May 1, 2002
Nordstrom 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 May 1, 2002.
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, secured by the Transferor's Interest portion of
Nordstrom fsb's Visa portfolio which has been retained by Nordstrom Credit
Card Receivables LLC, a fully owned subsidiary of Nordstrom fsb, 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 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 term "30-45 day Commercial Paper
Rate" shall mean the 30-45 day commercial paper rate quoted from Nordstrom
Credit, Inc.'s Variable Funding Conduit, "Falcon," sponsored by Bank One. 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 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.
May 1, 2002
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 Agreementbetween us dated
October 8, 1984 as though such terms were fully set out in this agreement
Nordstrom Credit, Inc.
May 1, 2002
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 X. Xxxxxx
----------------------
Xxxxx X. Xxxxxx
President
ACCEPTED:
Nordstrom Credit, Inc.
By /s/ Xxxxx X. Xxxxxx
---------------------
Xxxxx X. Xxxxxx
President
Exhibit "A" _______, 200___
Nordstrom fsb
For value received, Nordstrom fsb, a federal 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 May 1, 2002, by and between Nordstrom fsb and
Nordstrom Credit, Inc.
Nordstrom fsb
By_______________________
Its_______________________
Principal Effective
Amount Amount Amount Interest Authorized
Date Loaned Paid Outstanding Rate Initials
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Exhibit "B" ______, 200____
Nordstrom 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 May 1, 2002, for the month
ended this date.
Prior Current
Principal Principal Current
Amount Loan Amount Interest
Date Outstanding (Repayment) Outstanding Rate
----------- ------------ ------------ ----------- -------------
Nordstrom fsb
By________________________
Xxxxx X. Xxxxxx
President
