Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to Issuer or its agent
for registration of transfer, exchange, or payment, and any certificate issued
is registered in the name of Cede & Co. or in such other name as is 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), 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.
REGISTERED REGISTERED
CUSIP NO. NO. __-____
NORDSTROM CREDIT, INC.
____% NOTE DUE ____________________
ORIGINAL ISSUE DATE: PRINCIPAL AMOUNT:
_____________, ____ $________________
INTEREST RATE: MATURITY DATE:
____% ________________
NORDSTROM CREDIT, INC., a Colorado corporation (hereinafter called the
"Company," which term includes any successor corporation under the Indenture
hereinafter referred to), for value received hereby promises to pay to Cede &
Co., or registered assigns, the principal sum of _______________________
DOLLARS ($____________________), on the Maturity Date as shown above and to
pay interest thereon from the Original Issue Date as shown above or from the
most recent Interest Payment Date to which interest has been paid or duly
provided for, semiannually in arrears on ____________________ 1 and
____________________ 1 in each year and on the Maturity Date, commencing
____________________ 1, ________ at the rate per annum as shown above, until
the principal hereof is paid or made available for payment and (to the extent
that the payment of such interest shall be legally enforceable) at the rate
per annum as shown above on any overdue principal and on any overdue
installment of interest. 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 security (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 ____________________ 15 or
____________________ 15 (whether or not a Business Day), as the case may be,
next preceding such Interest Payment Date. Notwithstanding the foregoing, (i)
in the case of a Security issued between a Regular Record Date and the
Interest Payment Date relating to such Regular Record Date, interest for the
period beginning on the Original Issue Date and ending on such Interest
Payment Date shall be paid on the Interest Payment Date following the next
succeeding Regular Record Date to the Person in whose name this Security (or
one or more Predecessor Securities) is registered at the close of business
on the next succeeding Regular Record Date, and (ii) interest payable on a
Maturity Date which is not a ____________________ 1 or ____________________
1, will be paid to the Person to whom principal shall be payable. Any
interest not so punctually paid or duly provided for will forthwith cease to
be payable to the Holder on the relevant Regular Record Date and may either
be paid to the Person in whose name this Security (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 Trustee, notice
whereof to be given to Holders of Securities of this series not more than 15
and not less than 10 days prior to such Special Record Date, or be paid at
any time in any other lawful manner not inconsistent with the requirements of
any securities exchange on which the Securities of this series 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 interest on this Security due at Maturity
will be made in immediately available funds to the Depositary or its nominee,
PROVIDED that this Security is presented to the Trustee in time for the Trustee
to make such payment in accordance with its normal procedures. Payment of
interest (other than interest payable at Maturity) on this Security will be make
by transfer of immediately available funds to the Depositary or its nominee.
Unless the certificate of authentication hereon has been executed by the
Trustee referred to below, directly or through an authenticating agent, by the
manual signature of an authorized officer, this Security shall not be entitled
to any benefit under the Indenture or be valid or obligatory for any purpose.
TRUSTEE'S CERTIFICATE OF IN WITNESS WHEREOF, the Company has
AUTHENTICATION caused this instrument to be duly
executed under a facsimile of its
This is one of the Securities of corporate seal.
the series designated herein
issued under the within-mentioned
Indenture. (CORPORATE SEAL)
NORWEST BANK COLORADO,
NATIONAL ASSOCIATION, as Trustee
By_______________________________ NORDSTROM CREDIT, INC.
(Authorized Officer)
By___________________________________
John A. Goesling, Executive Vice
President and Treasurer
Attest:
By__________________________________
Karen E. Purpur, Secretary
2
NORDSTROM CREDIT, INC.
_____% NOTE DUE ____________________
This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities") issued and to be issued in one or more
series under an Indenture dated as of April 22, 1997 ("Indenture"),
between the Company and Norwest Bank Colorado, National Association, 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 Securities and the terms upon which the Securities are, and are
to be, authenticated and delivered. This Security is one of the Securities of
the series designated on the face hereof limited in aggregate principal amount
to $____________________.
This Security is not subject to redemption or to any sinking fund.
Interest payments for this Security will include interest accrued to but
excluding the Interest Payment Date. Interest payments for this Security will
be computed and paid on the basis of a 360-day year of twelve 30-day months.
If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of not less than a majority in principal amount of the
Securities at the time Outstanding of all series to be affected. The Indenture
also contains provisions permitting the Holders of not less than a majority in
aggregate principal amount of the Securities of each series (all series voting
as a single class if all series are affected and compliance is being waived) at
the time Outstanding, on behalf of the Holders of all Securities of such series,
to waive, with certain exceptions as therein provided, compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the registration
of transfer hereof or in exchange therefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.
No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this
Security at the times, places and rate, and in the coin or currency, herein
prescribed.
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Security is registrable in the Security Register,
upon surrender of this Security for registration of transfer at the designated
office or agency of the Trustee in Denver, Colorado duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities of
this series, of any authorized denominations and of a like tenor and for the
same aggregate principal amount, will be issued to the designated transferee or
transferees.
3
The Securities of this series are issuable only in registered form without
coupons in denominations of $100,000 and in any greater amount that is an
integral multiple of $1,000. As provided in the Indenture and subject to
certain limitations therein set forth, Securities of this series are
exchangeable for a like tenor, aggregate principal amount and Stated Maturity of
Securities of this series of a different authorized denomination, as requested
by the Holder surrendering the same.
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in connection therewith.
Prior to due presentment of this Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
This Security, including without limitation the obligation of the Company
contained herein to pay principal of and interest on this Security in accordance
with the terms hereof and of the Indenture, shall be construed in accordance
with and governed by the laws of the state of Colorado.
This Security is a Global Security and shall be exchangeable, in whole but
not in part, for Securities registered in the names of Persons other than the
Depositary with respect to this Global Security or its nominee only if (x) such
Depository notifies the Company that it is unwilling or unable to continue as
Depositary for this Global Security or at any time ceases to be a clearing
agency registered as such under the Securities Exchange Act of 1934, as amended,
(y) the Company executes and delivers to the Trustee a Company Order that this
Global Security shall be exchangeable, or (z) there shall have occurred and be
continuing an Event of Default or an event which, with the giving of notice or
lapse of time, or both, would constitute an Event of Default with respect to the
Securities. If this Global Security is exchangeable pursuant to the preceding
sentence it shall be exchangeable for Securities issuable in denominations of
$1,000 and any integral multiple thereof, registered in such names as such
Depositary shall direct.
4
_______________________________
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations.
TEN COM - as tenants in common UNIF GIFT MIN ACT -______Custodian_______
TEN ENT - as tenants by the (Cust) (Minor)
entireties Under Uniform Gifts to
JT - as joint tenants with Minors Act
right of survivorship ______________________
and not as tenants (State)
in common
Additional abbreviations may also be used though not in the above list.
_________________________________
FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and
transfer(s) unto
(Please insert Social Security or other
identifying number of assignee)
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Please print or typewrite name and address including postal zip code of
assignee.
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the within Security and all rights thereunder, hereby irrevocably constituting
and appointing
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to transfer said Security on the books of the Company, with full power of
substitution in the premises.
Dated:__________________________
________________________________________
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT
MUST CORRESPOND WITH THE NAME AS WRITTEN
UPON THE FACE OF THE WITHIN INSTRUMENT
IN EVERY PARTICULAR, WITHOUT ALTERATION
OR ENLARGEMENT, OR ANY CHANGE WHATEVER.