Sears 2009 Annual Report Download - page 106

EXHIBIT INDEX
3.1 Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to Registrant’s Current
Report on Form 8-K, dated March 24, 2005, filed on March 24, 2005 (File No. 000-51217)).
3.2 Amended and Restated By-Laws (incorporated by reference to Exhibit 3.2 to Registrant’s Current
Report on Form 8-K, dated December 2, 2009, filed on December 4, 2009 (File No. 000-51217)).
4.1 Registrant hereby agrees to furnish to the Commission, upon request, the instruments defining the
rights of holders of each issue of long-term debt of Registrant and its consolidated subsidiaries.
10.1 Guarantee executed by Sears, Roebuck and Co. under the Indenture, dated as of May 15, 1995,
between Sears Roebuck Acceptance Corp. and JP Morgan Chase Bank (successor to The Chase
Manhattan Bank, N.A.), as supplemented by the First Supplemental Indenture, dated as of
November 3, 2003 (incorporated by reference to Exhibit 4(g) to Sears Roebuck Acceptance Corp.’s
Quarterly Report on Form 10-Q for the fiscal quarter ended September 27, 2003 (File No. 1-4040)).
10.2 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)).
10.3 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)).
10.4 Amended and Restated Credit Agreement, dated as of May 21, 2009, among Sears Holdings
Corporation, Sears Roebuck Acceptance Corp., Kmart Corporation, the lenders party thereto, Bank of
America, N.A., as Administrative Agent, Co-Collateral Agent and Swingline Lender, Wells Fargo
Retail Finance, LLC and General Electric Capital Corporation, as Co-Syndication Agents and Co-
Collateral Agents, JPMorgan Chase Bank, N.A. and Barclays Bank plc, as Co-Documentation Agents,
and Banc of America Securities LLC, Wells Fargo Retail Finance, LLC and GE Capital Markets, Inc.,
as Joint Lead Arrangers and Joint Bookrunners (incorporated by reference to Exhibit 10.3 to
Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended May 2, 2009 (File No. 000-
51217)).
10.5 Amended and Restated Guarantee and Collateral Agreement, dated as of May 21, 2009, among the
Registrant and certain other subsidiaries of the Registrant and Bank of America, N.A., Wells Fargo
Retail Finance, LLC and General Electric Capital Corporation, as Co-Collateral Agents (incorporated
by reference to Exhibit 10.4 to Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter
ended May 2, 2009 (File No. 000-51217)).
10.6 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)).
10.7 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)).
10.8
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).
E-1