In re: KMART CORPORATION, et al., Chapter 11, Debtors.

Case No. 02-B02474, (Jointly Administered)United States Bankruptcy Court, N.D. Illinois, Eastern Division
March 30, 2002

ORDER UNDER 11 U.S.C. § 365(a) AUTHORIZING THE DEBTORS TO ASSUME THE JACLYN SMITH LICENSE AGREEMENT
SUSAN PIERSON SONDERBY, United States Bankruptcy Judge

Upon the motion dated February 28, 2002 (the “Motion”), wherein Kmart Corporation (“Kmart”) and certain of its domestic subsidiaries and affiliates, debtors and debtors-in-possession in the above-captioned cases (collectively, the “Debtors” or the “Company”), moved this Court for entry of an order, pursuant to section 365(a) authorizing the Debtors to assume the Jaclyn Smith License Agreement between Kmart and G. H. Productions, Inc. (the “License Agreement”); it appearing to the Court that (i) it has jurisdiction over the matters raised in the Motion pursuant to 28 U.S.C. § 157 and 1334; (ii) this is a core proceeding pursuant to 28 U.S.C. § 157(b)(2); (iii) the relief requested in the Motion is in the best interests of the Debtors, their estates and their creditors; (iv) proper and adequate notice of the Motion and the hearing thereon has been given and that no other or further notice is necessary; and (v) upon the record herein, and after due deliberation thereon, the relief should be granted as set forth below,

1. The Debtors’ decision to assume the License Agreement is reasonable and appropriate under the circumstances and the assumption of the License Agreement is hereby approved.

2. The Debtors are authorized to take any and all actions necessary or desirable to perform the Debtors’ obligations and transactions contemplated by the License Agreement.

3. Within fifteen (15) business days of the entry of this Order, Kmart shall pay Jaclyn Smith $1,093,227.16 in full satisfaction of Kmart’s outstanding obligations under the License Agreement as of January 22, 2002, subject to any ordinary course audit by the parties pursuant to the License Agreement.

4. This Court shall retain jurisdiction to construe and enforce this Order.