NORDSTROM CREDIT INC
EXHIBIT 10.18
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<TYPE>EX-10.18
<SEQUENCE>9
<FILENAME>v80824ex10-18.txt
<DESCRIPTION>EXHIBIT 10.18
<TEXT>
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                                                                  EXHIBIT 10.18


            SECOND AMENDMENT TO BUSINESS ACCOUNT OPERATING AGREEMENT


        This Second Amendment to Business Account Operating Agreement, dated as
of November 30, 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 as amended by that certain First
Amendment to Business Account Operating Agreement between Nordstrom and Credit
dated as of October 1, 2001 (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. Section 2.01(g) is amended in its entirety to state as follows:

                      "(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, claims, encumbrances or rights of others (other than Liens
           relating to consignments of product sold in certain Nordstrom retail
           locations ("Consignments") which Liens against Receivables are
           incidental to Nordstrom's sale of such products) 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 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."

           2. Section 2.01(h) is amended in its entirety to state as follows:

                      "(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. In the


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           event a sale of the Receivables is permitted in accordance with
           Section 2.01(h) above, 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 Liens
                      associated with the Consignments and/or 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 Liens relating to the Consignments),
                      claim or encumbrance of any Person.

                                 (iv) Nordstrom has caused 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 or with respect to the
                      Consignments, 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 Liens relating to
                      the Consignments 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."

           3. Except as specifically amended hereby, the original terms and
conditions of the Agreement (as amended by the First Amendment to Business
Account Operating Agreement) are unchanged and in full force and effect.

           4. This Amendment shall be governed and construed in accordance with
the laws of the State of Colorado.



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


                                     NORDSTROM, INC.


                                     By: /s/ Robert E. Campbell
                                         ------------------------------------
                                     Name:   Robert E. Campbell
                                     Title:  Treasurer



                                     NORDSTROM CREDIT, INC.


                                     By: /s/ Carol S. Powell
                                         ------------------------------------
                                     Name:  Carol S. Powell
                                     Title: Assistant Treasurer



Acknowledged and Agreed

NORDSTROM fsb


By: /s/ Denny D. Dumler
    ------------------------------------
Name:  Denny D. Dumler
Title: President


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