NORDSTROM CREDIT INC
EXHIBIT 10.17
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<TYPE>EX-10.17
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<FILENAME>v80824ex10-17.txt
<DESCRIPTION>EXHIBIT 10.17
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                                                                  EXHIBIT 10.17


             FIRST AMENDMENT TO BUSINESS ACCOUNT OPERATING AGREEMENT


        This First Amendment to Business Account Operating Agreement, dated as
of October 1, 2001 (the "Amendment"), between Nordstrom, Inc., a Washington
corporation ("Nordstrom") and Nordstrom Credit, Inc., a Colorado corporation
("Credit"), amends and supplements that certain Business Account Operating
Agreement, dated as of February 1, 1997 (the "Agreement"). Capitalized terms
used herein but not defined herein shall have the meanings ascribed to such
terms in the Agreement.

        Nordstrom and Credit wish to amend the Agreement, as set forth in this
Amendment.

        Therefore, in consideration of the mutual covenants and conditions
contained herein, the parties hereby amend and supplement the Agreement as
follows:

           1. The third recital on the first page is deleted in its entirety.

           2. Article I "Definitions" of the Agreement is hereby amended by
deleting in its entirety the second sentence from the definition of
"Receivable".

           3. Section 2.01(f) of the Agreement is amended by deleting the
existing provision in its entirety and replacing it with the following new
provision:

                      "(f) Credit shall purchase all Receivables without any
           recourse to Nordstrom with respect to any Receivable which is
           uncollectible or is accounted for as a bad debt."

           4. The following new provisions are added immediately following
Section 2.01(f):

                      "(g) The parties hereto intend that the conveyance of
           Nordstrom's right, title and interest in and to the Receivables shall
           constitute an absolute sale, conveying good title free and clear of
           any Liens (other than the Lien relating to a consignment of product
           sold in certain Nordstrom retail locations (the "Consignment") which
           Lien Nordstrom undertakes to have released or Nordstrom will make
           other arrangements satisfactory to Credit), claims, encumbrances or
           rights of others from Nordstrom to Credit. It is the intention of the
           parties hereto that the arrangements with respect to the Receivables
           shall constitute a purchase and sale of such Receivables and not a
           loan. In the event, however, that it were to be determined that the
           transactions evidenced hereby constitute a loan and not a purchase
           and sale, it is the intention of the parties hereto that this
           Agreement shall constitute a security agreement under applicable law,
           and that Nordstrom shall be deemed to have granted and does hereby
           grant to Credit a first priority perfected security interest, in all
           of Nordstrom's right, title and interest, whether owned on the
           Closing Date or thereafter acquired, in, to and under the Receivables
           and all money, accounts, payment intangibles, chattel paper,
           instruments, documents, goods, investment property, deposit accounts,
           certificates of deposit, letters of credit and advices of credit
           consisting of, arising from or related to the Receivables and all
           proceeds (including "proceeds" as defined in the Uniform Commercial
           Code (the "UCC") thereof to secure the obligations of Nordstrom
           hereunder.


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                      (h) Nordstrom makes the following representations and
           warranties to Credit. The representations and warranties speak as of
           the date of this Amendment and as of each subsequent date Receivables
           are transferred. Such representations and warranties shall survive
           the sale, transfer and assignment of the Receivables to Nordstrom
           Private Label Credit Card Master Note Trust (the "Trust"), the pledge
           thereof to Wells Fargo Bank Minnesota, N.A., as Indenture Trustee
           (the "Indenture Trustee") and the termination of this Agreement and
           shall not be waived by any party hereto unless the Rating Agency
           Condition (as defined in the Indenture, dated a of October 1, 2001
           (the "Indenture") between the Trust and the Indenture Trustee) is
           satisfied.

                                 (i) This Agreement creates a valid and
                      continuing security interest (as defined in the applicable
                      UCC) in the Receivables in favor of Credit, which security
                      interest is prior to all other Liens other than the Lien
                      of the Indenture, and is enforceable as such as against
                      creditors of and purchasers from Nordstrom.

                                 (ii) The Receivables constitute "accounts"
                      within the meaning of the applicable UCC.

                                 (iii) Nordstrom owns and has good and
                      marketable title to the Receivables free and clear of any
                      Lien (other than the Lien relating to the Consignment),
                      claim or encumbrance of any Person.

                                 (iv) Nordstrom has caused or will have caused,
                      on or before November 10, 2001, the filing of all
                      appropriate financing statements in the proper filing
                      office in the appropriate jurisdictions under applicable
                      law in order to perfect the security interest in the
                      Receivables granted to Credit hereunder.

                                 (v) Other than the security interest granted to
                      Credit pursuant to this Agreement, Nordstrom has not
                      pledged, assigned, sold, granted a security interest in,
                      or otherwise conveyed any of the Receivables. Nordstrom
                      has not authorized the filing of and is not aware of any
                      financing statements against Nordstrom that include a
                      description of collateral covering the Receivables other
                      than the Lien relating to the Consignment and any
                      financing statement relating to the security interest
                      granted to Credit hereunder or that has been terminated.
                      Nordstrom is not aware of any judgment or tax lien filings
                      against Nordstrom."

           5. Article III is amended by deleting in its entirety and replacing
it with the following new provision:

           "Section 3.01 Servicing of Receivables. Nordstrom fsb will service
           the Receivables, and Nordstrom will compensate Nordstrom fsb for
           servicing such Receivables, on the same terms as those governing the
           servicing of receivables in that certain Operating Agreement for
           Proprietary Accounts and Receivables, dated as of August 30, 1991,
           between Nordstrom fsb and Nordstrom Credit, Inc., as amended by a
           First Amendment dated March 1, 2000 and a Second Amendment dated
           October 1, 2001 (collectively, the "Operating Agreement"); provided,
           however, that the provisions of Article II and the daily settlement
           provisions of Article IV of the Operating Agreement will not apply to
           the



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           Receivables; and, further provided that Nordstrom fsb's rights and
           obligations to service the Receivables will only exist so long as the
           Receivables are owned by Nordstrom Credit, Inc."

           6. The following provision is added immediately following Section
7.08:

                      "Section 7.09 Nonpetition Covenant. Notwithstanding any
           prior termination of this Agreement, Nordstrom shall not, prior to
           the date which is one year and one day after the termination of this
           Agreement, acquiesce, petition or otherwise invoke or cause Credit or
           Nordstrom Credit Card Master Note Trust to invoke the process of any
           bankruptcy reorganization, arrangement, insolvency or liquidation
           proceedings or other proceedings under the United States federal or
           state bankruptcy or similar law.

           7. Except as specifically amended hereby, the original terms and
conditions of the Agreement are unchanged and in full force and effect.

           8. This Agreement shall be governed and construed in accordance with
the laws of the State of Colorado.

           IN WITNESS WHEREOF, the parties have executed this Agreement
effective as of the date first written above.



                                     NORDSTROM, INC.


                                     By: /s/ Blake Nordstrom
                                         ------------------------------------
                                     Name: Blake Nordstrom
                                     Title: President



                                     NORDSTROM CREDIT, INC.


                                     By: /s/ Michael G. Koppel
                                         ------------------------------------
                                     Name: Michael G. Koppel
                                     Title: Vice President and Treasurer



Acknowledged and Agreed

NORDSTROM fsb



By: /s/ Kevin T. Knight
    ------------------------------------
Name:  Kevin T. Knight
Title: Chairman and CEO



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