Extension No. 2 and Amendment No. 2 under the July 10, 2002



 EXHIBIT 10.1 
  
 EXTENSION NO. 2 AND AMENDMENT NO. 2 
  
 EXTENSION NO. 2 AND AMENDMENT NO. 2 (this “Extension”), dated as of June 22, 2004, under the 364-Day Credit
Agreement, dated as of July 10, 2002, among Kohl’s Corporation (the “Borrower”), the Lenders party thereto, Bank One, NA, as Syndication Agent, U.S. Bank, National Association, Wachovia Bank, National Association and Fleet
National Bank, as Co-Documentation Agents, and The Bank of New York, as the Administrative Agent, as modified by Extension No. 1, Waiver No. 1 And Amendment No. 1, dated as of June 30, 2003 (as amended, supplemented or otherwise modified from time
to time, the “364-Day Credit Agreement”). 
  
 RECITALS 
  
 I. Capitalized terms used herein and
not defined herein shall have the meanings assigned to such terms in the 364-Day Credit Agreement. 
  
 II. The Borrower has requested to extend the Revolving Credit Commitment Expiration Date in accordance with Section 2.14 of the 364-Day Credit Agreement.

  
 Accordingly, in consideration of the Recitals and the terms
and conditions hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are acknowledged, the parties hereto agree as follows: 
  
 1. The Revolving Credit Commitment Expiration Date is hereby extended to July 8, 2005. 
  
 2. Paragraph 1 hereof shall not be effective until such time as the following
conditions are satisfied: 
  
 (a) on or before
the existing Revolving Credit Commitment Expiration Date, the Administrative Agent shall have received this Extension duly executed by (i) the Borrower, and (ii) Required Lenders having aggregate Revolving Credit Commitment Amounts equal to or
greater than $66,500,000; 
  
 (b) the Borrower
shall have paid to the Administrative Agent, for the account of each Lender whose aggregate unallocated commitment in connection with this Extension is at least $5,000,000 more than such Lender’s Revolving Credit Commitment Amount as in effect
immediately prior to the date of this Extension, an extension consent fee calculated at the rate of 0.02% on such Lender’s Revolving Credit Commitment Amount as in effect immediately after giving effect to this Extension; 
  
 (c) immediately before and after giving effect thereto, no
Default shall exist; and 
  
 (d) the
Administrative Agent shall have received such certificates, legal opinions and other documents as it shall reasonably request in connection herewith. 







 KOHL’S CORPORATION 
 EXTENSION NO. 2 AND AMENDMENT NO. 2 
  
 3. Notwithstanding anything contained herein or in the 364-Day Credit Agreement to the contrary, (a)(i) paragraph 1 hereof shall not be effective with
respect to any Lender not a signatory hereto (each a “Non-consenting Lender”), (ii) each Non-consenting Lender’s Commitment shall be reduced to zero and terminate on the Commitment Termination Date under the existing 364-Day
Credit Agreement (currently, July 8, 2004, the “Original Commitment Termination Date”), (iii) all sums which are owing to each Non-consenting Lender under the Loan Documents shall be and become due and payable on the Original
Commitment Termination Date, (iv) no Non-consenting Lender shall have any obligation or liability under the 364-Day Credit Agreement on and after the Original Commitment Termination Date, except to the extent that such Non-consenting Lender shall
have any obligation under the existing 364-Day Credit Agreement that, in accordance therewith, survives the Original Commitment Termination Date, and (v) each Non-consenting Lender shall not be considered a “Lender” for purposes of
the 364-Day Credit Agreement on and after the Original Commitment Termination Date, (b) paragraph 1 hereof shall not become effective until the Original Commitment Termination Date, and (c) each Lender signatory hereto shall have the Revolving
Credit Commitment Amount set forth on Exhibit A attached hereto as of the Original Commitment Termination Date. 
  
 4. The Borrower (a) reaffirms and admits the validity and enforceability of each Loan Document and all of its obligations thereunder, (b) agrees and
admits that it has no defense to or offset against any such obligation, and (c) represents and warrants that, as of the date of the execution and delivery hereof by the Borrower, no Default has occurred and is continuing. 
  
 5. In all other respects, the Loan Documents shall remain in full force and
effect, and no waiver, consent, amendment or extension in respect of any term or condition of any Loan Document shall be deemed to be a waiver, consent, amendment or extension in respect of any other term or condition contained in any Loan Document.

  
 6. This Extension may be executed in any number of
counterparts all of which, when taken together, shall constitute one agreement. In making proof of this Extension, it shall only be necessary to produce the counterpart executed and delivered by the party to be charged. 
  
 7. THIS EXTENSION IS BEING EXECUTED AND DELIVERED IN, AND IS INTENDED TO BE
PERFORMED IN, THE STATE OF NEW YORK AND SHALL BE CONSTRUED AND ENFORCEABLE IN ACCORDANCE WITH, AND BE GOVERNED BY, THE INTERNAL LAWS OF THE STATE OF NEW YORK. 
  

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 KOHL’S CORPORATION 
  
 EXTENSION NO. 2 AND AMENDMENT NO. 2 
  
 IN WITNESS WHEREOF, the parties hereto have caused this Extension No. 2 and Amendment No. 2 to be duly executed and
delivered by their proper and duly authorized persons as of the day and year first above written. 
  

			
	 KOHL’S CORPORATION

		
	 By:
	 	 /s/ Wes McDonald


	 Name:
	 	 Wes McDonald

	 Title:
	 	 EVP-CFO



  

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 KOHL’S CORPORATION 
  
 EXTENSION NO. 2 AND AMENDMENT NO. 2 
  

			
	 THE BANK OF NEW YORK, individually
 and as Administrative Agent

		
	 By:
	 	 /s/ William M. Barnum


	 Name:
	 	 William M. Barnum

	 Title:
	 	 Vice President



  

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 KOHL’S CORPORATION 
  
 EXTENSION NO. 2 AND AMENDMENT NO. 2 
  

			
	 U.S. BANK, NATIONAL ASSOCIATION

		
	 By:
	 	 /s/ Caroline V. Krider


	 Name:
	 	 Caroline V. Krider

	 Title:
	 	 Vice President & Senior Lender



  

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 KOHL’S CORPORATION 
  
 EXTENSION NO. 2 AND AMENDMENT NO. 2 
  

			
	 BANK ONE, NA (main office Chicago)

		
	 By:
	 	 /s/ Steven P. Sullivan


	 Name:
	 	 Steven P. Sullivan

	 Title:
	 	 Director



  

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 KOHL’S CORPORATION 
  
 EXTENSION NO. 2 AND AMENDMENT NO. 2 
  

			
	 WACHOVIA BANK, NATIONAL ASSOCIATION

		
	 By:
	 	 /s/ Anthony D. Braxton


	 Name:
	 	 Anthony D. Braxton

	 Title:
	 	 Director



  

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 KOHL’S CORPORATION 
  
 EXTENSION NO. 2 AND AMENDMENT NO. 2 
  

			
	 MORGAN STANLEY BANK

		
	 By:
	 	 /s/ Daniel Twenge


	 Name:
	 	 Daniel Twenge

	 Title:
	 	 Vice President



  

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 KOHL’S CORPORATION 
  
 EXTENSION NO. 2 AND AMENDMENT NO. 2 
  

			
	 COMERICA BANK

		
	 By:
	 	 /s/ Heather A. Whiting


	 Name:
	 	 Heather A. Whiting

	 Title:
	 	 Account Officer



  

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 KOHL’S CORPORATION 
  
 EXTENSION NO. 2 AND AMENDMENT NO. 2 
  

			
	 FIFTH THIRD BANK

		
	 By:
	 	 /s/ Christine L. Wagner


	 Name:
	 	 Christine L. Wagner

	 Title:
	 	 Vice President



  

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 KOHL’S CORPORATION 
  
 EXTENSION NO. 2 AND AMENDMENT NO. 2 
  

			
	 M&I BANK

		
	 By:
	 	 /s/ Leo D. Freeman


	 Name:
	 	 Leo D. Freeman

	 Title:
	 	 Vice President

		
	 By:
	 	 /s/ James R. Miller


	 Name:
	 	 James R. Miller

	 Title:
	 	 Vice President



  

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 KOHL’S CORPORATION 
  
 EXTENSION NO. 2 AND AMENDMENT NO. 2 
  

			
	 MERRILL LYNCH BANK USA

		
	 By:
	 	 /s/ Louis Alder


	 Name:
	 	 Louis Alder

	 Title:
	 	 Director



  

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 KOHL’S CORPORATION 
  
 EXTENSION NO. 2 AND AMENDMENT NO. 2 
  

			
	 UNION BANK OF CALIFORNIA, N.A.

		
	 By:
	 	 /s/ Timothy P. Streb


	 Name:
	 	 Timothy P. Streb

	 Title:
	 	 Senior Vice President



  

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 KOHL’S CORPORATION 
  
 EXTENSION NO. 2 AND AMENDMENT NO. 2 
  

			
	 WELLS FARGO BANK, NATIONAL
 ASSOCIATION

		
	 By:
	 	 /s/ Mark H. Halldorson


	 Name:
	 	 Mark H. Halldorson

	 Title:
	 	 Vice President

		
	 By:
	 	 /s/ Jennifer D. Barrett


	 Name:
	 	 Jennifer D. Barrett

	 Title:
	 	 Vice President & Team Loan Manager



  

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 KOHL’S CORPORATION 
  
 EXTENSION NO. 2 AND AMENDMENT NO. 2 
  

			
	 NATIONAL CITY BANK

		
	 By:
	 	 /s/ Brian T. Strayton


	 Name:
	 	 Brian T. Strayton

	 Title:
	 	 Senior Vice President



  

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 KOHL’S CORPORATION 
  
 EXTENSION NO. 2 AND AMENDMENT NO. 2 
  

			
	 THE NORTHERN TRUST COMPANY

		
	 By:
	 	 /s/ Jeffrey B. Clark


	 Name:
	 	 Jeffrey B. Clark

	 Title:
	 	 Vice President



  

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 KOHL’S CORPORATION 
  
 EXTENSION NO. 2 AND AMENDMENT NO. 2 
  

			
	 THE HUNTINGTON NATIONAL BANK

		
	 By:
	 	 /s/ Steven P. Clemens


	 Name:
	 	 Steven B. Clemens

	 Title:
	 	 Vice President



  

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 KOHL’S CORPORATION 
  
 EXTENSION NO. 2 AND AMENDMENT NO. 2 
  

			
	 UMB BANK, N.A.

		
	 By:
	 	 /s/ Robert P. Elbert


	 Name:
	 	 Robert P. Elbert

	 Title:
	 	 Senior Vice President



  

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