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                                                                   EXHIBIT 10.38

                            PERFORMANCE UNDERTAKING

        This Performance Undertaking (this "Undertaking"), dated as of December
4, 2001, is executed by Nordstrom, Inc., a Washington corporation (the
"Provider"), in favor of Bank One, NA (Main Office Chicago), a national banking
association ("Bank One" or "Agent"), as Agent (together with its successors and
assigns, "Recipient").

                                    RECITALS

        1. Nordstrom fsb, a federal savings bank association ("Bank") and
Nordstrom Credit, Inc., a Colorado corporation ("NCI") have entered into an
Operating Agreement, dated as of August 30, 1991, as amended by the First
Amendment to Operating Agreement, dated as of March 1, 2001 and by the Second
Amendment to Operating Agreement, dated as of October 1, 2001, as may be further
amended from time to time (the "Operating Agreement") pursuant to which Bank,
subject to the terms and conditions contained therein, sold its right, title and
interest in certain of its accounts receivable and on a daily basis sells
additional accounts receivable to NCI.

        2. Nordstrom, Inc., a Washington Corporation and NCI have entered into a
Business Account Operating Agreement, dated as of February 1, 1997, as amended
by the First Amendment to Business Account Operating Agreement, dated as of
October 1, 2001, as may be further amended from time to time (the "Business
Account Operating Agreement") pursuant to which Nordstrom, Inc., subject to the
terms and conditions contained therein, sold its right, title and interest in
certain of its accounts receivable and on a daily basis sells additional
accounts receivable to NCI.

        3. NCI and Nordstrom Private Label Receivables LLC, a Delaware limited
liability company (the "Transferor") have entered into a Receivables Purchase
Agreement, dated as of October 1, 2001, as may be amended from time to time (the
"Receivables Purchase Agreement") pursuant to which NCI, subject to the terms
and conditions contained therein, sold its right, title and interest in certain
accounts receivable and on a daily basis sells additional accounts receivable to
Transferor.

        4. Transferor, Bank, in its capacity as servicer (in such capacity, the
"Servicer") and Nordstrom Private Label Credit Card Master Note Trust, a
Delaware statutory business trust (the "Issuer") have entered into a Transfer
and Servicing Agreement, dated as of October 1, 2001, as may be amended from
time to time (the "Transfer and Servicing Agreement") pursuant to which
Transferor, subject to the terms and conditions therein, transferred its right,
title and interest in certain accounts receivable (the "Receivables"), on a
daily basis sells additional accounts receivable and Servicer agreed to service
the Receivables.

        5. Issuer and Wells Fargo Bank West, N.A., as Indenture Trustee have
entered into a Master Indenture dated as of October 1, 2001, as may be amended
from time to time (the "Master Indenture") and an Indenture Supplement thereto
dated as of November 19, 2001, as may be amended from time to time (the
"Indenture Supplement" and together with the Master Indenture, the "Indenture")
pursuant to which Issuer has issued the Class A Note and the Class B Note.


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        6. Transferor, Servicer, Falcon Asset Securitization Corporation, a
Delaware corporation ("Falcon") and Bank One have entered into the Note Purchase
Agreement, dated as of November 19, 2001, as amended from time to time (the
"Note Purchase Agreement") pursuant to which Agent has agreed to purchase the
Class A Note from Transferor on behalf of the Conduit Purchaser.

        7. Pursuant to the Receivables Purchase Agreement, Transfer and
Servicing Agreement and the Note Purchase Agreement, each of Bank and NCI,
subject to the terms and conditions contained therein, makes certain
representations, warranties and covenants, including agreeing to pay certain
costs, fees and other amounts, all for the benefit of the Noteholders (as
defined in the Indenture), including Falcon.

        8. Each of Bank and NCI is a Subsidiary of Provider, and Provider has
received and will continue to receive substantial direct and indirect benefits
from the sale and transfer of accounts receivable as described above (which
benefits are hereby acknowledged).

        9. As an inducement for Falcon to purchase the Class A Note issued by
Issuer and for Bank One to become agent, each pursuant to the Note Purchase
Agreement, Provider has agreed to guaranty the due and punctual performance by
(i) Bank of its obligations, individually and in its capacity as Servicer under
the Operating Agreement, the Transfer and Servicing Agreement and the Note
Purchase Agreement and (ii) NCI of its obligations under the Receivables
Purchase Agreement.

                                    AGREEMENT

        NOW, THEREFORE, Provider hereby agrees as follows:

        Section 1. Definitions. Capitalized terms used herein and not defined
herein shall have the respective meanings assigned thereto in the Note Purchase
Agreement. In addition:

        "Obligations" means, collectively, (i) all covenants, agreements, terms,
conditions and indemnities to be performed and observed by Bank, individually
and in its capacity as Servicer, under and pursuant to the Operating Agreement,
the Transfer and Servicing Agreement, the Indenture or the Note Purchase
Agreement and each other document executed and delivered by Bank pursuant to the
Operating Agreement, the Transfer and Servicing Agreement, the Indenture or the
Note Purchase Agreement, as each such agreement is in effect on the date of this
Undertaking, including, without limitation, the due and punctual payment of all
sums which are or may become due and owing by Bank or Servicer under the
Operating Agreement, the Transfer and Servicing Agreement or the Note Purchase
Agreement, whether for fees, expenses (including counsel fees), indemnified
amounts or otherwise, whether upon any termination or for any other reason
(including amounts that would become due but for the operation of the
discretionary stay under Section 11(c)(12) of the Federal Deposit Insurance Act,
12 U.S.C. Section 1821(a)(12), as amended) and (ii) all covenants, agreements,
terms, conditions and indemnities to be performed and observed by NCI under and
pursuant to the Receivables Purchase Agreement and each other document executed
and delivered by NCI pursuant to the Receivables Purchase Agreement, as such
agreement is in effect on the date of this Undertaking, including, without
limitation, the due and punctual payment of all sums which are or may become due
and owing by NCI under the


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Receivables Purchase Agreement, whether for fees, expenses (including counsel
fees), indemnified amounts or otherwise, whether upon any termination or for any
other reason (including amounts that would become due but for the operation of
the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C.
Section 362(a), as amended).

        "Prime Rate" means with respect to any date of determination, a rate per
annum equal to the prime rate of interest announced by Bank One or its parent
(which is not necessarily the lowest rate charged to any customer) for such date
of determination.

        "Subsidiary" means, as to any Person, any corporation or other entity of
which securities or other ownership interest having ordinary voting power to
elect a majority of the Board of Directors or other Persons performing similar
functions are at the time directly or indirectly owned or controlled by such
Person.

        Section 2. Guaranty of Performance of Obligations. Provider hereby
guarantees to Recipient, the full and punctual payment and performance by each
of Bank and NCI of its respective Obligations. This Undertaking is an absolute,
unconditional and continuing guaranty of the full and punctual performance of
all of the Obligations of (i) Bank under the Operating Agreement, the Transfer
and Servicing Agreement and the Note Purchase Agreement and each other document
executed and delivered by Bank pursuant thereto and (ii) NCI under the
Receivables Purchase Agreement and each other document executed and delivered by
NCI pursuant thereto. This Undertaking is in no way conditioned upon any
requirement that Recipient first attempt to collect any amounts owing by Bank or
NCI to Recipient, Purchasers or from any other Person or resort to any
collateral security, any balance of any deposit account or credit on the books
of Recipient or any Purchaser in favor of Bank, NCI or any other Person or other
means of obtaining payment. Should Bank or NCI default in the payment or
performance of any of its respective Obligations, Recipient (or its assigns)
may, upon three Business Days' written notice to Provider, cause the immediate
performance by Provider of such Obligations and cause any payment Obligations to
become forthwith due and payable to Recipient (or its assigns), without demand
or notice of any nature (other than as expressly provided herein), all of which
are hereby expressly waived by Provider; provided, however, that the failure of
Recipient (or its assigns) to give such written notice to Provider shall in no
event act as a waiver of any provision of this Undertaking or relieve Provider
of any of its Obligations. Notwithstanding the foregoing, (i) this Undertaking
is not a guarantee of the payment by an Obligor or collection of any of the
Receivables (as defined in the Transfer and Servicing Agreement); and (ii)
Provider shall not be responsible for any Obligations to the extent the failure
to perform such Obligations by Bank or NCI results from Receivables being
uncollectible on account of the insolvency, bankruptcy or lack of
creditworthiness of the related Obligor (as defined in the Transfer and
Servicing Agreement); provided, that nothing herein shall relieve Bank from
performing in full its Obligations as Servicer or Provider of its undertaking
hereunder with respect to the full performance of the Servicer's or the
Provider's respective duties. Subject to the provisions set forth in Section 8,
any payment by Provider hereunder shall discharge all of Provider's liability
for the amounts so paid.

        Section 3. Provider's Further Agreements to Pay. Provider further
agrees, as the principal obligor and not as a guarantor only, to pay to
Recipient (and its assigns), forthwith upon demand in funds immediately
available to Recipient, all reasonable costs and expenses


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(including court costs and legal expenses) incurred or expended by Recipient in
connection with the enforcement of the Obligations and this Undertaking,
together with interest on amounts recoverable under this Undertaking from the
time when such amounts become due until payment, at a rate of interest (computed
for the actual number of days elapsed based on a 360 day year) equal to the
Prime Rate plus 2% per annum, such rate of interest changing when and as the
Prime Rate changes.

        Section 4. Waivers by Provider. To the extent permitted by law, Provider
waives notice of acceptance of this Undertaking, notice of any action taken or
omitted by Recipient (or its assigns) in reliance on this Undertaking, and any
requirement that Recipient (or its assigns) be diligent or prompt in making
demands under this Undertaking, giving notice of any Servicer Default or other
default or omission by Bank or NCI or asserting any other rights of Recipient
under this Undertaking. Provider warrants that it has adequate means to obtain
from Bank and NCI, on a continuing basis, information concerning the financial
condition of Bank and NCI, and that it is not relying on Recipient to provide
such information, now or in the future. To the extent permitted by law, Provider
also irrevocably waives all defenses (i) that at any time may be available in
respect of the Obligations by virtue of any statute of limitations, valuation,
stay, moratorium law or other similar law now or hereafter in effect or (ii)
that arise under the law of suretyship, including impairment of collateral.
Recipient (and its assigns) shall be at liberty, without giving notice to or
obtaining the assent of Provider (to the extent permitted by law), and without
relieving Provider of any liability under this Undertaking (to the extent
permitted by law), to deal with Bank, NCI and with each other party who now is
or after the date hereof becomes liable in any manner for any of the
Obligations, in such manner as Recipient in its sole discretion deems fit, and
to this end Provider agrees, to the extent permitted by law, that the validity
and enforceability of this Undertaking, including without limitation, the
provisions of Section 7 hereof, shall not be impaired or affected by any of the
following: (a) any extension or renewal of, or indulgence with respect to, or
substitutions for, the Obligations or any part thereof or any agreement relating
thereto at any time; (b) any failure or omission to enforce any right, power or
remedy with respect to the Obligations or any part thereof or any agreement
relating thereto, or any collateral securing the Obligations or any part
thereof; (c) any waiver of any right, power or remedy or of any Servicer Default
or default with respect to the Obligations or any part thereof or any agreement
relating thereto; (d) any release, surrender, compromise, settlement, waiver,
subordination or modification, with or without consideration, of any other
obligation of any person or entity with respect to the Obligations or any part
thereof; (e) the enforceability or validity of the Obligations or any part
thereof or the genuineness, enforceability or validity of any agreement relating
thereto or with respect to the Obligations or any part thereof; (f) the
existence of any claim, setoff or other rights which Provider may have at any
time against Bank or NCI in connection herewith or any unrelated transaction;
(g) subject to the last sentence of Section 2 hereof, any assignment or transfer
of the Obligations or any part thereof; or (h) any failure on the part of Bank
or NCI to perform or comply with any term of the Operating Agreement, the
Receivables Purchase Agreement, the Transfer and Servicing Agreement, the Note
Purchase Agreement or any other document executed in connection therewith or
delivered thereunder, all whether or not Provider shall have had notice or
knowledge of any act or omission referred to in the foregoing clauses (a)
through (h) of this Section 4.

        Section 5. Unenforceability of Obligations Against Bank or NCI. To the
extent permitted by law, notwithstanding (a) any change of ownership of Bank or
NCI or the


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insolvency, bankruptcy or any other change in the legal status of Bank or NCI;
(b) the change in or the imposition of any law, decree, regulation or other
governmental act which does or might impair, delay or in any way affect the
validity, enforceability or the payment when due of the Obligations; (c) the
failure of Bank, NCI or Provider to maintain in full force, validity or effect
or to obtain or renew when required all governmental and other approvals,
licenses or consents required in connection with the Obligations or this
Undertaking, or to take any other action required in connection with the
performance of all obligations pursuant to the Obligations or this Undertaking
or (d) if any of the moneys included in the Obligations have become
irrecoverable from Bank or NCI for any other reason other than final payment in
full of the payment Obligations in accordance with their terms, this Undertaking
shall nevertheless be binding on Provider and shall constitute the primary
obligation of Provider. This Undertaking shall be in addition to any other
guaranty or other security for the Obligations, and it shall not be rendered
unenforceable by the invalidity of any such other guaranty or security. In the
event that acceleration of the time for payment of any of the Obligations is
stayed upon the insolvency, bankruptcy or reorganization of Bank or NCI or for
any other reason with respect to Bank or NCI, all such amounts then due and
owing with respect to the Obligations under the terms of the Operating
Agreement, the Receivables Purchase Agreement, the Transfer and Servicing
Agreement, the Note Purchase Agreement or any other agreement evidencing,
securing or otherwise executed in connection with the Obligations, shall be
immediately due and payable by Provider.

        Section 6. Representations and Warranties. Provider hereby represents
and warrants to Recipient that:

            (a) Existence and Standing. Provider is a corporation duly
        organized, validly existing and in good standing under the laws of its
        jurisdiction of incorporation, and has all corporate power and all
        governmental licenses, authorizations, consents and approvals required
        to carry on its business in each jurisdiction in which its business is
        conducted.

            (b) Authorization, Execution and Delivery; Binding Effect. Provider
        has the corporate power and authority and legal right to execute and
        deliver this Undertaking, perform its obligations hereunder and
        consummate the transactions herein contemplated. The execution and
        delivery by Provider of this Undertaking, the performance of its
        obligations and consummation of the transactions contemplated hereunder
        have been duly authorized by proper corporate proceedings, and Provider
        has duly executed and delivered this Undertaking. This Undertaking
        constitutes the legal, valid and binding obligation of Provider
        enforceable against Provider in accordance with its terms, except as
        enforceability may be limited by bankruptcy, insolvency, reorganization
        or other similar laws relating to or limiting creditors' rights
        generally.

            (c) No Conflict; Government Consent. The execution and delivery by
        Provider of this Undertaking and the performance of its obligations
        hereunder are within its corporate powers, have been duly authorized by
        all necessary corporate action, do not contravene or violate (i) its
        articles of incorporation or by-laws, (ii) any law, rule or regulation
        applicable to it, (iii) any restrictions under any agreement, contract
        or instrument to which it or any of its Subsidiaries is a party or by
        which it, any of its Subsidiaries or any of their respective property is
        bound, or (iv) any order, writ,


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        judgment, award, injunction or decree binding on or affecting it or any
        of its Subsidiaries or any of their respective property and, do not
        result in the creation or imposition of any Lien on assets of Provider
        or any of its Subsidiaries.

            (d) Financial Statements. The consolidated financial statements of
        Provider and its consolidated Subsidiaries dated as of January 31, 2001
        heretofore delivered to Recipient have been prepared in accordance with
        generally accepted accounting principles consistently applied and fairly
        present in all material respects the consolidated financial condition
        and results of operations of Provider and its consolidated Subsidiaries
        as of such date and for the period ended on such date. Since the later
        of (i) October 31, 2001 and (ii) the last time this representation was
        made or deemed made, no event has occurred which would or could
        reasonably be expected to have a material adverse effect on the
        business, operations, properties or condition (financial or otherwise)
        of Provider or the ability of Provider to perform its obligations
        hereunder or the validity or enforceability of this Undertaking.

            (e) Taxes. Provider has filed all United States federal tax returns
        and all other tax returns which are required to be filed and have paid
        all taxes due pursuant to said returns or pursuant to any assessment
        received by Provider or any of its Subsidiaries, except such taxes, if
        any, as are being contested in good faith by appropriate proceedings by
        Provider or such Subsidiary and as to which adequate reserves have been
        provided on the books of Provider or such Subsidiary in accordance with
        general accepted accounting principles. The United States income tax
        returns of Provider have been audited by the Internal Revenue Service
        through the fiscal year ended January 31, 2001. No federal or state tax
        liens have been filed and no claims are being asserted with respect to
        any such taxes. The charges, accruals and reserves on the books of
        Provider in respect of any taxes or other governmental charges are
        adequate.

            (f) Litigation and Contingent Obligations. There are no actions,
        suits or proceedings pending or, to the best of Provider's knowledge
        threatened against or affecting Provider, any of its Subsidiaries or any
        of their respective properties, in or before any court, arbitrator or
        other body, that could reasonably be expected to have a material adverse
        effect on (i) the business, properties, condition (financial or
        otherwise) or results of operations of Provider and its Subsidiaries
        taken as a whole, (ii) the ability of Provider to perform its
        obligations under this Undertaking, or (iii) the validity or
        enforceability of any of this Undertaking or the rights or remedies of
        Recipient hereunder. Provider is not default with respect to any order
        of any court, arbitrator or governmental body and does not have any
        material contingent obligations not provided for or disclosed in the
        financial statements referred to in Section 6(d).

        Section 7. Subrogation; Subordination. Notwithstanding anything to the
contrary contained herein, to the extent permitted by law and until such time as
the Class A Series 2001-2 Floating Rate Asset Backed Variable Funding Notes have
been paid in full, Provider (a) waives and agrees not to enforce or otherwise
exercise any right of subrogation to any of the rights of Recipient or any
Purchaser against Bank or NCI, (b) hereby waives all rights of subrogation
(whether contractual, under Section 509 of the United States Bankruptcy Code, at
law or in equity or otherwise) to the claims of Recipient and Purchasers against
Bank or NCI and all


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contractual, statutory or legal or equitable rights of contribution,
reimbursement, indemnification and similar rights and "claims" (as that term is
defined in the United States Bankruptcy Code) which Provider might now have or
hereafter acquire against Bank or NCI that arise from the existence or
performance of Provider's obligations hereunder, (c) will not claim any setoff,
recoupment or counterclaim against Bank or NCI in respect of any liability of
Provider to Bank or NCI and (d) waives any benefit of and any right to
participate in any collateral security which may be held by Recipient or
Purchasers. The payment of any amounts due with respect to any indebtedness of
Bank or NCI now or hereafter owed to Provider is hereby subordinated to the
prior payment in full of all of the Obligations. Provider agrees that, after the
occurrence of any default in the payment or performance of any of the
Obligations, Provider will not demand, sue for or otherwise attempt to collect
any such indebtedness of Bank or NCI to Provider until all of the Obligations
shall have been indefeasibly paid and performed in full. If, notwithstanding the
foregoing sentence, Provider shall collect, enforce or receive any amounts in
respect of such indebtedness while any Obligations are still unperformed or
outstanding, such amounts shall be collected, enforced and received by Provider
as trustee for Recipient (and its assigns) and be paid over to Recipient (or its
assigns) on account of the Obligations without affecting in any manner the
liability of Provider under the other provisions of this Undertaking. The
provisions of this Section 7 shall be supplemental to and not in derogation of
any rights and remedies of Recipient under any separate subordination agreement
which Recipient may at any time and from time to time enter into with Provider.

        Section 8. Termination of Performance Undertaking. Provider's
obligations hereunder shall continue in full force and effect until all
Obligations are indefeasibly paid and satisfied in full and the Operating
Agreement, the Receivables Purchase Agreement, the Transfer and Servicing
Agreement and the Note Purchase Agreement are terminated, provided, that this
Undertaking shall continue to be effective or shall be reinstated, as the case
may be, if at any time payment or other satisfaction of any of the Obligations
is rescinded or must otherwise be restored or returned upon the bankruptcy,
insolvency or reorganization of Bank, NCI or otherwise, as though such payment
had not been made or other satisfaction occurred, whether or not Recipient (or
its assigns) is in possession of this Undertaking. No invalidity, irregularity
or unenforceability by reason of the federal bankruptcy code or any insolvency
or other similar law, or any law or order of any government or agency thereof
purporting to reduce, amend or otherwise affect the Obligations shall impair,
affect, be a defense to or claim against the obligations of Provider under this
Undertaking.

        Section 9. Effect of Bankruptcy. This Undertaking shall survive the
insolvency of Bank or NCI and the commencement of any case or proceeding by or
against Bank or NCI under the federal bankruptcy code or other federal, state or
other applicable bankruptcy, insolvency or reorganization statutes. No automatic
stay under the federal bankruptcy code with respect to NCI or discretionary stay
under the Federal Deposit Insurance Act with respect to Bank or other federal,
state or other applicable bankruptcy, insolvency or reorganization statutes to
which Bank or NCI is subject shall postpone the obligations of Provider under
this Undertaking.

        Section 10. Taxes. All payments to be made by Provider hereunder shall
be made free and clear of any deduction or withholding. If Provider is required
by law \to make any deduction or withholding on account of tax or otherwise from
any such payment, the sum due from it in respect of such payment shall be
increased to the extent necessary to ensure that, after the


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making of such deduction or withholding, Recipient receives a net sum equal to
the sum which they would have received had no deduction or withholding been
made.

        Section 11. Further Assurances. Provider agrees that it will from time
to time, at the request of Recipient (or its assigns), provide information
relating to the business and affairs of Provider as Recipient may reasonably
request. Provider also agrees to do all such things and execute all such
documents as Recipient (or its assigns) may reasonably consider necessary or
desirable to give full effect to this Undertaking and to perfect and preserve
the rights and powers of Recipient hereunder.

        Section 12. Successors and Assigns. This Undertaking shall be binding
upon Provider, its successors and permitted assigns, and shall inure to the
benefit of and be enforceable by Recipient and its successors and assigns.
Provider may not assign or transfer any of its obligations hereunder without the
prior written consent of Recipient. Without limiting the generality of the
foregoing sentence, Recipient may assign or otherwise transfer its interest in
the Note Purchase Agreement, any other documents executed in connection
therewith or delivered thereunder or any other agreement or note held by them
evidencing, securing or otherwise executed in connection with the Obligations,
or sell participations in any interest therein, to any other entity or other
person (in each case, subject to any limitations on such assignment or
participation contained in the Note Purchase Agreement), and such other entity
or other person shall thereupon become vested, to the extent set forth in the
agreement evidencing such assignment, transfer or participation, with all the
rights in respect thereof granted to Recipient or Purchasers herein.

        Section 13. Amendments and Waivers. No amendment or waiver of any
provision of this Undertaking nor consent to any departure by Provider therefrom
shall be effective unless the same shall be in writing and signed by Recipient
and Provider. No failure on the part of Recipient to exercise, and no delay in
exercising, any right hereunder shall operate as a waiver thereof; nor shall any
single or partial exercise of any right hereunder preclude any other or further
exercise thereof or the exercise of any other right.

        Section 14. Notices. All notices and other communications provided for
hereunder shall be made in writing and shall be addressed as follows: if to
Provider, at the address set forth beneath its signature hereto, and if to
Recipient, at the addresses set forth in Section 13.02 of the Note Purchase
Agreement, or at such other addresses as each of Provider or any Recipient may
designate in writing to the other. Each such notice or other communication shall
be effective (1) if given by telecopy, upon the receipt thereof, (2) if given by
mail, three (3) Business Days after the time such communication is deposited in
the mail with first class postage prepaid or (3) if given by any other means,
when received at the address specified in this Section 15.

        SECTION 15. GOVERNING LAW. THIS UNDERTAKING SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF
THE GENERAL OBLIGATIONS LAWS BUT OTHERWISE WITHOUT REGARD TO ITS CONFLICT OF LAW
PROVISIONS), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER
SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.


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        SECTION 16. CONSENT TO JURISDICTION. EACH OF PROVIDER AND RECIPIENT
HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE UNITED
STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND OF ANY NEW YORK
STATE COURT SITTING IN THE CITY OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING
OUT OF OR RELATING TO THIS UNDERTAKING, THE AGREEMENT, THE SERIES SUPPLEMENT,
THE TRANSFER AND ADMINISTRATION AGREEMENT OR ANY OTHER DOCUMENT EXECUTED IN
CONNECTION THEREWITH OR DELIVERED THEREUNDER AND EACH OF PROVIDER AND RECIPIENT
HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR
PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES
ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT,
ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN
INCONVENIENT FORUM.

        Section 17. Bankruptcy Petition. Provider hereby covenants and agrees
that, prior to the date that is one year and one day after the payment in full
of all outstanding Commercial Paper or other indebtedness of Falcon, it will not
institute against, or join any other Person in instituting against, Falcon any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings
or other similar proceeding under the laws of the United States or any state of
the United States.

        Section 18. Miscellaneous. This Undertaking constitutes the entire
agreement of Provider with respect to the matters set forth herein. The rights
and remedies herein provided are cumulative and not exclusive of any remedies
provided by law or any other agreement, and this Undertaking shall be in
addition to any other guaranty of or collateral security for any of the
Obligations. The provisions of this Undertaking are severable, and in any action
or proceeding involving any state corporate law, or any state or federal
bankruptcy, insolvency, reorganization or other law affecting the rights of
creditors generally, if the obligations of Provider hereunder would otherwise be
held or determined to be avoidable, invalid or unenforceable on account of the
amount of Provider's liability under this Undertaking, then, notwithstanding any
other provision of this Undertaking to the contrary, the amount of such
liability shall, without any further action by Provider or Recipient, be
automatically limited and reduced to the highest amount that is valid and
enforceable as determined in such action or proceeding. Any provisions of this
Undertaking which are prohibited or unenforceable in any jurisdiction shall, as
to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction. Unless otherwise
specified, references herein to "Section" shall mean a reference to sections of
this Undertaking.


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        IN WITNESS WHEREOF, Provider has caused this Undertaking to be executed
and delivered as of the date first above written.


                                          NORDSTROM, INC.


                                          By: /s/ Robert E. Campbell
                                              ----------------------------------
                                              Name:  Robert E. Campbell
                                                     ---------------------------
                                              Title: Vice-President Treasurer
                                                     ---------------------------
                                          Address:   1617 Sixth Avenue
                                                     Seattle, Washington  98101
                                                     (206) 628-2111
                                                     Attention: Treasurer