Nordstrom, Inc. Registration Rights AgreementRegistration Rights Agreement • March 28th, 2014 • Nordstrom Inc • Retail-family clothing stores • New York
Nordstrom, 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:
ContractGlobal Security Note • March 28th, 2014 • Nordstrom Inc • Retail-family clothing stores • New York
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.
