UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended October 31, 1997
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _______ to _______
Commission File Number 0-6074
Nordstrom, Inc.
______________________________________________________
(Exact name of Registrant as specified in its charter)
Washington 91-0515058
_______________________________ ___________________
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
1501 Fifth Avenue, Seattle, Washington 98101
____________________________________________________
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (206) 628-2111
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the Registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
YES X NO
_____ _____
Common stock outstanding as of November 25, 1997: 77,317,994 shares of
common stock.
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NORDSTROM, INC. AND SUBSIDIARIES
--------------------------------
INDEX
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Page
Number
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)
Consolidated Statements of Earnings
Three and nine months ended
October 31, 1997 and 1996 3
Consolidated Balance Sheets
October 31, 1997 and 1996 and
January 31, 1997 4
Consolidated Statements of Cash Flows
Nine months ended October 31, 1997 and 1996 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 7
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 8
Item 6. Exhibits and Reports on Form 8-K 9
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NORDSTROM, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(dollars in thousands except per share amounts)
(unaudited)
Three Months Nine Months
Ended October 31, Ended October 31,
--------------------- ---------------------
1997 1996 1997 1996
---------- ---------- ---------- ----------
Net sales $1,089,784 $ 984,440 $3,396,876 $3,131,866
Costs and expenses:
Cost of sales and related
buying and occupancy 724,081 665,378 2,294,946 2,144,378
Selling, general and
administrative 326,193 288,644 950,843 886,267
Interest, net 7,659 9,151 23,572 31,230
Service charge income
and other, net (27,794) (34,469) (82,165) (102,723)
---------- ---------- ---------- ----------
Total costs and expenses 1,030,139 928,704 3,187,196 2,959,152
---------- ---------- ---------- ----------
Earnings before income taxes 59,645 55,736 209,680 172,714
Income taxes 23,500 21,700 82,600 68,000
---------- ---------- ---------- ----------
Net earnings $ 36,145 $ 34,036 $ 127,080 $ 104,714
========== ========== ========== ==========
Net earnings per average share
of common stock outstanding $ .47 $ .42 $ 1.64 $ 1.29
========== ========== ========== ==========
Cash dividends paid per share
of common stock outstanding $ .14 $ .125 $ .39 $ .375
========== ========== ========== ==========
These statements should be read in conjunction with the Notes to
Consolidated Financial Statements contained herein and in the Nordstrom
1996 Annual Report to Shareholders.
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NORDSTROM, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(dollars in thousands)
(unaudited)
October 31, January 31, October 31,
1997 1997 1996
---------- ---------- ----------
ASSETS
Current Assets:
Cash and cash equivalents $ 19,239 $ 28,284 $ 11,343
Accounts receivable, net 648,802 714,589 690,047
Merchandise inventories 1,134,212 719,919 976,488
Prepaid income taxes and other 76,538 69,607 67,755
---------- ---------- ----------
Total current assets 1,878,791 1,532,399 1,745,633
Property, buildings and
equipment, net 1,229,354 1,152,454 1,131,913
Other assets 18,163 17,654 16,875
---------- ---------- ----------
TOTAL ASSETS $3,126,308 $2,702,507 $2,894,421
========== ========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Notes payable $ 241,348 $ 163,770 $ 190,890
Accounts payable 555,042 310,430 473,843
Accrued salaries, wages
and taxes 203,703 192,750 180,971
Accrued expenses 49,508 56,080 49,642
Accrued income taxes 10,992 13,045 6,662
Current portion
of long-term debt 151,343 51,302 25,220
---------- ---------- ----------
Total current liabilities 1,211,936 787,377 927,228
Long-term debt 320,701 329,330 379,750
Deferred lease credits and
other deferred items 109,642 112,608 125,893
Shareholders' equity:
Common stock, without par value:
250,000,000 shares authorized;
77,314,199, 79,634,977 and
80,182,651 shares issued
and outstanding 200,241 183,398 182,662
Retained earnings 1,283,788 1,289,794 1,278,888
---------- ---------- ----------
Total shareholders' equity 1,484,029 1,473,192 1,461,550
---------- ---------- ----------
TOTAL LIABILITIES AND SHAREHOLDERS'
EQUITY $3,126,308 $2,702,507 $2,894,421
========== ========== ==========
These statements should be read in conjunction with the Notes to
Consolidated Financial Statements contained herein and in the Nordstrom
1996 Annual Report to Shareholders.
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NORDSTROM, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in thousands)
(unaudited)
Nine Months
Ended October 31,
------------------
1997 1996
-------- --------
OPERATING ACTIVITIES:
Net earnings $127,080 $104,714
Adjustments to reconcile net earnings
to net cash provided by
operating activities:
Depreciation and amortization 116,364 116,878
Change in:
Accounts receivable, net 65,787 17,280
Merchandise inventories (414,293) (350,185)
Prepaid income taxes and other (6,931) 274
Accounts payable 244,612 196,259
Accrued salaries, wages and taxes 10,953 (4,569)
Accrued expenses (6,572) 1,808
Income tax liabilities (4,093) (16,304)
Deferred lease credits (926) 22,614
-------- --------
Net cash provided by operating
activities 131,981 88,769
-------- --------
INVESTING ACTIVITIES:
Additions to property, buildings
and equipment, net (192,697) (144,672)
Other (373) (910)
-------- --------
Net cash used in investing activities (193,070) (145,582)
-------- --------
FINANCING ACTIVITIES:
Proceeds from accounts receivable
securitization --- 186,600
Increase (decrease) in notes payable 77,578 (41,611)
Proceeds from issuance of long-term debt, net 91,647 57,759
Principal payments on long-term debt (938) (92,973)
Proceeds from issuance of common stock 16,843 14,222
Cash dividends paid (30,344) (30,447)
Purchase and retirement of common stock (102,742) (49,911)
-------- --------
Net cash provided by
financing activities 52,044 43,639
-------- --------
Net decrease in cash and cash equivalents (9,045) (13,174)
Cash and cash equivalents at
beginning of period 28,284 24,517
-------- --------
Cash and cash equivalents at end of period $ 19,239 $ 11,343
======== ========
These statements should be read in conjunction with the Notes to
Consolidated Financial Statements contained herein and in the Nordstrom
1996 Annual Report to Shareholders.
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NORDSTROM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands)
(unaudited)
Note 1:
The consolidated balance sheets of Nordstrom, Inc. and subsidiaries (the
"Company") as of October 31, 1997 and 1996, and the related consolidated
statements of earnings and cash flows for the periods then ended, have been
prepared from the accounts without audit.
The consolidated financial information is applicable to interim periods
and is not necessarily indicative of the results to be expected for the
year ending January 31, 1998.
It is not considered necessary to include detailed footnote information
as of October 31, 1997 and 1996. The financial information should be read
in conjunction with the Notes to Consolidated Financial Statements
contained in the Nordstrom 1996 Annual Report to Shareholders.
In the opinion of management, the consolidated financial information
includes all adjustments (consisting only of normal, recurring
adjustments) necessary to present fairly the financial position of
Nordstrom, Inc. and subsidiaries as of October 31, 1997 and 1996, and the
results of their operations and cash flows for the periods then ended,
in accordance with generally accepted accounting principles applied on a
consistent basis.
Note 2: The summarized unaudited combined results of operations of
Nordstrom Credit, Inc. and Nordstrom National Credit Bank are
as follows:
Three Months Nine Months
Ended October 31, Ended October 31,
1997 1996 1997 1996
-------- -------- -------- --------
Total revenue $30,841 $34,780 $93,262 $113,144
Earnings before income
taxes 12,487 14,663 32,160 36,589
Net earnings 7,853 9,573 20,256 23,429
Note 3:
Statement of Financial Accounting Standards No. 128, which will be effective for
earnings per share calculations after December 15, 1997, will not significantly
affect the calculation of the Company's earnings per share.
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Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the Management
Discussion and Analysis section of the Nordstrom 1996 Annual Report to
Shareholders.
Results of Operations:
- ----------------------
During the third quarter of 1997, sales increased 10.7% when compared with the
same quarter in 1996. For the nine-month period, sales increased 8.5%
compared to the same period in 1996. Comparable store sales increased by
4.7% for the quarter and 3.6% for the nine-month period, with the remainder of
the increase coming from new units and from the Company's direct sales catalog
division. The positive trend in comparable store sales results reflects steady
improvements in the Company's women's apparel departments. Comparable store
sales increases have remained strong in the fourth quarter.
Cost of sales and related buying and occupancy costs decreased as a percentage
of sales for the quarter and nine-month period as compared to the
corresponding periods in 1996. For the quarter and nine-month period, the
decrease was due primarily to higher merchandise margins resulting from higher
markups and lower markdowns. Occupancy costs decreased as a percentage of
sales for the quarter and nine-month period, due primarily to leverage
achieved through comparable store sales growth, which was partially offset by
increases attributable to new store openings.
Selling, general and administrative expenses increased as a percentage of
sales during the quarter as compared to the corresponding period in 1996 due
primarily to higher sales promotion costs for the Company's direct sales
catalog division as well as new store openings. The increase was partially
offset by decreased employee benefit costs and credit expenses. Selling,
general and administrative expenses decreased as a percentage of sales during
the nine-month period as compared to the corresponding period in 1996. The
decrease is due primarily to reduced bad debt expense as a result of the
securitization of the Company's VISA credit card receivables in August 1996
and a decrease in employee benefit costs. These decreases were partially
offset by higher sales promotion costs for the Company's direct sales catalog
division.
For the quarter and the nine-month period, interest expense decreased as a
percentage of sales when compared to the corresponding periods in 1996, due
primarily to lower levels of short-term debt outstanding as a result of the
securitization of the Company's VISA credit card receivables.
Service charge income and other, net decreased as a percentage of sales for
the quarter compared to the corresponding period in 1996. The decrease is due
primarily to net losses from market value adjustments to the portions of the
securitized VISA receivables owned by the Company, compared to net gains in
the prior year. Also, in 1996 there was a gain on the sale of equipment
totaling $3.1 million ($.02 per share after income taxes). For the nine-month
period, service charge income and other, net decreased as a percentage of
sales when compared to the corresponding period in 1996 due primarily to a
reduction in revenues from the Company's VISA card program as a result of the
securitization of these receivables in August 1996.
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Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONT.)
Financial Condition:
- --------------------
During the first quarter of 1997, Nordstrom Credit, Inc. filed a shelf
registration statement on Form S-3 to register up to $250 million in debt
securities, and issued $92.4 million in medium-term notes under the
registration.
On July 24, 1997, the Company entered into a revolving line of credit
agreement with a group of commercial banks which provides for borrowings of up
to $200 million and expires in July 2002. There are no borrowings on the line
of credit at October 31, 1997.
On October 2, 1997, the Company established a new $200 million commercial
paper program. The revolving line of credit is available as liquidity support
for the commercial paper program.
The Company's working capital at October 31, 1997 decreased when compared to
October 31, 1996 due primarily to an increase in the current portion of long-
term debt and short-term debt.
In April, 1997, the Company completed its second repurchase of $100 million of
its outstanding common stock as approved by the Board of Directors at its
November 1996 meeting. To date, the Company has purchased $24.6 million of a
third $100 million stock repurchase authorized in February, 1997.
During the quarter, the Company opened three new full-line stores at Roosevelt
Field on Long Island, New York, Westfarms Mall in West Hartford, Connecticut
and Beachwood Place in Cleveland, Ohio. The Company also opened a Rack at The
Mall at the Source in Hempstead, New York, and two Faconnable boutiques; one
in Beverly Hills, California and another in Costa Mesa, California.
Construction is progressing as planned on new stores scheduled to open in 1998.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
- --------------------------
The Company is not involved in any material pending legal proceedings,
other than routine litigation in the ordinary course of business.
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Item 6. Exhibits and Reports on Form 8-K
- -----------------------------------------
(a) Exhibits
--------
(10.1) Commercial Paper Dealer Agreement dated October 2, 1997 between
Registrant and Bancamerica Securities, Inc. is filed herein as
an Exhibit.
(10.2) Commercial Paper Agreement dated October 2, 1997 between
Registrant and Credit Suisse First Boston Corporation is filed
herein as an Exhibit.
(10.3) Issuing and Paying Agency Agreement dated October 2, 1997 between
Registrant and First Trust of New York, N.A. is filed herein as
an Exhibit.
(27.1) Financial Data Schedule is filed herein as an Exhibit.
(b) Reports on Form 8-K
-------------------
No reports on Form 8-K were filed during the quarter for which this
report is filed.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
NORDSTROM, INC.
(Registrant)
/s/ John A. Goesling
------------------------------------------
John A. Goesling
Executive Vice President and Treasurer
(Principal Financial and Accounting Officer)
Date: December 9, 1997
- ------------------------
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NORDSTROM, INC. AND SUBSIDIARIES
Exhibit Index
Exhibit Method of Filing
- ------- ----------------
10.1 Commercial Paper Dealer Filed herewith electronically
Agreement dated October 2, 1997
between Registrant and Bancamerica
Securities, Inc.
10.2 Commercial Paper Agreement Filed herewith electronically
dated October 2, 1997 between
Registrant and Credit Suisse First
Boston Corporation
10.3 Issuing and Paying Agency Agreement Filed herewith electronically
dated October 2, 1997 between
Registrant and First Trust of New
York, N.A.
27.1 Financial Data Schedule Filed herewith electronically
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
2
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
- ------------------------------------------------
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.
3
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.
4
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.
5
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
6
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
7
"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.
8
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
9
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/ John A. Goesling
--------------------------
Name: John A. Goesling
Title: Executive Vice-President
BANCAMERICA SECURITIES, INC., as
Dealer
By: /s/ Paul J. Kline
------------------
Name: Paul J. Kline
Title: Associate Director
10
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: 1321 Second Avenue
Seattle, WA 98101
Attention: Treasurer
Telephone number: (206) 233-6303
Fax number: (206) 233-6339
For the Dealer: BancAmerica Securities, Inc.
Address: Money Market Origination #8826
555 California Street
San Francisco, California 94104
Attention: Manager
Telephone number: (415) 953-7881
Fax number: (415) 622-3429
- ----------------------------------------------
2 There may be added to this Addendum any changes or additions to the model
Agreement, as agreed between the parties.
11
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
12
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.
13
COMMERCIAL PAPER AGREEMENT
This will confirm our arrangement whereby Credit Suisse First Boston
Corporation ("Credit Suisse First Boston") will act as dealer in sales of
commercial paper of Nordstrom, Inc., a Washington corporation (the "Company").
In that connection, Credit Suisse First Boston may purchase such commercial
paper from the Company as principal.
It is understood that the commercial paper will have a maturity at the
time of issuance not to exceed nine months (exclusive of days of grace) and be
denominated in notes (either in separate physical form or in global form
("book-entry notes") held through the facilities of The Depository Trust
Company ("DTC")) not less than $100,000 each. Book-entry Notes will be
represented by master notes registered in the name of a nominee of DTC and
recorded in the book-entry system maintained by DTC. Credit Suisse First
Boston understands that, in connection with any issuance and sale of
commercial paper by the Company, the Company will obtain the prior advice of
its counsel that all action required by any regulatory body or bodies has been
duly taken.
The Company has authorized the use of a Commercial Paper Memorandum
("Memorandum") prepared by Credit Suisse First Boston on the basis of
information furnished by the Company. Such Memorandum may be used in
connection with the sale of the Company's commercial paper until the Company
advises Credit Suisse First Boston that an updated or revised Memorandum in a
form approved by the Company should be substituted. The Company will promptly
advise Credit Suisse First Boston of any change in its ratings or written
notification from any rating agency that such agency has its ratings under
review for possible downgrade, its financial condition or the results of its
operations which may make such updating or revision advisable, in which case
the Company will cooperate in preparing such updated or revised Memorandum.
With respect to the original Memorandum, and each updated or revised
Memorandum approved by the Company, the Company will indemnify Credit Suisse
First Boston and hold Credit Suisse First Boston harmless against any loss,
claim, liability or expense (including reasonable costs of defense) arising
out of or based upon any allegation that such Memorandum includes an untrue
statement of a material fact or omits to state any material fact necessary in
order to make the statements therein, in the light of the circumstances under
which they were made, not misleading. The foregoing indemnity shall survive
any termination of this Agreement.
Each acceptance by the Company of an offer to purchase commercial paper
notes pursuant to this Letter Agreement shall be deemed to constitute a
representation and warranty to Credit Suisse First Boston that (a) such notes,
when issued, will constitute valid and legally binding obligations of the
Company, enforceable in accordance with their terms subject to applicable
bankruptcy, insolvency and similar laws affecting creditor's rights generally,
and to general equitable principles, (b) the Memorandum (including any
documents incorporated therein by reference) at such time does 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 the light of the circumstances
under which they were made, not misleading, (c) the Company is not an open-end
investment company, unit investment trust or face-amount certificate company
that is or is required to be registered under Section 8 of the Investment
Company Act of 1940, as amended, and (d) the Notes will be exempt from the
registration requirements of the Securities Act of 1933, as amended (the
"Act"), by reason of Section 3(a)(3) thereof. The representations, warranties
and understandings set forth in this paragraph and in
the second paragraph of this Agreement shall survive any termination of this
Agreement.
No commercial paper shall be issued until the Company and Credit Suisse
First Boston have received an opinion of counsel to the Company to the effect
that the commercial paper will be exempt from the registration requirements of
the Act by reason of Section 3(a)(3) thereunder and qualification of an
indenture in respect thereof under the Trust Indenture Act of 1939, as
amended, is not required, and covering such additional matters as Credit
Suisse First Boston may reasonably request.
The Company agrees promptly from time to time to take such action as
Credit Suisse First Boston may reasonably request to qualify the commercial
paper for offering and sale under the securities laws of such jurisdictions as
Credit Suisse First Boston may designate and to comply with such laws as long
as may be necessary for the offer and sale of commercial paper as contemplated
by this Agreement; provided, however, that the Company shall not be required
in connection therewith to qualify as a foreign corporation or to file a
general consent to service of process in any jurisdiction. The Company agrees
to reimburse Credit Suisse First Boston for all of its costs and expenses
(including reasonable attorneys' fees) incurred in connection with the
foregoing.
In addition, the Company agrees to furnish promptly to Credit Suisse
First Boston (mailed directly to the attention of its Short-Term Finance
Department) the following information:
1. All reports filed by the Company and its parent (if applicable)
with the Securities and Exchange Commission pursuant to Section
13(a) of the Exchange Act (or reasonably comparable information
if the Company and its parent (if applicable) is not subject to
such filing requirements;
2. All reports mailed to the Company's public stockholders (if any);
3. All information generally provided to securities analysts; and
4. Copies of reports submitted by the Company to the rating agencies
showing the amounts of commercial paper outstanding and the bank
lines and other liquidity sources supporting such commercial
paper.
The information described above shall be in addition to information
provided to other individuals at Credit Suisse First Boston or its affiliates.
The Company also agrees to provide such other information as Credit Suisse
First Boston's Short-Term Finance Department may reasonably request.
The Company will notify Credit Suisse First Boston promptly, to the
attention of its Short-Term Finance Department, of any change (or any advice
from a rating agency of a contemplated change) in any of its debt ratings, any
change in the aggregate size of its commercial paper program and any other
development in its affairs or in the industry or industries in which it is
engaged which has or would be likely to have a material adverse impact on the
results of its operations, its financial condition or the marketability of its
commercial paper.
This Agreement shall be governed by and construed in accordance with the law
of the State of New York.
All communications and notices pursuant to this Agreement shall be in writing
or confirmed in writing and shall be addressed (i) if to the Company, to the
Company at 1321 Second Avenue, Seattle, Washington, 98101, Attention:
Treasurer, or at such other address as may from time to time be designated by
notice by the
Company in writing; and (ii) if to Credit Suisse First Boston, to Credit
Suisse First Boston at 11 Madison Avenue, New York, New York 10010, Attention:
Short-Term Finance Department, or at such other address as many from time to
time be designated by notice by Credit Suisse First Boston in writing.
This Agreement may be terminated by the Company or by Credit Suisse First
Boston upon one business day's written notice to the other party hereto;
provided, however, that any such termination shall not affect any provisions
that this Agreement provides shall survive any termination, and such
provisions shall continue in effect following any such termination.
NORDSTROM, INC.
By /s/ John A. Goesling
----------------------------------
Title Executive Vice President
---------------------------------
Date October 2, 1997
--------------------------------
CREDIT SUISSE FIRST BOSTON
CORPORATION
By /s/ Helena Willner
---------------------------------
Title Vice President
---------------------------------
Date September 12, 1997
---------------------------------
Issuing And Paying Agency Agreement
Dated as of October 2, 1997
First Trust of New York, National Association
100 Wall Street, Suite 1600
New York, New York 10005
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.
2
(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
3
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
4
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
5
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
6
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
7
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
8
(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
9
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.
10
(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 mark
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
11
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.
1321 2nd Avenue, 7th Floor
Seattle, WA 98101
Attention: James Ito
Facsimile No.: (206) 233-6455
Telephone No.: (206) 233-6289
12
concerning all other matters:
Nordstrom, Inc.
1321 2nd Avenue, 7th Floor
Seattle, WA 98101
Attention: Vivian Yun
Facsimile No.: (206) 233-6455
Telephone No.: (206) 233-6289
if to you at:
concerning the daily issuance of
Commercial Paper Notes:
First Trust of New York, National Association
100 Wall Street, 20th Floor
New York, NY 10005
Attention: William Martinez
Facsimile No.: (212) 509-4529
Telephone No.: (212) 361-3841
concerning all other matters:
First Trust of New York, National Association
100 Wall Street, Suite 1600
New York, NY 10005
Attention: Geovanni Barris
Facsimile No.: (212) 809-5459
Telephone No.: (212) 361-2536
(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 555 California Street, 10th Floor
Park Avenue Plaza, 6th Floor San Francisco, CA 94104
New York, New York 10055
13
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).
14
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
15
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.
16
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
17
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.
18
NORDSTROM, INC.
By /s/ John A. Goesling
-------------------------
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/ Geovanni Barris
------------------------------
Its Assistant Vice President
------------------------------
19
EXHIBIT A
EXHIBIT E-1
FORM OF
NOTICE OF BORROWING
TO: NATIONSBANK OF TEXAS, N.A., as Agent
901 Main Street
13th Floor
Dallas, Texas 75202
Attention: Molly 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
5
1,000
9-MOS
JAN-31-1998
OCT-31-1997
19,239
0
676,252
27,450
1,134,212
1,878,791
1,229,354
0
3,126,308
1,211,936
320,701
0
0
200,241
1,283,788
3,126,308
3,396,876
3,396,876
2,294,946
3,187,196
0
0
23,572
209,680
82,600
127,080
0
0
0
127,080
1.64
1.64