Exhibit 10.2
SWAP TRANSACTION CONFIRMATION
| Date: | December 22, 2009 | |
| To: | Nordstrom, Inc. (“Counterparty”) | |
| Address: | 1617 6TH AVENUE SUITE 500 | |
| SEATTLE WA | ||
| 98101 USA | ||
| Email: | Robert.Sari@Nordstrom.com | |
| Attention: | Robert Sari | |
| From: | Wachovia Bank, N.A. (“Wachovia”) | |
| Ref. No: | 4220047 |
Dear Robert Sari:
This confirms the terms of the Transaction described below between Counterparty and Wachovia. 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. Fixed Amounts and Floating Amounts for each applicable Payment Date hereunder will be calculated in accordance with the ISDA Definitions, and if any Fixed Amount and Floating Amount are due for the same Payment Date hereunder, then those amounts shall not be payable and instead the Fixed Rate Payer shall pay the positive difference, if any, between the Fixed Amount and the Floating Amount, and the Floating Rate Payer shall pay the positive difference, if any, between the Floating Amount and the Fixed Amount.
1. The terms of the particular Transaction to which the Confirmation relates are as follows:
Transaction Type: | Interest Rate Swap | |||||
Currency for Payments: | U.S. Dollars | |||||
Notional Amount: | USD 250,000,000.00 | |||||
Term: | ||||||
| Trade Date: | December 21, 2009 | |||||
| Effective Date: | December 23, 2009 | |||||
| Termination Date: | January 15, 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: | Wachovia | |||||
| Period End Dates: | Semi-annually on the 15th of each January and July commencing January 15, 2010, through and including the Termination Date; No Adjustment. | |||||
| Payment Dates: | Semi-annually on the 15th of each January and July commencing January 15, 2010, through and including the Termination Date, subject to |
Wachovia: 4220047
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| adjustment in accordance with the Following Business Day Convention; provided that the Fixed Rate Payer Period End Dates shall be subject to No Adjustment. | ||
| Business Day Convention: | Following | |
| Business Day: | London and New York | |
| Fixed Rate: | 6.25% | |
| Fixed Rate Day Count Fraction: | 30/360 | |
Floating Amounts: | ||
| Floating Rate Payer: | Counterparty | |
| Period End Dates: | Semi-annually on the 15th of each January and July commencing January 15, 2010, through and including the Termination Date, subject to adjustment in accordance with the Modified Following Business Day Convention. | |
| Payment Dates: | Semi-annually on the 15th of each January and July commencing January 15, 2010, through and including the Termination Date, subject to adjustment in accordance with the Modified Following Business Day Convention. | |
| Business Day Convention: | Modified Following | |
| Business Day: | London and New York | |
| Floating Rate for initial | 0.23188% (excludes Spread) | |
| Compounding Period: | ||
| Floating Rate Option: | USD-LIBOR-BBA | |
| Designated Maturity: | 1 Month | |
| Spread: | Plus 2.856% | |
| Floating Rate Day Count Fraction: | Actual/360 | |
| Floating Rate determined: | Two London Banking Days prior to each Reset Date. | |
| Reset Dates: | The first day of each Compounding Period. | |
| Compounding: | Flat Compounding Applicable | |
| Compounding Dates: | Monthly on the 15th of each month, subject to the Modified Following Business Day Convention | |
| Rounding convention: | 5 decimal places per the ISDA Definitions. |
2. The additional provisions of this Confirmation are as follows:
Calculation Agent: | Wachovia | |
Payment Instructions: | Wachovia Bank, N.A. | |
| CIB Group, ABA 053000219 | ||
| Ref: Derivative Desk (Trade No: 4220047) | ||
| Account #: 04659360006116 | ||
Wachovia Contacts: | Settlement and/or Rate Resets: | |
| 1-800-249-3865 | ||
| 1-704-383-8429 | ||
| Documentation: | ||
| Tel: (704) 715-7051 |
Wachovia: 4220047
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| Fax: (704) 383-9139 | ||
| Collateral: | ||
| Tel: (704) 383-9529 | ||
| Please quote transaction reference number. | ||
Payments to Counterparty: | Per your standing payment instructions or debit authorization if provided to Wachovia, as relevant. If not provided, please contact us in order for payment to be made. | |
| Phone: 1-800-249-3865 Fax: 1-704-383-8429 |
Documentation
This Confirmation supplements, forms part of, and is subject to, the Master Agreement between Wachovia and Counterparty dated as of November 06, 2009, as amended and supplemented from time to time (the “ISDA Master Agreement”). All provisions contained or incorporated by reference in the ISDA Master Agreement will govern this Confirmation except as expressly modified herein.
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.
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.
| Very truly yours, | ||||||
| Wachovia Bank, N.A. | ||||||
| By: |  | |||||
| Name: Title: | Tracey Bissell Vice President | |||||
| Ref. No. 4220047 | ||||||
| Accepted and Confirmed as of date first written above: | ||||
| Nordstrom, Inc. | ||||
| By: | /s/ Robert E. Campbell | |||
| Name: | Robert E. Campbell | |||
| Title: | Treasurer and Vice President — Investor Relations | |||
Wachovia: 4220047