Consent under the Revolving Credit Agreement, dated as of December 22, 2024, by and among Nordstrom, Inc., Wells Fargo Bank, National Association, the Lenders party thereto, and the Guarantors party thereto

Exhibit 10.3

December 22, 2024

Nordstrom, Inc.

1700 Seventh Avenue, Suite 1000

Seattle, WA 98101

Ladies and Gentlemen:

Reference is hereby made to the Credit Agreement described above. Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Credit Agreement.

The Borrower has informed the Agent and the Lenders that it may enter into an agreement with an entity affiliated with certain Lineal Descendants, related persons and El Puerto de Liverpool, S.A.B. de C.V., along with related ancillary agreements (collectively, the “Proposed Agreements”), to acquire a majority of the Capital Stock of the Borrower and to de-list the Borrower’s Capital Stock from the New York Stock Exchange. The Borrower has requested that the Required Lenders consent to the entry into the Proposed Agreements.

Notwithstanding anything to the contrary contained in the definition of “Change of Control” in Section 1.1 of the Credit Agreement or Sections 6.4 and 6.6 of the Credit Agreement, the Required Lenders hereby consent to the entry into the Proposed Agreements. For the avoidance of doubt, this consent does not permit the consummation of the transactions contemplated by the Proposed Agreements.

The consent contained herein is a one-time consent and is expressly limited to the purposes and matters set forth herein. Nothing contained herein shall constitute a waiver or modification of any other rights or remedies the Agent or any Lender may have under any Loan Document or Applicable Law. The Credit Agreement shall remain in full force and effect according to its terms (as modified by this letter). This letter is a Loan Document.

The Loan Parties represent and warrant to the Agent and each Lender that (a) the representations and warranties of the Loan Parties set forth in Article IV of the Credit Agreement and in the other Loan Documents are true and correct in all material respects as of the date hereof (except to the extent a representation and warranty specifically refers to an earlier date and then as of such earlier date); provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof and (b) no event has occurred and is continuing which constitutes a Default or an Event of Default.

This letter 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. Delivery of an executed counterpart by facsimile or other secure electronic format (.pdf) shall be as effective as an original. This letter shall become effective upon the Agent's receipt of counterparts hereof duly executed by the Required Lenders and each of the Loan Parties. THIS LETTER AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. The jurisdiction, service of process, waiver of venue and waiver of jury trial provisions of Sections 9.12 and 9.23 of the Credit Agreement are hereby incorporated by reference, mutatis mutandis.