Our Reference: ###-###-#### Re: USD 400,000,000.00 Interest Rate Swap

EX-10.1 2 v54480exv10w1.htm EX-10.1 exv10w1
Exhibit 10.1
Global Banking & Markets
Bankside 3, 3rd Floor
90-100 Southwark Street
London, SE1 0SW
          22 December 2009
PRIVATE AND CONFIDENTIAL
Nordstrom Incorporated
Seattle
Attn: Rob Campbell
Dear Sir/Madam,
Our Reference: ###-###-####
Re: USD 400,000,000.00 Interest Rate Swap
The purpose of this letter agreement (this “Confirmation”) is to set out the terms and conditions of the Transaction entered into between The Royal Bank of Scotland plc (“Party A”) and Nordstrom Incorporated (“Party B”) on the Trade Date specified below (the “Transaction”). This Confirmation constitutes a “Confirmation” as referred to in the Agreement specified below.
The definitions and provisions contained in the 2006 ISDA Definitions, as published by the International Swaps and Derivatives Association, Inc., are incorporated into this Confirmation. In the event of any inconsistency between those definitions and provisions and this Confirmation, this Confirmation will govern.
This Confirmation supplements, forms part of, and is subject to, the ISDA Master Agreement dated as of 30 October 2007 as amended and supplemented from time to time (the “Agreement”), between Party A and Party B. All provisions contained in the Agreement govern this Confirmation except as expressly modified below.
The terms of the particular Transaction to which this Confirmation relates are as follows:
     
Notional Amount
  USD 400,000,000.00
 
   
Trade Date
  21 December 2009 (time of trade is available upon request)
 
   
Effective Date
  23 December 2009

 


 

     
Termination Date
  15 January 2018, subject to adjustment in accordance with the Following Business Day Convention for all purposes, except as otherwise stated below.
 
   
Fixed Amounts
   
 
   
Fixed Rate Payer
  Party A
 
   
Fixed Rate Payer Payment Dates
  The 15 January and 15 July in each year, commencing 15 January 2010 to and including the Termination Date, subject to adjustment in accordance with the Following Business Day Convention, with No Adjustment to Period End Dates
 
   
Fixed Rate
  6.25 per cent per annum
 
   
Fixed Rate Day Count Fraction
  30/360
 
   
Business Days for Fixed Amounts
  London and New York
 
   
Floating Amounts
   
 
   
Floating Rate Payer
  Party B
 
   
Floating Rate Payer Payment Dates
  The 15 January and 15 July in each year, commencing 15 January 2010 to and including the Termination Date, subject to adjustment in accordance with the Modified Following Business Day Convention
 
   
Floating Rate Option
  USD-LIBOR-BBA
 
   
Floating Rate for Initial Compounding Period
  0.231880 pct
 
   
Designated Maturity
  1 month
 
   
Spread
  2.856 pct
 
   
Floating Rate Day Count Fraction
  Actual/360
 
   
Flat Compounding
  Applicable
 
   
Compounding Dates
  The 15th day of each month, commencing 15 January 2010 to but excluding the Termination Date subject to adjustment in accordance with the Modified Following Business Day Convention

 


 

     
Reset Dates
  The first day of each Compounding Period
 
   
Business Days for Floating Amounts
  London and New York
 
   
Calculation Agent
  Party A or, if different, as stated in the Agreement
 
   
Account Details
   
 
   
Account(s) for payments to Party A:
  As set out in our Standard Settlement Instructions
 
   
Account(s) for payments to Party B:
  Any payments due to yourselves in relation to this Transaction will be made in accordance with your Standard Settlement Instructions, where these are held by Party A. If these are not currently held by Party A or are not relevant to this Transaction, please advise.
 
   
Offices
   
 
   
The Office of Party A for the Transaction is:
  London
 
   
The Office of Party B for the Transaction is:
  Seattle
Additional Representations
Each party represents to the other party on the Trade Date of this Transaction that (in the absence of a written agreement between the parties that expressly imposes affirmative obligations to the contrary for this Transaction):-
(a) Non-Reliance. It is acting for its own account, and it has made its own independent decisions to enter into this Transaction and as to whether this Transaction is appropriate or proper for it based upon its own judgement and upon advice from such advisers as it has deemed necessary. It is not relying, and has not relied, on any communication (written or oral) of the other party as investment advice or as a recommendation to enter into this Transaction; it being understood that information and explanations related to the terms and conditions of this Transaction shall not be considered investment advice or a recommendation to enter into this Transaction. No communication (written or oral) received from the other party shall be deemed to be an assurance or guarantee as to the expected results of this Transaction.
(b) Assessment and Understanding. It is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of this Transaction. It is also capable of assuming, and assumes, the risks of this Transaction.
(c) Status of Parties. The other party is not acting as a fiduciary for or an adviser to it in respect of this Transaction.
Facsimile Signatures
The Parties acknowledge that this Confirmation has been executed by Party A by means of a computer-based system and that such execution shall have the same legal effect as if a signature had been manually written on such Confirmation and that each such Confirmation shall be deemed to have been signed by Party A for the purposes of any statute or rule of law that requires such Confirmation to be signed. The Parties acknowledge that in any legal

 


 

proceedings relating to this Confirmation, each party expressly waives any right to raise any defence or waiver of liability based upon the execution of this Confirmation by Party A by means of an electronically-produced signature or signatures.
Other
This Transaction has been entered into between Party B and Party A, a member of the London Stock Exchange, authorised and regulated by the Financial Services Authority.
The time of dealing will be confirmed by Party A upon written request.
This confirmation is in final form and supersedes all previous confirmations and other communications in respect of this Transaction and evidences a complete binding agreement between us as to the terms of the Transaction. No hard copy versions of this Confirmation will follow.
In the event that you disagree with any part of this Confirmation, please notify us via the contact details below, so that the discrepancy may be quickly resolved. Please note that our telephone conversations with you may be recorded.
     
            Telephone:
  +44 (0)1782 755 040
            Fax:
  +44 (0)207 085 6724
 
  +44 (0)20 7085 4526
            E-mail:
  ***@***
Please confirm that the foregoing correctly sets forth the terms of our agreement by executing a copy of this Confirmation and returning it to us.

 


 

Yours sincerely,

Name: Michaela Tomkins
Title: Authorised Signatory
For and on Behalf of
The Royal Bank of Scotland plc
Confirmed as of the date first written
 
Signed:  
Name: Robert E. Campbell
Title: Treasurer and Vice President-Investor Relations
Nordstrom Incorporated
Seattle
Counterparty Deal Reference: