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Exhibit 10.32
AGREEMENT REGARDING THE NOTE PURCHASE AGREEMENTS
Agreement
Regarding the Note Purchase Agreements, dated as of December
16,
2004 (the "Agreement"),
between Nordstrom Credit Card Receivables LLC ("Credit
Card LLC") and Nordstrom
Private Label Receivables LLC ("Private Label LLC").
Whereas
the Credit Card LLC is a party to the Note Purchase Agreement
(the
"Credit Card Note Purchase
Agreement"), dated as of December 16, 2004, together
with Nordstrom fsb, as
servicer (the "Servicer"), Falcon Asset Securitization
Corporation, as conduit
purchaser, and JPMorgan Chase Bank, N.A.
(successor-by-merger to Bank
One, NA (Main Office Chicago)), as committed
purchaser and as agent for
the purchasers therein;
Whereas
the Private Label LLC is a party to the Note Purchase
Agreement
(the "Private Label Note
Purchase Agreement" and, together with the Credit Card
Note Purchase Agreement, the
"Note Purchase Agreements" and individually, a
"Note Purchase Agreement"),
dated as of December 4, 2001, as amended, together
with Nordstrom fsb, as
servicer (the "Servicer"), Falcon Asset Securitization
Corporation, as conduit
purchaser, and JPMorgan Chase Bank, N.A.
(successor-by-merger to Bank
One, NA (Main Office Chicago)), as committed
purchaser and as agent for
the purchasers therein;
WHEREAS,
each of the Note Purchase Agreements provides that
Available
Maximum Principal Balance
ther
