EXHIBIT 99.2 JOINT FILING AGREEMENT January 30, 2019 Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder, each party hereto hereby agrees to the joint...Joint Filing Agreement • January 30th, 2019 • Sears Holdings Corp • Retail-department stores
Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.
REGISTRATION RIGHTS AGREEMENT by and among Sears Holdings Corporation and the Guarantors party hereto and Banc of America Securities LLC Dated as of October 12, 2010Registration Rights Agreement • October 15th, 2010 • Sears Holdings Corp • Retail-department stores • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 12, 2010, by and among Sears Holdings Corporation, a Delaware corporation (the “Company”), the Guarantors party hereto (collectively, the “Guarantors”), and Banc of America Securities LLC, as Representative (the “Representative”) of the several Initial Purchasers listed on Schedule A to the Purchase Agreement (as defined below) (collectively, the “Initial Purchasers”), who have agreed to purchase the Company’s 6 5/8% Senior Secured Notes due 2018 (the “Initial Notes”) fully and unconditionally guaranteed by the Guarantors (the “Guarantees”) pursuant to the Purchase Agreement (as defined below). The Initial Notes and the Guarantees attached thereto are herein collectively referred to as the “Initial Securities.”
EXHIBIT 99.2 JOINT FILING AGREEMENTJoint Filing Agreement • May 14th, 2019 • Sears Holdings Corp • Retail-department stores
Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.
EXHIBIT 99.2 JOINT FILING AGREEMENT Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of...Joint Filing Agreement • December 3rd, 2013 • Sears Holdings Corp • Retail-department stores
Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.
WARRANT AGREEMENT Dated as of November 21, 2014 between SEARS HOLDINGS CORPORATION and COMPUTERSHARE INC. and COMPUTERSHARE TRUST COMPANY, N.A. as Warrant Agent Warrants for Common StockWarrant Agreement • November 21st, 2014 • Sears Holdings Corp • Retail-department stores • New York
WARRANT AGREEMENT, dated as of November 21, 2014 (this “Agreement”), between SEARS HOLDINGS CORPORATION, a Delaware corporation (the “Company”), COMPUTERSHARE INC. (“Computershare”), a Delaware corporation, and its wholly owned subsidiary, COMPUTERSHARE TRUST COMPANY, N.A., a federally chartered trust company (collectively with Computershare, the “Warrant Agent”).
EXECUTIVE SEVERANCE AGREEMENTExecutive Severance Agreement • March 18th, 2014 • Sears Holdings Corp • Retail-department stores • Illinois
By this Executive Severance Agreement dated _____________, 20___ (“Agreement”), Sears Holdings Corporation and its affiliates and subsidiaries (“Sears”), and [_______________] (“Executive”), intending to be legally bound, and for good and valuable consideration, agree as follows:
THIRD AMENDED AND RESTATED LOAN AGREEMENT Dated as of June 4, 2018 between SEARS, ROEBUCK AND CO., KMART STORES OF ILLINOIS LLC, KMART OF WASHINGTON LLC, KMART CORPORATION, SHC DESERT SPRINGS, LLC, INNOVEL SOLUTIONS, INC., SEARS HOLDINGS MANAGEMENT...Loan Agreement • June 4th, 2018 • Sears Holdings Corp • Retail-department stores • New York
This Third Amended and Restated Loan Agreement (this “Agreement”) is dated as of June 4, 2018 and is among (i) JPP, LLC, a Delaware limited liability company, as agent (in its capacity as administrative agent for the Lenders, together with its permitted successors and assigns in accordance with Section 7.1, the “Agent”), (ii) JPP, LLC, JPP II, LLC and Cascade Investment, L.L.C. (“Cascade”), collectively, as lenders (together with their respective permitted successors and assigns, individually or collectively, as the context may require, “Lender”), (iii) SEARS, ROEBUCK AND CO. (“Sears”), KMART STORES OF ILLINOIS LLC, KMART OF WASHINGTON LLC, KMART CORPORATION (“KMART”), SHC DESERT SPRINGS, LLC, INNOVEL SOLUTIONS, INC., SEARS HOLDINGS MANAGEMENT CORPORATION, MAXSERV, INC., TROY COOLIDGE NO. 13, LLC, SEARS DEVELOPMENT CO. and BIG BEAVER OF FLORIDA DEVELOPMENT, LLC, collectively as borrowers (individually or collectively, as the context may require, jointly and severally, together with the
GUARANTYGuaranty • December 4th, 2014 • Sears Holdings Corp • Retail-department stores • New York
THIS GUARANTY (this “Guaranty”) is executed as of September 15, 2014 by SEARS HOLDINGS CORPORATION, a Delaware corporation (together with any permitted successors and assigns, “Guarantor”), for the benefit of JPP II, LLC, a Delaware limited Partnership and JPP, LLC, a Delaware limited liability company (collectively, together with their respective successors and assigns, “Lender”).
EXECUTIVE SEVERANCE AGREEMENTExecutive Severance Agreement • March 26th, 2008 • Sears Holdings Corp • Retail-department stores • Illinois
By this Executive Severance Agreement dated as of , 200 (“Agreement”), Sears Holdings Corporation and its affiliates and subsidiaries (“Sears”), and [ ] (“Executive”), intending to be legally bound, and for good and valuable consideration, agree as follows:
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • September 8th, 2005 • Sears Holdings CORP • Retail-department stores • Delaware
This Employment Agreement between Sears Holdings Corporation (the “Company”) and Alan J. Lacy (the “Executive”) dated September 7, 2005 (the “Agreement”) amends and restates the Employment Agreement by and among Sears, Roebuck & Co., a New York corporation, Kmart Holding Corporation, a Delaware corporation and Alan J. Lacy (the “Executive”) dated as of the 16th day of November, 2004.
FIFTH AMENDMENT TO SECOND LIEN CREDIT AGREEMENTSecond Lien Credit Agreement • July 6th, 2018 • Sears Holdings Corp • Retail-department stores • New York
SECOND LIEN CREDIT AGREEMENT (this “Agreement”) dated as of September 1, 2016, as amended on July 7, 2017 (the “First Amendment Effective Date”), as further amended on January 9, 2018, as further amended on February 7, 2018, as further amended on March 20, 2018 and as further amended on March 20, 2018, July 5, 2018 among SEARS HOLDINGS CORPORATION, a Delaware corporation (“Holdings”), SEARS ROEBUCK ACCEPTANCE CORP., a Delaware corporation (“SRAC”), KMART CORPORATION, a Michigan corporation (“Kmart Corp.”), the guarantors listed on the signature pages hereto or pursuant to any joinder hereto as provided in Sections 6.01(i) and 10.08, the banks, financial institutions and other institutional lenders listed on the signature pages hereof or pursuant to any joinder hereto as provided in Section 10.10 or through an assignment as provided in Section 9.07 hereof as Lenders, and JPP, LLC, a Delaware limited liability company, as administrative agent and collateral administrator (the “Agent”).
SECOND AMENDED AND RESTATED INTERCREDITOR AGREEMENT by and among BANK OF AMERICA, N.A. and WELLS FARGO BANK, NATIONAL ASSOCIATION, as ABL Agents, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Second Lien Agent Dated as of March 20, 2018Intercreditor Agreement • March 23rd, 2018 • Sears Holdings Corp • Retail-department stores • New York
THIS SECOND AMENDED AND RESTATED INTERCREDITOR AGREEMENT (as amended, supplemented, restated or otherwise modified from time to time pursuant to the terms hereof, this “Agreement”) is entered into as of March 20, 2018 by and among BANK OF AMERICA, N.A., in its capacity as administrative agent and co-collateral agent and WELLS FARGO BANK, NATIONAL ASSOCIATION, as successor to WELLS FARGO RETAIL FINANCE, LLC, in its capacity as co-collateral agent (together with their respective successors and assigns in such capacities, the “ABL Agents”), for (i) the financial institutions party from time to time to the ABL Credit Agreement referred to below (such financial institutions, together with their respective successors, assigns and transferees, the “ABL Lenders”) and (ii) any ABL Bank Product Affiliates and ABL Cash Management Affiliates (each as defined below) (such ABL Bank Product Affiliates and ABL Cash Management Affiliates, together with the ABL Agents and the ABL Lenders, the “ABL Secur
SECOND AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT AMONG SEARS HOLDINGS CORPORATION, SEARS, ROEBUCK AND CO., SEARS ROEBUCK ACCEPTANCE CORP., KMART HOLDING CORPORATION, KMART CORPORATION AND CERTAIN OF THEIR RESPECTIVE SUBSIDIARIES, AS...Guarantee and Collateral Agreement • May 19th, 2011 • Sears Holdings Corp • Retail-department stores • New York
SECOND AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT, dated as of April 8, 2011, among (a) each of the entities listed on Schedule 1 hereto (together with any other entity that may become a party hereto as provided herein, the “Grantors”), and (b) Bank of America, N.A., Wells Fargo Bank, National Association and General Electric Capital Corporation, as co-collateral agents (collectively in such capacity, the “Co-Collateral Agents”).
AMENDMENT TO TERM LOAN CREDIT AGREEMENTTerm Loan Credit Agreement • February 1st, 2018 • Sears Holdings Corp • Retail-department stores • New York
JPP, LLC and JPP II, LLC, as lenders party to the Existing Term Loan Credit Agreement (as defined below) (the “Term Increase Lenders”), as lenders party to the Existing Term Loan Credit Agreement and the Amended Term Loan Credit Agreement (the “Lenders”) and as holders of rights pursuant to Section 9.16 of the Amended Term Loan Credit Agreement (the “Buy-Out Parties”),
THIS LEASE IS NOT TO BE RECORDED] MASTER LEASE by and among SERITAGE SRC FINANCE LLC and SERITAGE KMT FINANCE LLC, Landlord, and KMART OPERATIONS LLC and SEARS OPERATIONS LLC, TenantMaster Lease • July 13th, 2015 • Sears Holdings Corp • Retail-department stores • New York
This MASTER LEASE (this “Master Lease”) is entered into as of July 7, 2015, by and among Seritage SRC Finance LLC and Seritage KMT Finance LLC (together with their successors and assigns, collectively, jointly and severally, “Landlord”), and Kmart Operations LLC (“Kmart Tenant”) and Sears Operations LLC (“Sears Tenant”) (together with their permitted successors and assigns, collectively, jointly and severally, “Tenant”).
EXECUTIVE SEVERANCE AGREEMENTExecutive Severance Agreement • March 12th, 2010 • Sears Holdings Corp • Retail-department stores • Illinois
By this Executive Severance Agreement dated as of December , 2009 (“Agreement”), Sears Holdings Corporation (“Sears”) and “Sears Affiliates” (as such term is defined in Section 2 below), and JOHN GOODMAN (“Executive”), intending to be legally bound, and for good and valuable consideration, agree as follows:
SECOND AMENDMENT TO LETTER OF CREDIT AND REIMBURSEMENT AGREEMENTLetter of Credit and Reimbursement Agreement • August 3rd, 2017 • Sears Holdings Corp • Retail-department stores • New York
LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT (this “Agreement”) dated as of December 28, 2016, as amended March 2, 2017 (the “Amendment No. 1 Effective Date”) as further amended August 1, 2017 (the “Amendment No. 2 Effective Date”), among SEARS HOLDINGS CORPORATION, a Delaware corporation (“Holdings”), SEARS ROEBUCK ACCEPTANCE CORP., a Delaware corporation (“SRAC”), KMART CORPORATION, a Michigan corporation (“Kmart Corp.”), CITIBANK, N.A. (the “Bank”), as administrative agent (in such capacity, the “Agent”), and as the Issuing Bank (as further defined below, the “Issuing Bank”) and financial institutions from time to time party hereto as L/C lenders (each an “L/C Lender”).
EXECUTIVE SEVERANCE/NON-COMPETE AGREEMENTExecutive Severance/Non-Compete Agreement • April 29th, 2005 • Sears Holdings CORP • Retail-department stores • Illinois
In this Executive Severance/Non-Compete Agreement dated as of ___, 2005 (the “Agreement”), Sears Holdings Corporation and its affiliates and subsidiaries (“Sears”), and ___(“Executive”), intending to be legally bound and for good and valuable consideration, agree as follows:
SEARS HOLDINGS CORPORATION, THE GUARANTORS PARTY HERETO and COMPUTERSHARE TRUST COMPANY, N.A., as Trustee INDENTURE Dated as of March 20, 2018 65/8% Senior Secured Convertible PIK Toggle Notes due 2019Indenture • March 23rd, 2018 • Sears Holdings Corp • Retail-department stores • New York
INDENTURE, dated as of March 20, 2018, among SEARS HOLDINGS CORPORATION, a Delaware corporation (the “Issuer”), the Guarantors (as defined herein) listed on Schedule A hereto and COMPUTERSHARE TRUST COMPANY, N.A., as trustee (the “Trustee”).
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • October 2nd, 2013 • Sears Holdings Corp • Retail-department stores • New York
SECOND AMENDED AND RESTATED AGREEMENT (this “Agreement”) dated as of April 8, 2011, as amended October 2, 2013, among SEARS HOLDINGS CORPORATION, a Delaware corporation (“Holdings”), SEARS ROEBUCK ACCEPTANCE CORP., a Delaware corporation (“SRAC”), KMART CORPORATION, a Michigan corporation (“Kmart Corp.”), the banks, financial institutions and other institutional lenders listed on the signature pages hereof (or pursuant to any joinder hereto or through an assignment as provided in Section 9.07 hereof as Revolving Lenders or Term Lenders, as applicable (collectively, the “Lenders”), the ISSUING LENDERS party hereto, BANK OF AMERICA, N.A. (the “Bank”), as administrative agent (the “Agent”), Co-Collateral Agent, and Swingline Lender, WELLS FARGO BANK, NATIONAL ASSOCIATION AND GENERAL ELECTRIC CAPITAL CORPORATION, as co-collateral agents (collectively, with the Bank in such capacity, the “Co-Collateral Agents”), WELLS FARGO CAPITAL FINANCE, LLC AND GENERAL ELECTRIC CAPITAL CORPORATION, as C
NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • March 30th, 2005 • Sears Holdings CORP • Retail-department stores • Delaware
WHEREAS, Sears, Roebuck & Co., a New York corporation, and Kmart Holding Corporation, a Delaware corporation, and the Executive have entered into an employment agreement dated as of the 16th day of November, 2004 (the “Employment Agreement”), which has been assumed by the Company, pursuant to which, among other things, the Company has determined that, as an inducement material to the Executive’s agreement to enter into employment with the Company, in satisfaction of certain of the Company’s obligations under Section 3(b)(iii) of the Employment Agreement, the Executive should be granted by the Company a nonqualified option to purchase shares of its common stock (the “Option”);
SECURITY AGREEMENT among SEARS HOLDINGS CORPORATION, and certain of its Subsidiaries, as Grantors and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Collateral Agent Dated as of October 12, 2010Security Agreement • October 15th, 2010 • Sears Holdings Corp • Retail-department stores • New York
THIS SECURITY AGREEMENT, dated as of October 12, 2010 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”), is made by SEARS HOLDINGS CORPORATION, a Delaware corporation (the “Issuer”), and the guarantors from time to time party hereto (the “Guarantors” and, together with the Issuer, the “Grantors”), in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as collateral agent (in such capacity and, together with any successors and assigns, the “Collateral Agent”).
EXECUTIVE SEVERANCE/NON-COMPETE AGREEMENTExecutive Severance/Non-Compete Agreement • December 6th, 2005 • Sears Holdings Corp • Retail-department stores • Illinois
In this Executive Severance/Non-Compete Agreement dated as of , 2005 (the “Agreement”), Sears Holdings Corporation and its controlled affiliates and subsidiaries (“Sears”), and (“Executive”), intending to be legally bound and for good and valuable consideration, agree as follows:
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 as Account Parties, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Issuing BankUncommitted Letter of Credit Agreement • January 21st, 2011 • Sears Holdings Corp • Retail-department stores • New York
This UNCOMMITTED LETTER OF CREDIT AGREEMENT dated as of January 20, 2011, is by and among SEARS HOLDINGS CORPORATION, a corporation organized under the laws of the State of Delaware (“Holdings”), SEARS ROEBUCK ACCEPTANCE CORP., a corporation organized under the laws of the State of Delaware (“SRAC”), SEARS, ROEBUCK AND CO., a corporation organized under the laws of the State of New York (“Sears”), KMART CORPORATION, a corporation organized under the laws of the State of Michigan (“Kmart”); and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Issuing Bank, a national banking association having a place of business at One Boston Place, 19th Floor, Boston, Massachusetts 02108;
ASSET PURCHASE AGREEMENT DATED AS OF JANUARY 17, 2019 BY AND AMONG TRANSFORM HOLDCO LLC, SEARS HOLDINGS CORPORATION and ITS SUBSIDIARIES PARTY HERETOAsset Purchase Agreement • January 24th, 2019 • Sears Holdings Corp • Retail-department stores • Delaware
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made as of January 16, 2019 (the “Effective Date”), by and between Transform Holdco LLC, a Delaware Limited Liability Company (together with any applicable Affiliated Designee (as defined below), “Buyer”), and Sears Holdings Corporation, a Delaware corporation (“SHC” or the “Seller” and together with each of its Subsidiaries party hereto, the “Sellers”).
SEARS HOLDINGS CORPORATION and COMPUTERSHARE TRUST COMPANY, N.A., as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of November 21, 2014 8% SENIOR UNSECURED NOTES DUE 2019First Supplemental Indenture • November 21st, 2014 • Sears Holdings Corp • Retail-department stores • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of November 21, 2014 (this “Supplemental Indenture”), among Sears Holdings Corporation, a Delaware corporation (the “Issuer”), as obligor, and Computershare Trust Company, N.A., as trustee (the “Trustee”).
FIFTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • March 23rd, 2018 • Sears Holdings Corp • Retail-department stores • New York
WHEREAS, Holdings, the Borrowers, the Lenders party thereto, the Co-Collateral Agents party thereto, and the Agent, among others, are party to that certain Third Amended and Restated Credit Agreement, dated as of July 21, 2015, as amended pursuant to that certain First Amendment to Third Amended and Restated Credit Agreement, dated as of April 8, 2016, that certain Second Amendment to Third Amended and Restated Credit Agreement, dated as of February 10, 2017, that certain Third Amendment to Third Amended and Restated Credit Agreement, dated as of December 12, 2017, and that certain Fourth Amendment to Third Amended and Restated Credit Agreement, dated as of February 7, 2018 (the “Existing Credit Agreement”; the Existing Credit Agreement as amended hereby, the “Amended Credit Agreement”);
CONFIDENTIALITY AGREEMENTConfidentiality Agreement • February 28th, 2008 • Sears Holdings Corp • Retail-department stores • New York
In connection with the analysis of a possible business combination transaction between Restoration Hardware, Inc. (the “Company”) and Sears Holdings Corporation (the “Interested Party”) (the “Transaction”), the Company may deliver to the Interested Party or its Representatives (as defined below) certain Information (as defined below) concerning the Company and the Transaction. Each of the Company and the Interested Party are referred to herein as a “Party” and collectively as the “Parties.”
THIRD AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT AMONG SEARS HOLDINGS CORPORATION, SEARS, ROEBUCK AND CO., SEARS ROEBUCK ACCEPTANCE CORP., KMART HOLDING CORPORATION, KMART CORPORATION AND CERTAIN OF THEIR RESPECTIVE SUBSIDIARIES, AS...Guarantee and Collateral Agreement • August 20th, 2015 • Sears Holdings Corp • Retail-department stores • New York
THIRD AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT, dated as of July 21, 2015, among (a) each of the entities listed on Schedule 1 hereto (together with any other entity that may become a party hereto as provided herein, the “Grantors”), and (b) Bank of America, N.A., Wells Fargo Bank, National Association and General Electric Capital Corporation, as co-collateral agents (collectively in such capacity, the “Co-Collateral Agents”).
THIRD AMENDMENT TO MEZZANINE LOAN AGREEMENTMezzanine Loan Agreement • May 31st, 2018 • Sears Holdings Corp • Retail-department stores • New York
This Third Amendment to Mezzanine Loan Agreement (this “Amendment”), dated as of April 26, 2018, is by and between JPP, LLC, as administrative agent (together with its successors and assigns, “Administrative Agent”) and SRC SPARROW 2 LLC (“Borrower”) and amends that certain Mezzanine Loan Agreement, dated as of March 14, 2018, as the same was amended pursuant to that certain Amendment to Mezzanine Loan Agreement dated as of April 13, 2018 (the “First Amendment”), and as was further amended by that certain Second Amendment to Loan Agreement (the “Second Amendment” and, as amended to date and as may be further amended or otherwise modified from time to time, the “Loan Agreement”; all capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Loan Agreement).
RESTRICTED SHARE AGREEMENTRestricted Share Agreement • March 30th, 2005 • Sears Holdings CORP • Retail-department stores • Delaware
WHEREAS, Sears, Roebuck & Co., a New York corporation, and Kmart Holding Corporation, a Delaware corporation, and the Executive have entered into an employment agreement dated as of the 16th day of November, 2004 (the “Employment Agreement”), which has been assumed by the Company, pursuant to which, among other things, the Company has determined that, as an inducement material to the Executive’s agreement to enter into employment with the Company, in satisfaction of certain of the Company’s obligations under Section 3(b)(iii) of the Employment Agreement, and subject to the restrictions stated below, the Executive should be granted shares of the Company’s common stock, par value $.01 (the “Common Stock”);
EXECUTIVE EMPLOYMENT AND SEVERANCE AGREEMENTExecutive Employment and Severance Agreement • March 17th, 2009 • Sears Holdings Corp • Retail-department stores • Illinois
By this Executive Employment and Severance Agreement, dated as of February 25, 2008 (“Agreement”), Sears Holdings Corporation and its affiliates and subsidiaries (“Sears”) and Kevin Holt (“Executive”) (collective referred to as the “Parties”) intending to be legally bound, and for good and valuable consideration, agree as follows:
SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • October 30th, 2017 • Sears Holdings Corp • Retail-department stores • New York
This Amendment (this “Amendment”), dated as of October 25, 2017, by and between JPP, LLC and JPP II, LLC, each a Delaware limited liability company (together “JPP”) and CASCADE INVESTMENT, L.L.C., a Washington limited liability company (“Cascade”, and together with JPP, the “Initial Lenders”), and SEARS, ROEBUCK AND CO., SEARS DEVELOPMENT CO., INNOVEL SOLUTIONS, INC. (“Innovel”), BIG BEAVER OF FLORIDA DEVELOPMENT, LLC (“BBOFD”) and KMART CORPORATION, collectively as borrower (individually or collectively, as the context may require, jointly and severally, together with their respective permitted successors and assigns, “Borrower”), amends that certain Amended Restated Loan Agreement, dated as of May 22, 2017 (as amended by that certain Amendment to Amended and Restated Loan Agreement, dated as of July 3, 2017, the “Loan Agreement”; all capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Loan Agreement).
THIRD AMENDMENT TO LETTER OF CREDIT AGREEMENTLetter of Credit Agreement • September 1st, 2006 • Sears Holdings Corp • Retail-department stores
KMART CORPORATION (“Kmart”), a corporation organized under the laws of the State of Michigan having a place of business at 3100 West Big Beaver Road, Troy, Michigan 48084,
SEARS HOLDINGS CORPORATION RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • March 12th, 2010 • Sears Holdings Corp • Retail-department stores
Pursuant to action taken by Sears Holdings Corporation (the “Company”) under the Sears Holdings Corporation 2006 Stock Plan (the “Plan”), you have been awarded restricted shares of Sears Holdings Corporation stock, as detailed below. These shares have restrictions attached to them. You are restricted from selling these shares until the vesting date has occurred. Your shares will be forfeited if you leave the Company or are demoted below the level of Vice President before the vesting date. As a holder of restricted shares, you are entitled to voting rights on the shares, subject to the limits described below. Additionally, in the event that the Company were to declare a dividend, you would also be entitled to dividend rights on the shares, subject to the limits described below.
