Sears 2015 Annual Report Download - page 129

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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. 001-04040)).
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 Third Amended and Restated Credit Agreement, dated as of July 21, 2015, between Sears Holdings
Corporation, Sears Roebuck Acceptance Corp. and Kmart Corporation, the lenders party thereto, and
Bank of America, N.A., as agent (incorporated by reference to Exhibit 10.2 to Registrant’s Quarterly
Report on Form10-Q for the fiscal quarter ended August 1, 2015 (File No. 001-36693)) (1)
10.5 Third Amended and Restated Guarantee and Collateral Agreement, dated as of July 21, 2015, 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 10.3 to Registrant’s
Quarterly Report on Form10-Q for the fiscal quarter ended August 1, 2015 (File No. 001-36693)).
10.6 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)).
10.7 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)).
10.8 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)).
10.9 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)).
10.10 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)).
10.11 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)).
10.12 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)).
10.13 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)).**
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