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Exhibit 4.1

NORDSTROM 2007-A AMENDMENT NO. 1

TO NOTE PURCHASE AGREEMENT




     This AMENDMENT NO. 1, dated as of April 30, 2008 (this “Agreement”), is entered into
among NORDSTROM CREDIT CARD RECEIVABLES II LLC (“NCCR”), NORDSTROM FSB (“NFSB”),
NORDSTROM CREDIT, INC. (“NCI”), FALCON ASSET SECURITIZATION COMPANY LLC (“Falcon”),
and JPMORGAN CHASE BANK, N.A. (“JPM”).



W I T N E S S E T H:




     WHEREAS, the NCCR, NFSB, NCI, Falcon and JPM are parties to that certain Note Purchase
Agreement dated as of May 2, 2007 (as amended, supplemented or otherwise modified from time to
time, the “Note Purchase Agreement”); and



     WHEREAS, the parties hereto have agreed to amend the Note Purchase Agreement on the terms and
conditions hereinafter set forth in accordance with its respective amendment provisions.



     NOW, THEREFORE, in consideration of the agreements herein contained, and for other valuable
consideration the receipt of which is hereby acknowledged, the parties hereto hereby agree as
follows:



     SECTION 1. Definitions. All capitalized terms used but not otherwise defined herein
are used as defined in the Note Purchase Agreement.



     SECTION 2. Amendments.



     2.1 Amendment of Section 1.01 of the Note Purchase Agreement, “Purchase Expiration
Date”. The definition of “Purchase Expiration Date” in Section 1.01 of the Note Purchase
Agreement is hereby amended by replacing the date “April 30, 2008” with the date “April 29, 2009”.



     2.2 Amendment of Section 1.01 of the Note Purchase Agreement, “LIBOR”. Clause (ii) of
the definition of “LIBOR” in Section 1.01 of the Note Purchase Agreement is hereby amended by
replacing “1.0%” with “3.0%”.



     SECTION 3. Miscellaneous.



     3.1 Effectiveness. This Agreement shall become effective as of April 30, 2008.



     3.2 Continuing Effect of the Note Purchase Agreement. As amended hereby, the Note
Purchase Agreement is, in all respects, ratified and confirmed and the Note Purchase Agreement, as
so amended or supplemented by this Amendment, shall be read, taken and construed as one and the
same instrument. This Agreement shall not constitute an amendment of any provision of the Note
Purchase Agreement not expressly referred to herein and all other documents, instruments and
agreements executed and/or delivered in connection therewith shall remain in full force and effect
and are hereby ratified and confirmed.



     3.3 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH THE INTERNAL LAWS OF



 









 




THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION
5-1401 OF THE GENERAL OBLIGATIONS LAW) AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES
HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.




     3.4 Successors and Assigns. This Agreement shall be binding upon and shall inure to
the benefit of the parties hereto and their respective successors and assigns.



     3.5 Headings. The Section headings in this Agreement are inserted for convenience of
reference only and shall not affect the meaning or interpretation of this Agreement or any
provision hereof.



     3.6 Counterparts. This Agreement may be executed by the parties hereto in several
counterparts, each of which shall be deemed to be an original and all of which shall constitute
together but one and the same agreement.



     3.7 Representation and Warranty. Each of the parties hereto represents and warrants
that this Agreement has been duly authorized, executed and delivered by it and constitutes its
legal, valid and binding obligations, enforceable in accordance with its terms, except as such
enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent
transfer, moratorium or other similar laws now or hereafter in effect affecting the enforcement of
creditors’ rights in general and by general principles of equity (regardless of whether such
enforceability is considered in a proceeding at law or in equity).



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     IN WITNESS WHEREOF, the parties have caused this First Omnibus Amendment to be duly executed
and delivered by their duly authorized officers, as of the date first above written.



	 	 	 	 	 	 	 
	 	 	NORDSTROM CREDIT CARD

RECEIVABLES II LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	by
	 	/s/ Marc A. Anacker
 

Name: Marc A. Anacker
	 	 
	 

	 	 	 	Title: Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	NORDSTROM FSB	 	 
	 
	 	 	 	 	 	 
	 

	 	by
	 	/s/ Kevin T. Knight	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Kevin T. Knight	 	 
	 

	 	 	 	Title: Chairman & CEO	 	 
	 
	 	 	 	 	 	 
	 	 	NORDSTROM CREDIT, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	by
	 	/s/ Marc A. Anacker	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Marc A. Anacker	 	 
	 

	 	 	 	Title: VP & Assistant Treasurer	 	 






Nordstrom Omnibus Amendment No. 1





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	 	 	FALCON ASSET SECURITIZATION

COMPANY LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	by
	 	/s/ Jill Lane
 

Name: Jill Lane
	 	 
	 

	 	 	 	Title: Executive Director	 	 
	 
	 	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A.	 	 
	 
	 	 	 	 	 	 
	 

	 	by
	 	/s/ Jill Lane	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Jill Lane	 	 
	 

	 	 	 	Title: Executive Director	 	 






Nordstrom Omnibus Amendment No. 1





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