AMENDMENT TO CREDIT AGREEMENT
among
NORDSTROM CREDIT, INC.,
THE LENDERS LISTED HEREIN,
▇▇▇▇▇▇ GUARANTY TRUST COMPANY OF NEW YORK
and
BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION,
as Co-Agents,
and
▇▇▇▇▇ FARGO BANK FORMERLY KNOWN AS
FIRST INTERSTATE BANK OF DENVER, N.A.
as Agent
June 30, 1996
$300,000,000
AMENDMENT TO CREDIT AGREEMENT
This AMENDMENT TO CREDIT AGREEMENT, dated as of June 30, 1996
the "Amendment"), is by and among NORDSTROM CREDIT, INC., a Colorado
corporation (the "Borrower"), the banks and other financial institutions
that either now or in the future are parties hereto (collectively the
"Lenders" and each individually a "Lender"), ▇▇▇▇▇▇ GUARANTY TRUST
COMPANY OF NEW YORK and BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION, as Co-Agents (the "Co-Agents"), and ▇▇▇▇▇ FARGO BANK
(formerly known as FIRST INTERSTATE BANK OF DENVER, N.A.) as agent and
representative for the Lenders referred to herein as the "Agent). The
Lenders, the Agent and the Co-Agents are collectively referred to herein
as the "Lender Parties" and each individually as a "Lender Party".
RECITALS
A. Borrower desires to extend the term of the Credit Agreement
dated June 23, 1995 by and among the parties hereto ("Credit Agreement")
for an additional period of one year, and the Lender Parties have agreed
to this extension.
B. Subsequent to the execution of the Credit Agreement, Agent
Bank was acquired by ▇▇▇▇▇ Fargo Bank, and the parties desire formally
to acknowledge hereby that ▇▇▇▇▇ Fargo Bank is the successor to First
Interstate Bank of Denver, N.A. as the Agent Bank under the Credit
Agreement.
C. Swiss Bank Corporation San ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ has agreed to
assign one hundred percent (100%) of its Revolving Commitments and Loans
to Bank of Montreal pursuant to Section 9.6.2 of the Credit Agreement.
NOW THEREFORE, for valuable consideration, the receipt and adequacy
of which are hereby acknowledged, the parties agree to amend the Credit
Agreement as follows:
AMENDMENT
1. Extension of Term. The Credit Agreement is modified to extend
the term thereof for a period of one year
1.1 The definition of "Maturity Date" in Section 1.1 of the
Credit Agreement shall be deleted and replaced in its entirety with the
following new definition:
""Maturity Date" means June 30, 2001.
1.2 All other references to the date "June 30, 2000" which
are contained in the Credit Agreement shall be deleted and replaced with
the date "June 30, 2001."
1.3 The parties acknowledge that the Maturity Date of each of
the Revolving Loan Notes and each of the Bid Loan Notes made by Borrower
and payable to each of the Lenders respectively is automatically
extended upon the execution of this Amendment without the necessity of
any additional documentation.
2. Successor to Agent Bank
2.1 All references to "First Interstate Bank of Denver, N.A."
contained in the Credit Agreement, in any Exhibit or Schedule thereto or
in any of the other Loan Documents shall be deleted and replaced with a
reference to "▇▇▇▇▇ Fargo Bank."
2.2 All references in any of the Loan Documents to the
"Agent" or the "Agent Bank" shall refer to ▇▇▇▇▇ Fargo Bank.
2.3 All addresses for the Agent or Agent Bank contained in
any of the Loan Documents shall be deleted and replaced with references
to "Bank of Montreal."
3. Assignment of Swiss Bank Corporation San ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ to
Bank of Montreal. Because of the assignment of Swiss Bank Corporation
San ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ of one hundred percent (100%) of its Revolving
Commitments and Loans to Bank of Montreal pursuant to an Assignment and
acceptance substantially in the form of Exhibit H to the Credit
Agreement, which Assignment and Acceptance shall be executed
contemporaneously with or prior to the execution of this Amendment, all
references in the Loan Documents to "Swiss Bank Corporation San
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇" shall be deleted and replaced with references to "Bank
of Montreal."
4. Amendment of Schedules. The Schedules to the Credit Agreement
are amended as follows: Schedule 1.1B to the Credit Agreement shall be
deleted and replaced in its entirety with the new Schedule 1.1B attached
hereto.
5. Affirmation of Representations and Warranties. Borrower
expressly affirms that all of the representations and warranties made in
the Credit Agreement are true and correct as of the date hereof.
6. No Default. Borrower expressly affirms that there exist no
Events of Default under the Credit Agreement as of the date hereof.
7. No Novation. The parties intend that this Amendment shall be
an amendment and restatement of Borrower's obligations to the Lenders
and shall not constitute a novation.
8. Expenses. Borrower shall pay all of Agent's expenses in the
negotiation and preparation of this Amendment, including, without
limitation, Agent's legal fees.
9. Status of Loan Documents. Except as expressly amended hereby,
all provisions of the Credit Agreement and all other of the Loan
Documents shall remain unmodified and in full force and effect.
10. Definitions. All terms used but not defined herein shall have
the meanings ascribed to them in the Credit Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be executed and delivered as of the date first set forth above.
Borrower:
NORDSTROM CREDIT, INC.
a Colorado corporation
By:/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Title:President
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Agent:
▇▇▇▇▇ FARGO BANK, As Agent
By:/s/ ▇▇▇▇ ▇. ▇▇▇▇
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Name:▇▇▇▇ ▇. ▇▇▇▇
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Title:Vice President
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Lenders and Co-Agents:
▇▇▇▇▇ FARGO BANK, as Lender
By:/s/ ▇▇▇▇ ▇. ▇▇▇▇
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Name:▇▇▇▇ ▇. ▇▇▇▇
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Title:Vice President
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