EMPLOYMENT AGREEMENTEmployment Agreement • July 9th, 2012 • Sears Canada Inc. • Retail-department stores • Ontario
CREDIT AGREEMENT Dated as of March 20, 2017 amongCredit Agreement • May 1st, 2017 • Sears Canada Inc. • Retail-department stores • Quebec
CREDIT AGREEMENT (this “Agreement”) dated as of March 20, 2017, among SEARS CANADA INC., a corporation organized under the federal laws of Canada (the “Borrower”), the banks, financial institutions and other institutional lenders listed on the signature pages hereof (the “Lenders”), GACP FINANCE CO., LLC (“GACP”) as administrative agent and syndication agent (in such capacities, the “Agent”).
B E T W E E N: SEARS CANADA INC., as Borrower and THE LENDERS NAMED HEREIN and THE L/C ISSUING BANK NAMED HEREIN and WELLS FARGO CAPITAL FINANCE CORPORATION CANADA as AgentSecond Amending Agreement • April 23rd, 2015 • Sears Canada Inc. • Retail-department stores • Ontario
WHEREAS Sears Canada Inc., as borrower (the “Borrower”), the banks, financial institutions and other institutional lenders listed on the signature pages thereto (the “Lenders”), the L/C Issuing Bank party hereto, and Wells Fargo Capital Finance Corporation Canada, as administrative agent (the “Agent”), entered into that certain credit agreement dated as of September 10, 2010 (as amended and in effect on the date hereof, the “Credit Agreement”) pursuant to which certain credit facilities were established in favour of the Borrower;
SEARS CANADA INC., as Borrower and THE LENDERS NAMED HEREIN and THE L/C ISSUING BANK NAMED HEREIN and WELLS FARGO CAPITAL FINANCE CORPORATION CANADA as Administrative Agent, Co-Collateral Agent and Swingline Lender and GE CANADA FINANCE HOLDING...Sears Canada Inc. • March 15th, 2013 • Retail-department stores • Ontario
WHEREAS Sears Canada Inc., as borrower (the “Borrower”), the banks, financial institutions and other institutional lenders listed on the signature pages hereto (the “Lenders”), the L/C Issuing Bank party hereto, Wells Fargo Capital Finance Corporation Canada, as administrative agent (the “Agent”), co-collateral agent and Swingline Lender, GE Canada Finance Holding Company, as co-collateral agent, CIBC Asset-Based Lending Inc. and Bank of Montreal, as co-syndication agents, GE Canada Finance Holding Company, as documentation agent, and Wells Fargo Capital Finance Corporation Canada, GE Capital Markets (Canada) Limited, GE Capital Markets, Inc., CIBC Asset-Based lending Inc. and BMO Capital Markets, as joint lead arrangers and bookrunners, entered into that certain credit agreement dated as of September 10, 2010 (the “Credit Agreement”) pursuant to which certain credit facilities were established in favour of the Borrower;
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 9th, 2012 • Sears Canada Inc. • Retail-department stores • Ontario
NOW THEREFORE in consideration of the sum of $1.00 now given by the Indemnified Party to the Corporation, and of the mutual covenants and agreements contained in this Agreement and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties agree as follows:
EMPLOYMENT AGREEMENTEmployment Agreement • July 9th, 2012 • Sears Canada Inc. • Retail-department stores • Ontario
AMENDMENT TO THE PROGRAM AGREEMENT, MERCHANT AGREEMENT AND LICENSING AGREEMENTThe Program Agreement, Merchant Agreement and Licensing Agreement • November 17th, 2014 • Sears Canada Inc. • Retail-department stores
This Amendment (this “Amending Agreement”), dated as of November 14, 2014, to the Program Agreement (defined below), the Merchant Agreement (defined below) and the Licensing Agreement (defined below) is entered into by and among Sears Canada Inc., a corporation incorporated under the laws of Canada (“Sears”) and JPMorgan Chase Bank, N.A., a national banking association organized under the laws of the United States and a Schedule III bank under the Bank Act (Canada) (“JPMC”, together with Sears, the “Parties” and each a “Party”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Program Agreement.
AGREEMENTAgreement • July 9th, 2012 • Sears Canada Inc. • Retail-department stores • Ontario
WHEREAS by agreement dated 18th September, 1952 among Simpsons, Limited (“Simpsons”), SEARS and SEARS CANADA, under its then name of Simpsons-Sears Limited, provision was made, among other things, for the purchase by SEARS CANADA of the mail order business of Simpsons and for the terms of the continuing relationship between the parties; and
EMPLOYMENT AGREEMENTEmployment Agreement • July 9th, 2012 • Sears Canada Inc. • Retail-department stores • Ontario
EMPLOYMENT AGREEMENTEmployment Agreement • July 9th, 2012 • Sears Canada Inc. • Retail-department stores • Ontario
AMENDING AGREEMENTAmending Agreement • October 15th, 2014 • Sears Canada Inc. • Retail-department stores • Ontario
WHEREAS Sears and Sears Canada entered into an agreement dated as of January 26, 1987, as amended, pursuant to which Sears granted to Sears Canada the exclusive right to use certain trademarks in Canada in relation to goods and services in the field of merchandising (the “License Agreement”);
PROGRAM AGREEMENT by and between SEARS CANADA INC. and SEARS CANADA BANK and JPMORGAN CHASE BANK, N.A. (TORONTO BRANCH) Dated as of November 15, 2005Program Agreement • July 9th, 2012 • Sears Canada Inc. • Retail-department stores
PROGRAM AGREEMENT, dated as of November 15, 2005 (this “Agreement”), effective as of the Effective Date, by and among Sears Canada Inc., a corporation incorporated under the laws of Canada (“Sears”), Sears Canada Bank, a Schedule I bank under the Bank Act (Canada) (“Sears Bank”) and JPMorgan Chase Bank, N.A., a national banking association organized under the laws of the United States and a Schedule III bank under the Bank Act (Canada) (“Purchaser”).
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • May 16th, 2017 • Sears Canada Inc. • Retail-department stores • Ontario
AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of May 5, 2018 (this “Amendment No. 1”), is by and among SEARS CANADA INC., a corporation organized under the federal laws of Canada (the “Borrower”), the banks, financial institutions and other institutional lenders from time to time party to the Credit Agreement (the “Lenders”), and GACP FINANCE CO., LLC as administrative agent (the “Agent”).
REDACTED MASTER AGREEMENT FOR FULL SURRENDER AND FULL TERMINATION OF LEASES at MARKVILLE PLACE (MARKHAM) MASONVILLE SHOPPING CENTRE (LONDON) RICHMOND CENTRE (RICHMOND) SHERWAY GARDENS (TORONTO) and AMENDMENT, PARTIAL SURRENDER AND PARTIAL TERMINATION...Agreement • October 31st, 2013 • Sears Canada Inc. • Retail-department stores • Ontario
WHEREAS the Tenant and the Shopping Centre Parties have agreed that the TEC Sears Lease shall be amended, partially surrendered and partially terminated and that the other Subject Leases shall be fully surrendered and fully terminated on the terms and conditions set forth in this Agreement;
THIS FIRST AMENDING AGREEMENT made as of the ___ day of August, 2012First Amending Agreement • March 25th, 2013 • Sears Canada Inc. • Retail-department stores • Ontario
WHEREAS Sears Canada Inc., as borrower (the “Borrower”), the banks, financial institutions and other institutional lenders listed on the signature pages hereto (the “Lenders”), the L/C Issuing Bank party hereto, Wells Fargo Capital Finance Corporation Canada, as administrative agent (the “Agent”), co-collateral agent and Swingline Lender, GE Canada Finance Holding Company, as co-collateral agent, CIBC Asset-Based Lending Inc. and Bank of Montreal, as co-syndication agents, GE Canada Finance Holding Company, as documentation agent, and Wells Fargo Capital Finance Corporation Canada, GE Capital Markets (Canada) Limited, GE Capital Markets, Inc., CIBC Asset-Based lending Inc. and BMO Capital Markets, as joint lead arrangers and bookrunners, entered into that certain credit agreement dated as of September 10, 2010 (the “Credit Agreement”) pursuant to which certain credit facilities were established in favour of the Borrower;
