Sears 2011 Annual Report Download - page 119

10.4 Second Amended and Restated Credit Agreement, dated as of April 8, 2011, among Sears Holdings
Corporation, Sears Roebuck Acceptance Corp., Kmart Corporation, the lenders party thereto, Wells
Fargo Bank, National Association and General Electric Capital Corporation, as Co-Collateral Agents,
Wells Fargo Capital Finance, LLC and General Electric Capital Corporation, as Co-Syndication
Agents, Barclays Bank PLC, JPMorgan Chase Bank, N.A. and Citigroup Global Markets Inc. as Co-
Documentation Agents, and Bank of America, N.A. as Agent, Co-Collateral Agent and Swingline
Lender (incorporated by reference to Exhibit 10.3 to Registrant’s Quarterly Report on Form 10-Q for
the fiscal quarter ended April 30, 2011 (File No. 000-51217)). (1)
10.5 Second Amended and Restated Guarantee and Collateral Agreement, dated as of April 8, 2011, among
Sears Holdings Corporation, Sears, Roebuck and Co., Sears Roebuck Acceptance Corp., Kmart
Holding Corporation, Kmart Corporation and certain of their respective subsidiaries, as Grantors, and
Bank of America, N.A., Wells Fargo Bank, National Association 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 April 30, 2011 (File No. 000-51217)).
10.6 Uncommitted Letter of Credit Agreement, dated as of January 20, 2011, among Sears Holdings
Corporation, Sears Roebuck Acceptance Corp., Sears, Roebuck and Co., Kmart Corporation, and
Wells Fargo Bank, National Association, as Issuing Bank (incorporated by reference to Exhibit 10.1 to
Registrant’s Current Report on Form 8-K, dated January 20, 2011, filed on January 21, 2011
(File No. 000-51217)).(1)
10.7 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, filed on July 17, 2003 (File No. 1-416)).
10.8 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)).
10.9 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).
10.10 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)).
10.11 Sears Holdings Corporation Director Compensation Program, as amended (incorporated by reference
to Exhibit 10.5 to Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended May 1,
2010 (File No. 000-51217)).**
10.12 Sears Holdings Corporation 2006 Stock Plan, as amended (incorporated by reference to Appendix C to
Registrant’s Proxy Statement dated March 15, 2006 (File No. 00051217)).**
10.13 Sears Holdings Corporation Umbrella Incentive Program, as amended (incorporated by reference to
Exhibit 10.5 to Registrant’s Annual Report on Form 10-K for the fiscal year ended February 2, 2008)
(File No. 000-51217).**
10.14 Form of Sears Holdings Corporation Restricted Stock Award Agreement (incorporated by reference to
Exhibit 10.44 to Registrant’s Annual Report on Form 10-K for the fiscal year ended February 3, 2007
(the “2006 10-K”)) (File No. 000-51217).**
E-2