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                                                                   EXHIBIT 10.25

                                 AMENDMENT NO. 5
                                       TO
                             NOTE PURCHASE AGREEMENT

            THIS AMENDMENT NO. 5, dated as of December 16 2004 (this "Amendment
No. 5") amends the Note Purchase Agreement, dated as of December 4, 2001 (the
"Note Purchase Agreement") among Nordstrom Private Label Receivables LLC (the
"Transferor"), Nordstrom, fsb ("Servicer"), the Conduit Purchaser, the Agent and
the Committed Purchaser named therein.

            WHEREAS, the Transferor, the Servicer, the Conduit Purchaser, the
Agent and the Committed Purchaser entered into the Note Purchase Agreement in
connection with the issuance of certain variable funding notes specified
therein; and

            WHEREAS, Section 11.01 of the Note Purchase Agreement permits the
Note Purchase Agreement to be amended from time to time pursuant to the
conditions set forth therein; and

            WHEREAS, the parties hereto wish to amend the Note Purchase
Agreement as set forth herein;

            NOW THEREFORE, in consideration of the above premises and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

            1. Capitalized terms used herein and not otherwise defined shall
have the meanings ascribed thereto in the Transfer and Servicing Agreement (as
defined in Section 1.01 of the Note Purchase Agreement).

            2. A new definition "Available Maximum Principal Balance" is hereby
added in Section 1.01 to read as follows:

                  "Available Maximum Principal Balance" means, at any time, the
                  excess (if any) of the Class A Maximum Principal Balance over
                  the Other Class A Invested Amount.

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            3. A new definition "Other Class A Invested Amount" is hereby added
in Section 1.01 to read as follows:

                  "Other Class A Invested Amount" means the "Class A Invested
                  Amount," as defined in the Note Purchase Agreement, dated as
                  of December 16, 2004, among Nordstrom Credit Card Receivables
                  LLC, as transferor, Nordstrom fsb, as servicer, Falcon Asset
                  Securitization Corporation, as conduit purchaser, and JPMorgan
                  Chase Bank, N.A. (successor-by-merger to Bank One, NA (Main
                  Office Chicago)), as committed purchaser and as agent for the
                  purchasers therein.

            4. Section 2.03(a) is hereby amended by replacing "Class A Maximum
Principal Balance" appearing therein in two different places with "Available
Maximum Principal Balance".

            5. Section 2.03(c) is hereby amended by replacing "Class A Maximum
Principal Balance" appearing therein with "Available Maximum Principal Balance".

            6. Section 2.05(a) is hereby amended by replacing "(but not below
the Class A Invested Amount)" appearing therein with "(but not below the Class A
Invested Amount and the Other Class A Invested Amount)".

            7. Section 11.01 is hereby amended by adding the following new
sentence at the end thereof:

                  Furthermore, the Transferor shall provide to each Rating
                  Agency (i) ten Business Days prior written notice of any
                  proposed amendment and (ii) a copy of the executed amendment
                  as soon as practicable after the execution of such amendment.

            8. Section 11.04 is hereby amended by adding a new clause (d) to
read in its entirety as follows:

                  (d) Notwithstanding anything herein to the contrary, each
                  party hereto (and each employee, representative, or other
                  agent thereof) may disclose to any and all persons, without
                  limitations of any kind of tax treatment and tax structure of
                  the transaction and all materials of any kind (including
                  opinions or other tax analyses) that are provided any such
                  party relating to such tax treatment and tax structure. For
                  purposes of this paragraph, the terms "tax treatment" and "tax
                  structure" have the meaning given to such terms under Treasury
                  Regulation Section 1.6011-4(c).

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            9. A new section is hereby added at the end of Article XI to read in
its entirety as follows:

                  SECTION 11.12 Limited Obligation of Transferor.
                  Notwithstanding anything to the contrary set forth in this
                  Note Purchase Agreement, the obligation of the Transferor to
                  pay any amounts in this Note Purchase Agreement shall be
                  limited solely to the application of amounts available under
                  the Transaction Documents.

            10. Except as otherwise set forth herein, the Note Purchase
Agreement shall continue in full force and effect in accordance with its terms.

            11. This Amendment No. 5 may be executed in one or more
counterparts, each of which, when so executed, shall be deemed an original; such
counterparts, together, shall constitute one and the same agreement.

                            [Signature pages follow.]

                                       3
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            IN WITNESS WHEREOF, the parties have caused this Amendment No. 5 to
be executed by their respective officers thereunto duly authorized, as of the
date first above written.

                                       NORDSTROM PRIVATE LABEL
                                       RECEIVABLES LLC,
                                       as Transferor

                                       By: /s/ Kevin Knight
                                          ----------------------------
                                        Name: Kevin Knight
                                        Title: President, NPLR, LLC

                                       NORDSTROM FSB,
                                       as Servicer

                                       By: /s/ Marc A. Anacker
                                          ----------------------------
                                        Name: Marc A. Anacker
                                        Title: Treasurer

                                      S-1
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                                       FALCON ASSET SECURITIZATION
                                       CORPORATION
                                       as Conduit Purchaser

                                       By: /s/ William Hendricks
                                          ----------------------------
                                        Name: William Hendricks
                                        Title: Authorized Signatory

                                       JPMORGAN CHASE BANK, N.A.,
                                       as Agent

                                       By: /s/ William Hendricks
                                          ----------------------------
                                        Name: William Hendricks
                                        Title: Vice President

                                       JPMORGAN CHASE BANK, N.A.,
                                       as a Committed Purchaser

                                       By:   /s/ William Hendricks
                                          ----------------------------
                                        Name: William Hendricks
                                        Title: Vice President

                                      S-2
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                                      Acknowledged by:

                                      NORDSTROM, INC.

                                      By: /s/ Michael Koppel
                                         ----------------------------
                                       Name: Michael Koppel
                                       Title: Executive Vice President and Chief
                                       Financial Officer

                                      S-3