EXHIBIT 10.1
June 5, 2003
Kmart Corporation
0000 Xxxx Xxx Xxxxxx Xxxx
Xxxx, Xxxxxxxx
Re: Credit Agreement dated as of May 6, 2003 among Kmart Corporation, as
Borrower, the other Credit Parties signatory thereto, the Lenders signatory
thereto from time to time and General Electric Capital Corporation, as
administrative Agent for the Lenders (the "Credit Agreement")
Ladies and Gentlemen:
Reference is hereby made to the Credit Agreement. Capitalized terms not
otherwise defined herein shall have the meaning ascribed thereto in the Credit
Agreement.
Pursuant to Section 5.15 of the Credit Agreement, Borrower is required
to deliver a Control Agreement duly executed by Borrower, Bank of America, N.A.
and Administrative Agent within fifteen (15) days of the Closing Date, which
deadline was extended to thirty (30) days after the Closing Date. Borrower has
requested, and Administrative Agent and the Co-Syndication Agents hereby agree,
that such deadline is hereby extended to June 20, 2003.
This letter agreement shall constitute an amendment and waiver of
Section 5.15 of the Credit Agreement but not an amendment or waiver of any other
provision of the Credit Agreement not expressly referred to herein and shall not
be construed as an amendment, waiver or consent of the Administrative Agent, the
Co-Syndication Agents or the Lenders except as expressly stated herein.
This letter agreement shall constitute a Loan Document. This letter
agreement may be executed in any number of separate counterparts (including by
facsimile), each of which shall collectively and separately constitute one
agreement.
Sincerely,
GENERAL ELECTRIC CAPITAL
CORPORATION,
as Administrative Agent
By: /s/ Xxxx Xxxxxxxx
-----------------
Name: Xxxx Xxxxxxxx
Title: Duly Authorized Signatory
FLEET RETAIL FINANCE INC., as
Co-Syndication Agent
By: /s/ Xxxxx X. Xxxx
-----------------
Name: Xxxxx X. Xxxx
Title: Managing Director
BANK OF AMERICA, N.A., as
Co-Syndication Agent
By: /s/ Xxxxxxx Xxxxxxxx
--------------------
Name: Xxxxxxx Xxxxxxxx
Title: Senior Vice-President
ACKNOWLEDGED AND AGREED
This 9th day of May, 2003:
KMART CORPORATION
By: /s/ Xxxxx Xxxxx
---------------
Name: Xxxxx Xxxxx
Title: Treasurer
