THIS NOTE IS A
GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY (AS
DEFINED IN THE INDENTURE) OR A NOMINEE THEREOF. THIS GLOBAL
SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF
ANY PERSON OTHER THAN SUCH DEPOSITARY OR ITS NOMINEE ONLY IN
LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND, UNLESS AND
UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN
DEFINITIVE FORM, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT
AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, OR BY
A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF
THE DEPOSITARY, OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESS
DEPOSITARY.
UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
(“DTC”), TO THE COMPANY (AS DEFINED BELOW) OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY
IS ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND
ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) AND ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE
& CO., HAS AN INTEREST HEREIN.
6.75% Senior Note due
2014
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No. R-1
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Principal Amount
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CUSIP
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Nordstrom, Inc., a
Washington corporation (hereinafter called the
“Company”, which term includes any successor Person
under the Indenture referred to below), for value received, hereby
promises to pay to Cede & Co., or registered assigns, the
principal sum of
U.S. Dollars (U.S.$
) on June 1, 2014 and to pay interest thereon from
May 26, 2009 or from the most recent Interest Payment Date to
which interest has been paid or duly provided for, semi-annually on
June 1 and December 1 in each year (each an “Interest Payment
Date”), commencing December 1, 2009 at the rate of 6.75%
per annum, until the principal hereof is paid or duly made
available for payment. The interest so payable and punctually paid
or duly provided for on any Interest Payment Date will, as provided
in such Indenture, be paid to the Person in whose name this Note
(or one or more Predecessor Securities) is registered at the close
of business on the Regular Record Date for such interest, which
shall be the May 15 or November 15 (whether or not a
Business Day), as the case may be, next preceding such Interest
Payment Date. Any such interest which is payable, but is not
punctually paid or
duly provided
for, on any Interest Payment Date shall forthwith cease to be
payable to the registered Holder hereof on the relevant Regular
Record Date by virtue of having been such Holder, and may be paid
to the Person in whose name this Note (or one or more Predecessor
Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed
by the Company, notice whereof shall be given to Holders of Notes
of this series not less than 10 days prior to such Special
Record Date, or may be paid at any time in any other lawful manner
not inconsistent with the requirements of any securities exchange
on which the Notes may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in said
Indenture.
Payment of the
principal of and the interest on this Note will be made at the
office of the Trustee (as defined below) at Wells Fargo Bank, N.A.,
Corporate Trust Operations, 608 Second Avenue South, N9303-121,
Minneapolis, Minnesota 55479, in such coin or currency of the
United States of America as at the time of payment is legal tender
for payment of public and private debts; provided, however, that at
the option of the Company, interest may be paid by check mailed to
the address of the Person entitled thereto as such address shall
appear in the Security Register, provided, further, that payment to
DTC or any successor depositary may be made by wire transfer to the
account designated by DTC or such successor depositary in
writing.
This Note is one
of a duly authorized issue of securities of the Company (herein
called the “Notes”), issued and to be issued in one or
more series under an Indenture, dated as of December 3, 2007
(herein called, together with all indentures supplemental thereto,
the “Indenture”) between the Company and Wells Fargo
Bank, N.A., as Trustee (herein called the “Trustee”,
which term includes any successor trustee under the Indenture), to
which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the
Company, the Trustee and the Holders of the Notes and of the terms
upon which the Notes are, and are to be, authenticated and
delivered. This Note is one of the series designated on the face
hereof, limited (subject to exceptions provided in the Indenture)
to the aggregate principal amount specified in the Officers’
Certificate dated May 26, 2009 establishing the terms of the Notes
pursuant to the Indenture.
The Company may,
at its option, redeem this Note, at any time in whole or from time
to time in part, at a redemption price equal to the greater of:
(i) 100% of the principal amount of the Notes to be redeemed;
and (ii) the sum of the present values of the remaining
scheduled payments of principal and interest thereon (not including
any portion of such payments of interest accrued as of the date of
redemption), discounted to the date of redemption on a semi-annual
basis (assuming a 360-day year consisting of twelve 30-day months)
at the Treasury Rate (as defined below), plus 50 basis points, plus
accrued and unpaid interest thereon to the date of
redemption.
For purposes of
the immediately preceding paragraph, the following defined terms
shall have the meanings specified:
“Comparable
Treasury Issue” means the United States Treasury security
selected by the Quotation Agent as having a maturity comparable to
the remaining term (as measured from the date of redemption) of the
series of the Notes to be redeemed that would be utilized,
at
the time of
selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable
maturity to the remaining term of such Notes.
“Comparable
Treasury Price” means, with respect to any redemption date,
(i) the average of three Reference Treasury Dealer Quotations
for such redemption date, after excluding the highest and lowest
such Reference Treasury Dealer Quotations, or (ii) if the
Trustee obtains fewer than five such Reference Treasury Dealer
Quotations, the average of all such quotations, or (iii) if
only one Reference Treasury Dealer Quotation is received, such
quotation.
“Quotation
Agent” means any Reference Treasury Dealer appointed by the
Company.
“Reference
Treasury Dealer” means (i) each of Banc of America
Securities LLC, J.P. Morgan Securities Inc., Goldman, Sachs &
Co. and Morgan Stanley & Co. Incorporated (or their respective
affiliates that are Primary Treasury Dealers) and their respective
successors; provided, however, that if any of the foregoing shall
cease to be a primary U.S. Government securities dealer in New York
City (a “Primary Treasury Dealer”), the Company will
substitute therefor another Primary Treasury Dealer, and
(ii) any other Primary Treasury Dealers selected by the
Company.
“Reference
Treasury Dealer Quotations” means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as
determined by the Trustee, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage
of its principal amount) quoted in writing to the Trustee by such
Reference Treasury Dealer at 5:00 p.m., New York City time, on the
third business day preceding such redemption date.
“Treasury
Rate” means, with respect to any redemption date, the rate
per annum equal to the semi-annual equivalent yield to maturity of
the Comparable Treasury Issue, assuming a price for the Comparable
Treasury Issue (expressed as a percentage of its principal amount)
equal to the Comparable Treasury Price for such redemption
date.
Notwithstanding
the foregoing, installments of interest on this Note that are due
and payable on Interest Payment Dates falling on or prior to a
redemption date will be payable on the Interest Payment Date to the
registered Holder hereof as of the close of business on the
relevant Regular Record Date.
Notice of any
redemption will be mailed at least 30 days but not more than
60 days before the redemption date to each Holder of the Notes
to be redeemed by the Company or by the Trustee on behalf of the
Company; provided that notice of redemption may be mailed more than
60 days prior to a redemption date if the notice is issued in
connection with a defeasance of the Notes or a satisfaction and
discharge of the Notes.
Unless the Company
defaults in payment of the redemption price, on and after the
redemption date, interest will cease to accrue on the Notes or
portions thereof called for redemption. If less than all of the
Notes are to be redeemed, the Notes to be redeemed shall be
selected by lot by DTC, in the case of Notes represented by a
Global Security, or by the Trustee by a method the Trustee deems to
be fair and appropriate, in the case of Notes that are not
represented by a Global Security.
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