EX-4.5 5 d698951dex45.htm EX-4.5 EXECUTION COPY Nordstrom, Inc. Registration Rights Agreement December 12, 2013 To the Initial Purchasers and the Dealer- Managers set forth in Schedule A attached hereto Ladies and Gentlemen:New York • May 5th, 2020
Jurisdiction FiledMay 5th, 2020Nordstrom, Inc., a Washington corporation (the “Company”), proposes to issue (i) upon the terms set forth in the Purchase Agreement (as defined herein), its 5.00% Senior Notes due 2044 and (ii) upon the terms set forth in the Dealer-Manager Agreement (as defined herein), additional 5.00% Senior Notes due 2044. Accordingly, as an inducement for the Initial Purchasers (as defined herein) to enter into the Purchase Agreement and for the Dealer-Managers (as defined herein) to enter into the Dealer-Manager Agreement, the Company agrees with the Initial Purchasers and the Dealer-Managers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
Exchange and Registration Rights AgreementExopack Holding Corp • August 11th, 2006 • New York
Company FiledAugust 11th, 2006 JurisdictionExopack Holding Corp., a Delaware corporation (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) its 11 1/4% Senior Notes due 2014, which are unconditionally guaranteed by the Guarantors (as defined herein). As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company and the Guarantors agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
FTI Consulting, Inc. unconditionally guaranteed as to the payment of principal, premium, if any, and interest by the Guarantors named on Schedule I heretoFti Consulting Inc • August 3rd, 2005 • Services-management consulting services
Company FiledAugust 3rd, 2005 IndustryFTI Consulting, Inc., a Maryland corporation (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $200,000,000 in aggregate principal amount of its 7 5/8% Senior Notes due 2013, which are unconditionally guaranteed by the Guarantors (as defined herein). As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company and the Guarantors agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
NewPage Corporation Floating Rate Senior Secured Notes due 2012 10% Senior Secured Notes due 2012 12% Senior Subordinated Notes due 2013 unconditionally guaranteed as to the payment of principal, premium, if any, and interest by the Guarantors named...NewPage Energy Services LLC • June 20th, 2005 • New York
Company FiledJune 20th, 2005 JurisdictionNewPage Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) of $225,000,000 in aggregate principal amount of Floating Rate Senior Secured Notes due 2012, $350,000,000 in aggregate amount of 10% Senior Secured Notes due 2012 (the “Secured Notes”) and $200,000,000 in aggregate amount of 12% Senior Subordinated Notes due 2013 (the “Subordinated Notes”) specified above, which are unconditionally guaranteed by the Guarantors (as defined herein). As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company agrees with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
Exchange and Registration Rights AgreementBell Powersports, Inc. • April 7th, 2005 • Sporting & athletic goods, nec • New York
Company FiledApril 7th, 2005 Industry JurisdictionRiddell Bell Holdings, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) an aggregate of $140,000,000 principal amount of its 8.375% Senior Subordinated Notes due 2012, which are unconditionally guaranteed by the Guarantors named in Schedule I hereto. As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company and the Guarantors agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
Hornbeck Offshore Services, Inc. unconditionally guaranteed as to the payment of principal, premium, if any, and interest by Energy Services Puerto Rico, LLC Hornbeck Offshore Services, LLC Hornbeck Offshore Transportation, LLC Hornbeck Offshore...Hornbeck Offshore Services Inc /La • November 24th, 2004 • Deep sea foreign transportation of freight • New York
Company FiledNovember 24th, 2004 Industry JurisdictionHornbeck Offshore Services, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $225,000,000 aggregate principal amount of the Company’s 6.125% Senior Notes due 2014, which are unconditionally guaranteed by Energy Services Puerto Rico, LLC, Hornbeck Offshore Services, LLC, Hornbeck Offshore Transportation, LLC, Hornbeck Offshore Operators, LLC, HOS-IV, LLC and Hornbeck Offshore Trinidad & Tobago, LLC. As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company (as defined herein) and the Guarantors agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
Exchange and Registration Rights AgreementSealy Texas Holdings LLC • July 1st, 2004 • Household furniture • New York
Company FiledJuly 1st, 2004 Industry JurisdictionSealy Mattress Company, an Ohio corporation (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) an aggregate of $390,000,000 principal amount of its 8.25% Senior Subordinated Notes due 2014, which are guaranteed by the Guarantors named on Schedule I hereto. As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company and the Guarantors agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
Concordia Bus Nordic AB (publ) 9.125% Senior Secured Notes due August 1, 2009 Exchange and Registration Rights AgreementIngenior M.O. Schoyens Bilcentraler As • May 28th, 2004 • New York
Company FiledMay 28th, 2004 JurisdictionGoldman Sachs International J.P. Morgan Securities Ltd. as representatives of the several Purchasers named in Schedule I to the Purchase Agreement referred to below, c/o Goldman Sachs International Peterborough Court 133 Fleet Street London EC4A 2BB
Airgas, Inc. 6¼% Senior Subordinated Notes due 2014 unconditionally guaranteed as to the payment of principal, premium, if any, and interest by the Guarantors named in Schedule I heretoAirgas Inc • April 15th, 2004 • Wholesale-industrial machinery & equipment • New York
Company FiledApril 15th, 2004 Industry JurisdictionAirgas, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) its 6¼% Senior Subordinated Notes due 2014, which are guaranteed by the Guarantors named in Schedule I hereto. As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company agrees with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
Stratus Technologies, Inc. unconditionally guaranteed as to the payment of principal, premium, if any, and interest by Stratus Technologies International, S.à r.l., Stratus Equity S.à r.l., SRA Technologies Cyprus, Ltd., Stratus Technologies Bermuda,...Stratus Technologies International Sarl • February 12th, 2004 • New York
Company FiledFebruary 12th, 2004 JurisdictionStratus Technologies, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) its 10.375% Senior Notes due 2008 which are unconditionally guaranteed by Stratus Technologies International, S.à r.l., Stratus Equity S.à r.l., SRA Technologies Cyprus, Ltd., Stratus Technologies Bermuda, Ltd., Stratus Technologies Ireland Limited, Stratus Research & Development Ltd., Cemprus, LLC and Cemprus Technologies, Inc. (each a “Guarantor” and collectively, the “Guarantors”). As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company and the Guarantors, jointly and severally, agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
Exchange and Registration Rights AgreementJohnson Polymer Inc • July 31st, 2002 • New York
Company FiledJuly 31st, 2002 JurisdictionJohnsonDiversey, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) its U.S. $300,000,000 9.625% Senior Subordinated Notes due 2012, which are unconditionally guaranteed by the Guarantors named in Schedule I hereto. As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company and the Guarantors agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows: