Sears 2007 Annual Report Download - page 109

10.31 Guarantee executed by Sears, Roebuck and Co. under the Indenture, dated as of October 1, 2002,
between Sears Roebuck Acceptance Corp. and BNY Midwest Trust Company, as supplemented by
the First Supplemental Indenture, dated as of November 3, 2003 (incorporated by reference to
Exhibit 4(h) to Sears Roebuck Acceptance Corp.’s Quarterly Report on Form 10-Q for the fiscal
quarter ended September 27, 2003 (File No. 1-4040)).
10.32 Guarantee dated as of November 3, 2003 by Sears, Roebuck and Co. of the commercial paper master
notes of Sears Roebuck Acceptance Corp. (incorporated by reference to Exhibit 10.38 to Sears,
Roebuck and Co.’s Annual Report on Form 10-K for the fiscal year ended January 3, 2004 (File
No. 1-416)).
10.33 Five-Year Credit Agreement, dated as of February 22, 2005 (the “Credit Agreement”), among Sears
Holdings Corporation, Sears Roebuck Acceptance Corp. and Kmart Corporation as Borrowers, the
Initial Lenders named therein, Citicorp USA, Inc. and Bank of America, N.A., as Syndication
Agents, Barclays Bank PLC, Lehman Commercial Paper Inc., HSBC Bank USA, Merrill Lynch Bank
USA, Morgan Stanley Bank, The Royal Bank of Scotland, PLC and Wachovia Bank National
Association, the Documentation Agents, J.P. Morgan Securities Inc., Citigroup Global Markets Inc.
and Banc of America Securities LLC, as joint Lead Arrangers and Joint Bookrunners, and JPMorgan
Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10(a) to Sears
Roebuck Acceptance Corp.’s current report on Form 8-K dated February 22, 2005, filed on
February 28, 2005 (File No. 1-4040)).
10.34 First Amendment, dated as of November 4, 2005, to the Credit Agreement, among the Registrant,
Sears Roebuck Acceptance Corp., Kmart Corporation, the Lenders party thereto, certain other parties,
and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders (incorporated by reference
to Exhibit 10.35 to the 2005 10-K (File No. 000-51217)).
10.35 Guarantee and Collateral Agreement dated March 24, 2005 by and among the Registrant, Sears,
Roebuck and Co., and certain other affiliates of the Company (incorporated by reference to
Exhibit 10.36 to Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 30,
2005 (File No. 000-51217)).
10.36 Purchase, Sale and Servicing Transfer Agreement, dated as of July 15, 2003, by and among Sears,
Roebuck and Co., certain subsidiaries of Sears, Roebuck and Co. and Citicorp (incorporated by
reference to Exhibit 10.1 to Sears, Roebuck and Co.’s Current Report on Form 8-K dated July 15,
2003 (File No. 1-416)).
10.37 Amendment No. 1, dated as of November 3, 2003, to the Purchase, Sale and Servicing Transfer
Agreement, by and among Sears, Roebuck and Co., certain subsidiaries of Sears, Roebuck and Co.
and Citicorp (incorporated by reference to Exhibit 2(b) to Sears, Roebuck and Co.’s Quarterly Report
on Form 10-Q for the fiscal quarter ended September 27, 2003 (File No. 1-416)).
10.38 Amended and Restated Program Agreement, dated as of July 15, 2003, amended and restated as of
November 3, 2003, by and between Sears, Roebuck and Co., Sears Intellectual Property Management
Company and Citibank (USA) N.A. (incorporated by reference to Exhibit 10(a) to Sears, Roebuck
and Co.’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 27, 2003 (File
No. 1-416).
10.39 Terms Sheet For Revision of Program Agreement Between Sears, Roebuck and Co. and Citibank
USA, N.A., dated April 29, 2005 (incorporated by reference to Exhibit 10.40 to Registrant’s
Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2005 (File No. 000-51217)).
10.40 Registrant’s 2006 Long-Term Incentive Program (incorporated by reference to Exhibit 10.43 to the
2005 10-K) (File No. 000-51217).**
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