Item 1.01. Entry into a Material Definitive Agreement.

On October 22, 2021, Kohl's Corporation (the "Company") entered into a Credit Agreement (the "Credit Agreement") with various lenders party thereto, Wells Fargo Bank, National Association, as Administrative Agent, a Swing Line Lender and an Issuing Bank, Bank of America, N.A., JPMorgan Chase Bank, N.A., MUFG Bank, Ltd. and U.S. Bank National Association, as Syndication Agents, Swing Line Lenders, and Issuing Banks, The Bank of New York Mellon, as an Issuing Bank and BMO Harris Bank, N.A., Capital One, N.A., Goldman Sachs Bank USA, Morgan Stanley Senior Funding, Inc., and TD Bank, N.A., as Documentation Agents, and Wells Fargo Securities, LLC, BofA Securities, Inc., JP Morgan Chase Bank, N.A., MUFG Bank, Ltd., and U.S. Bank National Association, as Joint Lead Arrangers and Bookrunners.

The Credit Agreement provides for a $1.0 billion senior unsecured five-year revolving credit facility and includes terms generally consistent with the Company's prior 2019 senior unsecured five-year revolving credit facility. The Company may request an increase in revolving credit commitments under the facility of up to $500.0 million in certain circumstances. Events of default under the Credit Agreement include, among other things, a change of control of the Company and the Company's default of other debt exceeding $75.0 million.

Certain of the lenders and/or their affiliates have other business relationships with the registrant involving the provision of financial and banking-related services, including cash management, private label credit card program, letters of credit, corporate credit cards and investment banking and trust services.

The foregoing description of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the Credit Agreement a copy of which is attached as Exhibit 10.1 hereto and incorporated by reference herein.

Item 1.02. Termination of a Material Definitive Agreement.

In connection with its entry into the Credit Agreement, the Credit Agreement dated as of April 16, 2020 by and among the Company and its subsidiaries, and Wells Fargo Bank, National Association, as agent, and the other lenders party thereto, providing for a senior secured, asset based revolving credit facility, was terminated as of October 22, 2021. The Company incurred no early termination penalties in connection with the termination of this agreements.

Item 9.01. Financial Statements and Exhibits.





Exhibit No. Description




        10.1           Credit Agreement dated as of October 22, 2021 by and
                     among the Company, the various lenders party thereto, Wells
                     Fargo Bank, National Association, as Administrative Agent,
                     a Swing Line Lender and an Issuing Bank, Bank of America,
                     N.A., JPMorgan Chase Bank, N.A., MUFG Bank, Ltd. and U.S.
                     Bank National Association, as Syndication Agents, Swing
                     Line Lenders, and Issuing Banks, The Bank of New York
                     Mellon, as an Issuing Bank and BMO Harris Bank, N.A.,
                     Capital One, N.A., Goldman Sachs Bank USA, Morgan Stanley
                     Senior Funding, Inc., and TD Bank, N.A., as Documentation
                     Agents, and Wells Fargo Securities, LLC, BofA Securities,
                     Inc., JP Morgan Chase Bank, N.A., MUFG Bank, Ltd., and U.S.
                     Bank National Association, as Joint Lead Arrangers and
                     Bookrunners.

        104          Cover Page Interactive Data File (embedded within the
                     Inline XBRL document)




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