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EXHIBIT 10.25
AMENDMENT NO. 5
TO
NOTE PURCHASE AGREEMENT
THIS AMENDMENT NO. 5, dated as of December 16 2004 (this
"Amendment
No. 5") amends the Note
Purchase Agreement, dated as of December 4, 2001 (the
"Note Purchase Agreement")
among Nordstrom Private Label Receivables LLC (the
"Transferor"), Nordstrom, fsb
("Servicer"), the Conduit Purchaser, the Agent and
the Committed Purchaser named
therein.
WHEREAS, the Transferor, the Servicer, the Conduit Purchaser,
the
Agent and the Committed
Purchaser entered into the Note Purchase Agreement in
connection with the issuance
of certain variable funding notes specified
therein; and
WHEREAS, Section 11.01 of the Note Purchase Agreement permits
the
Note Purchase Agreement to be
amended from time to time pursuant to the
conditions set forth therein;
and
WHEREAS, the parties hereto wish to amend the Note
Purchase
Agreement as set forth
herein;
NOW THEREFORE, in consideration of the above premises and for
other
good and valuable
consideration, the receipt and sufficiency of which are
hereby
acknowledged, the parties
hereto agree as follows:
1. Capitalized terms used herein and not otherwise defined
shall
have the meanings ascribed
thereto in the Transfer and Servicing Agreement (as
defined in Section 1.01 of
the Note Purchase Agreement).
2. A new definition "Available Maximum Principal Balance" is
hereby
added in Section 1.01 to read
as follows:
"Available Maximum Principal Balance" means, at any time,
the
excess (if any) of the Class A Maximum Principal Balance
over
the Other Class A Invested Amount.
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3. A new definition "Other Class A Invested Amount" is hereby
added
in Section 1.01 to read as
follows:
"Other Class A Invested Amount" means the "Class A
Invested
Amount," as defined in the Note Purchase Agreement, dated
as
of December 16, 2004, among Nordstrom Credit Card
Receivables
LLC, as transferor, Nordstrom fsb, as 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.
4. Section 2.03(a) is hereby amended by replacing "Class A
Maximum
Principal Bala
