note Agreement
Attention: Xxxxx Xxxxxx
Dear Xxxxx:
Nordstrom fsb ("we" or "us") hereby confirm borrowing arrangements made with
Nordstrom Credit, Inc. ("you") as follows, to be effective as of the opening of
business on March 1, 2000.
You agree to lend to us for our general business purposes certain sums, which
you represent will be available for this purpose from time to time against our
prior issuance and delivery to you from time to time as hereinafter specified of
our promissory note, payable upon demand (which if given verbally shall be
promptly confirmed in writing), in the form of Exhibit "A" to this letter and
duly executed by an authorized officer of this Bank.
The principal amount of each such note shall be specified from time to time in
the manner hereinafter provided. Each such note shall be dated as of the date of
its issue 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 One Month LIBOR Rate
(as hereinafter defined) for such day, less fourteen (14) basis points, or, if
such day is not a business day, the rate for the immediately preceding business
day. For purposes of this Agreement, the term "One Month LIBOR Rate" shall mean
the one month USD LIBOR Rate (British Bankers Association) quoted on page 3750
of Telerate. If the One Month LIBOR 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 you, in a commercially reasonable manner, on the basis of
quotations received by you from one or more U.S. money center banks of
recognized standing used by you. Each change in such rate shall be effective
with respect to all loans outstanding hereunder on the same date as the change
in the index 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.
Upon request, we shall issue and deliver to you, without cost to you, in
exchange for the promissory note then held by you, a new promissory note in the
same principal 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.
Nordstrom Credit, Inc.
March 1, 2000
Page 2
A duly authorized officer or duly authorized employee designated by you in
writing for such purpose, will from time to time notify our Chairman of the
Board (or such person as may be designated by the Chairman of the Board in
writing) of the total amount to be lent us hereunder and, on the authority of
our Chairman of the Board (or such person as may be designated by the Chairman
of the Board), shall enter said amount under the column headed "Principal Amount
Outstanding" on our promissory note which you are then holding and such amount
shall be deemed to be the amount then due on said note. Any entries so made on
said promissory note shall constitute conclusive evidence of the principal
amount of said note then outstanding when you shall have received written
confirmation thereof from our Chairman of the Board (or such person as may be
designated by the Chairman of the Board) in the manner hereinafter described. In
the event such notification to us results in an increase in the total amount to
be lent to us hereunder, you shall forthwith transfer the amount of said
increase to our Account at Bank of America of Texas numbered 3750710184. In the
event such notification to us results in a decrease in the total amount to be
lent us hereunder, we shall transfer the amount of said decrease to your Account
numbered 3750710171 at Bank of America of Texas.
After the close of each month during which you have made any loan to us
hereunder or we have made any repayment on the principal balance of any loan
made hereunder or during which the interest rate on an loan shall have changed,
we shall send You a written confirmation of the transaction which took place
during such month dated the last business day of such month in substantially the
form attached hereto at Exhibit "B" with appropriate insertions in the blank
spaces therein.
It is understood and agreed that You shall have the right at any time to demand
payment of all or any part of the principal amount then outstanding on the
promissory note then held by you, together with interest to the date of payment.
We shall have the right at any time, upon advice to you by letter or telephone,
to pay all or any part of the principal amount then outstanding on the
promissory note then held by You, together with interest to the date of payment,
notwithstanding that You have not theretofore demanded such payment in
accordance with the foregoing and with the note.
It is further understood and agreed that you shall not sell, pledge, or assign
nor otherwise transfer any promissory note held by You pursuant to this
agreement without first having notified us at least ten days prior to the
intended sale of such sale, pledge, assignment or transfer of your intention so
to do, 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, you covenant and agree that all of
our debt to you under this agreement or the note constitutes Affiliated Debt and
is subordinate and junior to all Prior Debt of this Company according to the
terms and conditions of the Investment Agreement between us dated October 8,
1984 as though such terms were fully set out in this agreement.
Nordstrom Credit, Inc.
March 1, 2000
Page 3
This agreement may be terminated by you or by us upon not less than ten day's
written notice to the other party.
If the foregoing satisfactorily sets forth the terms and conditions of the
borrowing arrangement made with you, we request that you indicate your
acceptance thereof by the signature of your duly authorized officer in the space
provided below.
Nordstrom fsb
By /s/ Xxxxx Xxxxxxxx
---------------------------------------
Xxxxx Xxxxxxxx
Xx. Vice-President
ACCEPTED:
Nordstrom Credit, Inc.
By /s/ Xxxxx Xxxxxx
---------------------------------------
Xxxxx Xxxxxx
President
Exhibit "A" Xxxxx 0, 0000
Xxxxxxxxx fsb
For value received, Nordstrom fsb, a Savings Bank chartered in the State of
Arizona, promises to pay to the order of Nordstrom Credit, Inc. on its demand
(which if given verbally shall be promptly confirmed in writing), or on or
before (six months from above date), the principal sum set forth below as
"Principal Amount Outstanding", on the date of such demand, at the office of
Nordstrom Credit, Inc. and will likewise pay to the order of said payee 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 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 a
certain letter agreement dated March 1, 2000, by and between Nordstrom fsb and
Nordstrom Credit, Inc.
Nordstrom fsb
By
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Its
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Principal Effective
Amount Amount Amount Interest Authorized
Date Loaned Paid Outstanding Rate Initials
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Xxxxxxx "X" Xxxxx 0, 0000
Xxxxxxxxx fsb
00000 Xxxx Xxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Attention:
Re: Master Note of Nordstrom fsb
Gentlemen:
We confirm to you the following changes occurred in the loans outstanding under
the terms of the Agreement with You dated March 1, 2000, for the month ended
this date.
Prior Current
Principal Principal Current
Amount Loan Amount Interest
Date Outstanding (Repayment) Outstanding Rate
---- ----------- ----------- ----------- --------
Nordstrom fsb
By
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Xxxxx Xxxxxxxx
Xx. Vice-President
