On May 6, 2022, Nordstrom, Inc. entered into a Revolving Credit Agreement with each of the initial lenders named therein as lenders; Wells Fargo Bank, National Association, as agent; Bank of America, N.A. and U.S. Bank National Association as co-syndication agents; and JPMorgan Chase Bank, National Association and Fifth Third Bank, National Association, as co-documentation agents. The New Facility is for a maximum principal amount of $800 million and replaced the Company's existing $800 million secured revolving credit facility which was scheduled to expire in September 2023. The New Facility is available for working capital, capital expenditures and other lawful corporate purposes, including loans to the Company's Subsidiaries.

As was the case under the Company's prior revolving credit agreement, Company obligations under the New Facility are secured by substantially all of the Company's and certain Company subsidiaries' personal and intellectual property assets and are guaranteed by certain Company subsidiaries, provided, however, that the Company's obligation to secure borrowings under the New Facility will be eliminated in the event that: (a) no default exists, and (b) either (i) the Company has an unsecured debt rating that is investment grade from two of the following three rating agencies: Moody's, S&P, or Fitch, or (ii) the Company has one investment grade rating and achieves two consecutive quarters of a leverage ratio of less than 2.5 times. Under the New Facility, the Company will pay a facility fee and a variable rate of interest on outstanding amounts, in each case based on the Company's debt rating. Based upon the Company's current debt rating, a facility fee of 0.20% will be paid on the total capacity of the facility.

In addition, each borrowing will result in a rate of interest for the interest period of such borrowing at a forward-looking term rate based on SOFR plus a margin of 1.425%, or the base rate as defined in the agreement plus a margin of 0.425%, on the outstanding principal balance of revolving loans denominated in U.S. Dollars; and a rate of interest of the CDOR Rate plus a margin of 1.425% on for the interest period of the outstanding principal balance of revolving loans denominated in Canadian Dollars. In addition, for all term SOFR borrowings, a credit spread adjustment of 0.10% will be added to the rate of interest that is charged on outstanding amounts. The New Facility expires May 6, 2027, subject to extension for up to two years in accordance with the agreement.

The New Facility contains customary representations, warranties and covenants which are substantially similar to those in the 2018 credit agreement, including the requirement to maintain a leverage ratio. The foregoing summary of the New Facility is qualified in its entirety by the full text of the agreement, a copy of which will be filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2022.