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Form
8-K for
NORDSTROM INC
14-Aug-2009
Entry into a Material Definitive Agreement, Termination of a Material Definitive Ag
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On August 14, 2009, Nordstrom, Inc. entered into a Revolving Credit Facility
Agreement with each of the initial lenders named therein as Lenders, Bank of
America, N.A. as administrative agent, Wells Fargo Bank, N.A. as syndication
agent and RBS Citizens, N.A. and U.S. Bank, National Association as
documentation agents. This new credit facility has a capacity of $650 million,
and replaced our existing $650 million unsecured line of credit which was
scheduled to expire in November 2010. The new credit facility is available for
working capital, capital expenditures and other lawful general corporate
purposes, including as liquidity support for our commercial paper program. Under
the terms of the agreement, we pay a variable rate of interest and a commitment
fee based on our debt rating. Based upon our current debt rating, we would pay a
variable rate of interest of LIBOR plus a margin of 2.125% on the outstanding
balance and an annual commitment fee of 0.375% on the total capacity. The
Revolving Credit Agreement expires in August 2012, and contains restrictive
covenants, which includes maintaining leverage and fixed charge coverage ratios.
Many of the investment banking firms that are a party to the Revolving Credit
Agreement or their affiliates have in the past performed, and may in the future
from time to time perform, investment banking, financial advisory, lending
and/or commercial banking services for us and certain of our subsidiaries and
affiliates, for which service they have in the past received, and may in the
future receive, customary compensation and reimbursement of expenses.
ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT
The disclosure provided in Item 1.01 of this Form 8-K is hereby incorporated by
reference into this Item 1.02. On August 14, 2009, in connection with the credit
facility described in Item 1.01, Nordstrom, Inc. terminated its Revolving Credit
Facility, dated November 4, 2005 with the financial institutions named therein
as Lenders, JPMorgan Chase Bank, N.A. and Wells Fargo Bank, N.A., as Syndication
Agents, U.S. Bank, National Association, as Documentation Agent and Bank Of
America, N.A., as administrative agent. Under the terms of this credit facility,
we paid a variable rate of interest based on LIBOR plus a margin of 0.225% on
the outstanding balance and an annual commitment fee of 0.075% on the total
capacity. The agreement contained restrictive covenants, which included
maintaining a leverage ratio.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
The disclosure provided in Item 1.01 of this Form 8-K is hereby incorporated by
reference into this Item 2.03. The Revolving Credit Agreement contains standard
provisions relating to default and acceleration of our payment obligations upon
the occurrence of an event of default, including: the failure to pay principal,
interest, fees or other amounts when due; cross-default with other indebtedness;
failure to comply with specified agreements, covenants, or obligations; the
making of any materially misleading or untrue representation, warranty or
certification; commencement of bankruptcy or other insolvency proceedings by or
against us; entry of one or more judgments against us that exceed $50 million
either individually or in the aggregate; or the failure to pay amounts due to
the PBGC or a Plan under Title IV of ERISA.
We also have the option to increase the revolving commitment by up to
$100 million to $750 million provided that we obtain a written consent for the
increase from each Lender that is increasing their commitment. In addition, no
default or event of default can exist at the time of the request and if any
amounts are outstanding at the time of the request, we must prepay one or more
existing Revolving Loans in an amount necessary such that after giving effect to
the increase in the Revolving Committed Amount each Lender will hold its pro
rata share (based on its share of the revised Revolving Committed Amount) of
outstanding Revolving Loans.
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