Sears 2010 Annual Report Download - page 109

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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.
4.2 Indenture, dated as of October 12, 2010, among Sears Holdings Corporation, the guarantors party
thereto and Wells Fargo Bank, National Association, as Trustee and Collateral Agent (incorporated by
reference to Exhibit 4.1 to Registrant’s Current Report on Form 8-K, dated October 12, 2010, filed on
October 15, 2010 (File No. 000-51217)).
4.3 Security Agreement, dated as of October 12, 2010, among Sears Holdings Corporation, the guarantors
party thereto and Wells Fargo Bank, National Association, as Collateral Agent (incorporated by
reference to Exhibit 4.2 to Registrant’s Current Report on Form 8-K, dated October 12, 2010, filed on
October 15, 2010 (File No. 000-51217)).
4.4 Intercreditor Agreement, dated as of October 12, 2010, among Bank of America, N.A., Wells Fargo
Retail Finance, LLC and General Electric Capital Corporation, as ABL Agents, and Wells Fargo Bank,
National Association, as Second Lien Agent (incorporated by reference to Exhibit 4.3 to Registrant’s
Current Report on Form 8-K, dated October 12, 2010, filed on October 15, 2010 (File No. 000-
51217)).
4.5 Registration Rights Agreement, dated as of October 12, 2010, by and among Sears Holdings
Corporation and the guarantors party thereto and Banc of America Securities LLC (incorporated by
reference to Exhibit 4.4 to Registrant’s Current Report on Form 8-K, dated October 12, 2010, filed on
October 15, 2010 (File No. 000-51217)).
4.6 Registration Rights Agreement, dated as of October 12, 2010, by and among Sears Holdings
Corporation and the guarantors party thereto, Sears Holdings Corporation Investment Committee on
behalf of the Sears Holdings Pension Plan and Sears Holdings Pension Trust (incorporated by
reference to Exhibit 4.5 to Registrant’s Current Report on Form 8-K, dated October 12, 2010, filed on
October 15, 2010 (File No. 000-51217)).
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)).
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