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Exhibit 10.25
SECOND AMENDMENT TO NOTE PURCHASE AGREEMENT
THIS
SECOND AMENDMENT TO NOTE PURCHASE AGREEMENT (this "Amendment")
dated
as of December 2, 2003, is entered into
among NORDSTROM PRIVATE LABEL
RECEIVABLES LLC (the "Transferor"),
NORDSTROM, FSB (the "Servicer"), FALCON
ASSET SECURITIZATION CORPORATION (the
"Conduit Purchaser"), BANK ONE, NA (MAIN
OFFICE CHICAGO), as agent (in such
capacity, the "Agent") and as committed
purchaser (in such capacity, the "Committed
Purchaser ").
BACKGROUND
1. The
Transferor, Servicer, Conduit Purchaser, Agent and Committed
Purchaser are parties to the Note Purchase
Agreement dated as of December 4,
2001 (as amended through the date hereof,
the "Agreement"); and
2. The
parties hereto desire to amend the Agreement as set forth
herein.
NOW,
THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and
sufficiency of which are hereby
acknowledged, the parties hereto hereby
agree as follows:
SECTION 1.
Definitions. Capitalized terms used in this Amendment and not
otherwise defined herein shall have the
meanings assigned thereto in the
Agreement.
SECTION 2.
Amendment of Definition of Purchase Expiration Date. The
definition of the term "Purchase Expiration
Date" contained in Section 1
