Sears 2014 Annual Report Download - page 140

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E-2
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. 001-00416)).
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 named therein, the
issuing lenders named therein, 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 First Amendment to the Second Amended and Restated Credit Agreement, dated as of October 2, 2013,
between Sears Holdings Corporation, Sears Roebuck Acceptance Corp. and Kmart Corporation, the
Revolving Lenders party thereto, the Term Lenders party thereto, and Bank of America, N.A., as
administrative agent (incorporated by reference to Exhibit 10 to Registrant’s Current Report on Form
8-K dated October 2, 2013, filed on October 2, 2013 (File No. 000-51217)).
10.6 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)).
10.7 Loan Agreement, dated as of September 15, 2014, by and between Sears, Roebuck and Co., Sears
Development Co., Kmart Corporation, JPP II, LLC and JPP, LLC (incorporated by reference to Exhibit
10.1 to Registrant’s Quarterly Report on Form10-Q for the fiscal quarter ended November 1, 2014
(File No. 000-51217)).
10.8 Guaranty, dated as of September 15, 2014, by and between Sears Holdings Corporation, JPP II, LLC
and JPP, LLC (incorporated by reference to Exhibit 10.2 to Registrant’s Quarterly Report on Form 10-
Q for the fiscal quarter ended November 1, 2014 (File No. 000-51217)).
10.9 Amendment to Loan Agreement, dated as of February 25, 2015, by and between JPP II, LLC, JPP,
LLC, Sears Roebuck and Co., Sears Development Co. and Kmart Corporation (incorporated by
reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K, dated February 26, 2015, filed
on February 26, 2015 (File No. 001-36693)).
10.10 Purchase, Sale and Servicing Transfer Agreement, dated as of July 15, 2003, by and among Sears,
Roebuck and Co., Sears Financial Holding Corporation, Sears National Bank, Sears Roebuck de
Puerto Rico, Inc., Sears Life Holding Corp., SRFG, Inc., Sears Intellectual Property Management
Company 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. 001-00416)).
10.11 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. 001-00416)).
10.12 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. 001-00416)).
10.13 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)).
10.14 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)).**