Sears 2012 Annual Report Download - page 127

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E-2
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 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)).
10.7 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).
10.9 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)).
10.10 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)).**
10.11 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)).**
10.12 Sears Holdings Corporation Umbrella Incentive Program (Amended and Restated Effective March 7,
2012) (incorporated by reference to Appendix A to Registrant's Proxy Statement dated March 16, 2012
(File No. 000-51217)).**
10.13 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).**
10.14 Form of Sears Holdings Corporation Restricted Stock Award Agreement (incorporated by reference to
Exhibit 10.14 to Registrant's Annual Report on Form 10-K for the fiscal year ended January 30, 2010
(the “2009 10-K”))**
10.15 Form of Sears Holdings Corporation Restricted Stock Award Agreement (incorporated by reference to
Exhibit 10.1 to Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended July 30, 2011
(File No. 000-51217)).**
10.16 Form of Cash Right - Addendum to Restricted Stock Award Agreement (incorporated by reference to
Exhibit 10.17 to Registrant's Annual Report on Form 10-K for the fiscal year ended January 28, 2012
(the “2011 10-K”)).**