EXHIBIT 10.18
FIRST AMENDMENT
Dated as of September 16, 1998
This FIRST AMENDMENT (this "Amendment") is among NORDSTROM, INC., a
Washington corporation (the "Borrower"), the financial institutions and
other entities party to the Credit Agreement referred to below (the
"Lenders"), and NATIONSBANK, N.A. (successor to NationsBank of Texas,
N.A.), as agent (the "Agent") for the Lenders thereunder.
PRELIMINARY STATEMENTS:
1. The Borrower, the Lenders, the Managing Agents and the Agent have
entered into a Credit Agreement dated as of July 24, 1997 (the "Credit
Agreement"; capitalized terms used and not otherwise defined herein have
the meanings assigned to such terms in the Credit Agreement).
2. The Borrower has requested that the Lenders amend the Minimum Net
Worth covenant set forth in the Credit Agreement.
3. The Required Lenders are, on the terms and conditions stated below,
willing to grant the request of the Borrower.
NOW, THEREFORE, in consideration of the premises and for other good
and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:
SECTION 1. Amendments to Credit Agreement. Effective as of the
date hereof and subject to satisfaction of the conditions precedent set
forth in Section 2 hereof, Section 6.3.2 of the Credit Agreement is
hereby amended by deleting each reference in clause (B) of such Section
to "July 31, 1997" and replacing each such reference with "July 31,
1998."
SECTION 2. Conditions to Effectiveness. This Amendment shall not
be effective until each of the following conditions precedent shall have
been satisfied:
(a) the Agent shall have executed this Amendment and shall have
received counterparts of this Amendment executed by the Borrower and the
Required Lenders; and
(b) each of the representations and warranties in Section 3 below
shall be true and correct.
SECTION 3. Representations and Warranties. The Borrower represents
and warrants as follows:
(a) Authority. The Borrower has the requisite corporate power and
authority to execute and deliver this Amendment and to perform its
obligations hereunder and under the Loan Documents (as modified hereby)
to which it is a party. The execution, delivery and performance by the
Borrower of this Amendment, and the performance by the Borrower of each
Loan Document (as modified hereby) to which it is a party have been duly
approved by all necessary corporate action of the Borrower and no other
corporate proceedings on the part of the Borrower are necessary to
consummate such transactions.
(b) Enforceability. This Amendment has been duly executed and
delivered by the Borrower. This Amendment and each Loan Document (as
modified hereby) to which the Borrower is a party is the legal, valid
and binding obligation of the Borrower, enforceable against the Borrower
in accordance with its terms, and is in full force and effect.
(c) Representations and Warranties. The representations and
warranties contained in each Loan Document to which the Borrower is a
party (other than any such representations and warranties that, by their
terms, are specifically made as of a date other than the date hereof)
are true and correct on and as of the date hereof as though made on and
as of the date hereof.
(d) No Default. No event has occurred and is continuing that
constitutes a Default or Event of Default.
SECTION 4. Reference to and Effect on the Loan Documents. (a) Upon
and after the effectiveness of this Amendment, each reference in the
Credit Agreement to "this Agreement", "hereunder", "hereof" or words of
like import referring to the Credit Agreement, and each reference in the
other Loan Documents to "the Credit Agreement", "thereunder", "thereof"
or words of like import referring to the Credit Agreement, shall mean
and be a reference to the Credit Agreement as modified hereby.
(b) Except as specifically modified above, the Credit Agreement and
the other Loan Documents are and shall continue to be in full force and
effect and are hereby in all respects ratified and confirmed.
(c) The execution, delivery and effectiveness of this Amendment
shall not, except as expressly provided herein, operate as a waiver of
any right, power or remedy of any Lender, either Managing Agent or the
Agent under any of the Loan Documents, nor constitute a waiver or
amendment of any provision of any of the Loan Documents.
SECTION 5. Reference to and Effect on the Loan Documents. This
Amendment may be executed in any number of counterparts and by different
parties hereto in separate counterparts, each of which when so executed
and delivered shall be deemed to be an original and all of which taken
together shall constitute but one and the same agreement. Delivery of
an executed counterpart of a signature page to this Amendment by
telefacsimile shall be effective as delivery of a manually executed
counterpart of this Amendment.
SECTION 6. Governing Law. This Amendment shall be governed by, and
construed in accordance with, the laws of the State of Washington.
(Signature Pages Follow)
IN WITNESS WHEREOF, the parties hereto have caused this First
Amendment to be executed by their respective officers thereunto duly
authorized, as of the date first written above.
NORDSTROM, INC.,
a Washington corporation
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
NATIONSBANK, N.A. (successor to
NationsBank of Texas, N.A.),
as Agent
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇
Title: Senior Vice President
Lenders
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NATIONSBANK, N.A. (successor to
NationsBank of Texas, N.A.)
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇
Title: Senior Vice President
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇
Title: Vice President
REVOLVING COMMITMENT VEHICLE
CORPORATION
By: ▇▇▇▇▇▇ Guaranty Trust Company of New
York, as Attorney-in-fact for Revolving
Commitment Vehicle Corporation
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President
BANK ONE, COLORADO, N.A.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Senior Corporate
Banking Manager
KEYBANK NATIONAL ASSOCIATION
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
Title: Assistant Vice President
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
By: /s/ ▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇
Title: Vice President
PNC BANK, NATIONAL ASSOCIATION
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Senior Vice President
U.S. Bank
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
