EIGHTH AMENDMENT TO NOTE AGREEMENTNote Agreement • December 12th, 1995 • Orchard Supply Hardware Stores Corp • Retail-building materials, hardware, garden supply
COMMON STOCKUnderwriting Agreement • February 26th, 1996 • Orchard Supply Hardware Stores Corp • Retail-building materials, hardware, garden supply • California
EXECUTIVE SEVERANCE AGREEMENTExecutive Severance Agreement • December 22nd, 2011 • Orchard Supply Hardware Stores Corp • Retail-building materials, hardware, garden supply • California
By this Executive Severance Agreement dated and effective as of December 19, 2011 (“Agreement”), Orchard Supply Hardware Stores Corporation and its parents, affiliates and subsidiaries (“OSH” or the “Company”) and Chris Newman (“Executive”), intending to be legally bound, and for good and valuable consideration, agree as follows:
SECOND AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT Among ESL INVESTMENTS, INC., EDWARD S. LAMPERT, WILLIAM C. CROWLEY, ACOF I LLC and ORCHARD SUPPLY HARDWARE STORES CORPORATION Dated as of December 30, 2011Stockholders’ Agreement • January 5th, 2012 • Orchard Supply Hardware Stores Corp • Retail-building materials, hardware, garden supply • Delaware
THIS SECOND AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT (this “Agreement”), dated as of December 30, 2011, is entered into among ESL Investments, Inc. (“ESL”), Edward S. Lampert (“Lampert”), William C. Crowley (“Crowley”), Orchard Supply Hardware Stores Corporation (the “Company”) and ACOF I LLC (“ACOF”).
EXECUTIVE SEVERANCE AGREEMENTExecutive Severance Agreement • September 9th, 2011 • Orchard Supply Hardware Stores Corp • Retail-building materials, hardware, garden supply • California
By this Executive Severance Agreement dated as of January 8, 2009 (“Agreement”). Orchard Supply Hardware Stores Corporation and its parents, affiliates and subsidiaries (“OSH” or the “Company”) and “OSH Affiliates” (as such term is defined in Section 2 below), and Bill C. Robertson (“Executive”), intending to be legally bound, and for good and valuable consideration, agree as follows:
THIRD AMENDED AND RESTATED SENIOR SECURED CREDIT AGREEMENT by and among ORCHARD SUPPLY HARDWARE LLC, as Borrower, ORCHARD SUPPLY HARDWARE STORES CORPORATION, and certain Subsidiaries of Orchard Supply Hardware LLC who subsequently become Guarantors...Senior Secured Credit Agreement • October 23rd, 2012 • Orchard Supply Hardware Stores Corp • Retail-building materials, hardware, garden supply • New York
This THIRD AMENDED AND RESTATED SENIOR SECURED CREDIT AGREEMENT, dated as of October 17, 2012 (as it may be amended or modified from time to time, this “Agreement”), among ORCHARD SUPPLY HARDWARE LLC, a Delaware limited liability company (“Borrower”), ORCHARD SUPPLY HARDWARE STORES CORPORATION, a Delaware corporation (“Holdings”), those certain Subsidiaries of the Borrower who subsequently become parties hereto (together with Holdings, collectively, the “Loan Guarantors”), the Lenders party hereto, WELLS FARGO BANK, NATIONAL ASSOCIATION, as ABL Administrative Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as collateral agent for the Lenders (in such capacity, the “Collateral Agent”), and BANK OF AMERICA, N.A., as Syndication Agent, amends and restates in its entirety the Second Amended and Restated Senior Secured Credit Agreement dated as of January 29, 2010, as amended by the Consent and First Amendment to Credit Agreement dated as of December 21, 2011 (as amended to the date hereof,
DISTRIBUTION AGREEMENT By and Between SEARS HOLDINGS CORPORATION and ORCHARD SUPPLY HARDWARE STORES CORPORATION Dated as of December 19, 2011Distribution Agreement • December 22nd, 2011 • Orchard Supply Hardware Stores Corp • Retail-building materials, hardware, garden supply • Delaware
DISTRIBUTION AGREEMENT dated as of December 19, 2011, by and between SEARS HOLDINGS CORPORATION, a Delaware corporation (“SHLD”), and ORCHARD SUPPLY HARDWARE STORES CORPORATION, a Delaware corporation (“OSH”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I hereof.
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 17th, 2011 • Orchard Supply Hardware Stores Corp • Retail-building materials, hardware, garden supply • Delaware
This Indemnification Agreement (“Agreement”) is made as of , 20 among Orchard Supply Hardware Stores Corporation, a Delaware corporation (the “Company”) and (“Indemnitee”), and, with respect to its guarantee set forth on the signature pages hereto only, Orchard Supply Hardware LLC, a Delaware limited liability company.
FORM OF TRANSITION SERVICES AGREEMENT between SEARS HOLDINGS MANAGEMENT CORPORATION and ORCHARD SUPPLY HARDWARE STORES CORPORATION Dated as of December , 2011Transition Services Agreement • December 5th, 2011 • Orchard Supply Hardware Stores Corp • Retail-building materials, hardware, garden supply • Illinois
This Transition Services Agreement (this “Agreement”) is made this day of December, 2011, between Sears Holdings Management Corporation, a Delaware corporation (“SHMC”), and Orchard Supply Hardware Stores Corporation, a Delaware corporation (“OSH”), (each a “Party” and collectively the “Parties”). Section 6.16 of this Agreement, which begins on page 12, includes a glossary of defined terms used in this Agreement.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • September 9th, 2011 • Orchard Supply Hardware Stores Corp • Retail-building materials, hardware, garden supply
This Amendment (the “Amendment”), dated as of March 20, 2007 (“Effective Date”), amends the Employment Agreement among Orchard Supply Hardware, LLC, a Delaware limited liability company (the “Company”), Orchard Supply Hardware Stores Corporation, a Delaware corporation (Holdings”) and Robert M. Lynch (“Executive”) dated November 23, 2005 (the “Agreement”). All terms capitalized herein, but not defined herein, shall have the meanings ascribed to them in the Agreement.
PURCHASE AND SALE AGREEMENT BETWEEN OSH PROPERTIES LLC, a Delaware limited liability company (“Seller”) and LBA REALTY LLC, a Delaware limited liability company (“Buyer”) FOR PREMISES LOCATED AT 2650 NORTH MAC ARTHUR BOULEVARD, TRACY, CALIFORNIA DATED...Purchase and Sale Agreement • November 17th, 2011 • Orchard Supply Hardware Stores Corp • Retail-building materials, hardware, garden supply • California
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is dated as of October 24, 2011, by and between OSH PROPERTIES LLC, a Delaware limited liability company (“Seller”), and LBA REALTY LLC, a Delaware limited liability company (“Buyer”).
LOAN AGREEMENT Dated as of October 27, 2010 Among OSH PROPERTIES LLC, a Delaware limited liability company as Borrower WELLS FARGO BANK, N.A., as Administrative Agent and Lenders Party Hereto WELLS FARGO SECURITIES, LLC, as ArrangerLoan Agreement • September 9th, 2011 • Orchard Supply Hardware Stores Corp • Retail-building materials, hardware, garden supply • New York
THIS LOAN AGREEMENT, dated as of October 27, 2010 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), among OSH PROPERTIES LLC, a Delaware limited liability company, having its principal place of business at 6450 Via del Oro, San Jose, CA 95119 (“Borrower”), each lender from time to time party hereto (individually, a “Lender” and collectively, the “Lenders”) and WELLS FARGO BANK, N.A., a national banking association, as administrative agent for Lenders hereunder (in such capacity, the “Administrative Agent”).
ARTICLE II AMENDMENT AND RESTATEMENTSenior Secured Term Loan Agreement • December 29th, 2011 • Orchard Supply Hardware Stores Corp • Retail-building materials, hardware, garden supply • New York
CONSENT AND FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • December 29th, 2011 • Orchard Supply Hardware Stores Corp • Retail-building materials, hardware, garden supply • New York
WELLS FARGO BANK, NATIONAL ASSOCIATION, successor by merger with WELLS FARGO RETAIL FINANCE, LLC, as ABL Administrative Agent and as Collateral Agent (in such capacities, the “ABL Agent”),
AMENDMENT NO. 1 TO LOAN AGREEMENTLoan Agreement • December 22nd, 2011 • Orchard Supply Hardware Stores Corp • Retail-building materials, hardware, garden supply
THIS AMENDMENT NO. 1 LOAN AGREEMENT dated as of December 19, 2011 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Amendment”) is by and among OSH PROPERTIES LLC, a Delaware limited liability company (the “Company”), each Lender referenced on the signature pages hereto, WELLS FARGO BANK, N.A., a national banking association, as administrative agent for Lenders hereunder (in such capacity, the “Administrative Agent”) and is acknowledged and agreed to by each of the entities referenced on the signature pages hereto as Guarantor. Capitalized terms used herein but not otherwise defined herein shall have the meanings set forth in or otherwise referenced pursuant to the Loan Agreement.
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • September 9th, 2011 • Orchard Supply Hardware Stores Corp • Retail-building materials, hardware, garden supply
This Second Amendment (the “Second Amendment”) dated as of February 1, 2009 (“Effective Date”), amends the Employment Agreement among Orchard Supply Hardware, LLC, a Delaware limited liability company (the “Company”), Orchard Supply Hardware Stores Corporation, a Delaware corporation (“Holdings”) and Robert M. Lynch (“Executive”) dated November 23, 2005, (the “Agreement”), as amended March 20, 2007 by the Amendment to Employment Agreement (the “First Amendment”). All terms capitalized herein, but not defined herein, shall have the meanings ascribed to them in the Agreement.
WAIVERWaiver • February 15th, 2013 • Orchard Supply Hardware Stores Corp • Retail-building materials, hardware, garden supply • New York
This WAIVER, dated as of February 14, 2013 (this “Waiver”), to the Amended and Restated Senior Secured Term Loan Agreement, dated as of December 22, 2011 (as amended by Waiver and Amendment No. 1, dated as of October 26, 2012, as further amended, supplemented, restated or otherwise modified from time to time, the “Credit Agreement”), by and among Orchard Supply Hardware LLC, a Delaware limited liability company (“Borrower”), Orchard Supply Hardware Stores Corporation, a Delaware corporation (“Holdings”), the other Guarantors party thereto, the Term Lenders party thereto from time to time, JPMorgan Chase Bank, N.A. as Term Administrative Agent (the “Administrative Agent”), as Collateral Agent, and as Sole Bookrunning Manager and Sole Lead Arranger. Capitalized terms used herein not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement.
EXECUTIVE SEVERANCE AGREEMENTExecutive Severance Agreement • September 9th, 2011 • Orchard Supply Hardware Stores Corp • Retail-building materials, hardware, garden supply • California
By this Executive Severance Agreement dated as of 7/23/, 2007 (“Agreement”). Orchard Supply Hardware Stores Corporation and its parents, affiliates and subsidiaries (“OSH” or the “Company”), and Thomas Carey (“Executive”), intending to be legally bound, and for good and valuable consideration, agree as follows:
Page PART I BASIC LEASE PROVISIONS 1 PART II 4 1. PREMISES 4 2. NO MERGER OF TITLE 4 3. TERM RENEWAL OPTION 4 4. USE 5 5. FIXED RENT AND ADDITIONAL RENT 6 6. NET LEASE; TRUE LEASE 6 7. CONDITION 7 8. LIENS 8 9. REPAIRS AND MAINTENANCE 8 10. COMPLIANCE...Lease • December 29th, 2011 • Orchard Supply Hardware Stores Corp • Retail-building materials, hardware, garden supply
NOW THEREFORE, in consideration of the covenants, agreements, representations and warranties set forth herein and other good and valuable consideration, the parties hereto hereby agree as follows:
FIRST AMENDMENT TO THIRD AMENDED AND RESTATED SENIOR SECURED CREDIT AGREEMENTSenior Secured Credit Agreement • February 15th, 2013 • Orchard Supply Hardware Stores Corp • Retail-building materials, hardware, garden supply • New York
This THIRD AMENDED AND RESTATED SENIOR SECURED CREDIT AGREEMENT, dated as of October 17, 2012 (as it may be amended or modified from time to time, this “Agreement”), among ORCHARD SUPPLY HARDWARE LLC, a Delaware limited liability company (“Borrower”), ORCHARD SUPPLY HARDWARE STORES CORPORATION, a Delaware corporation (“Holdings”), those certain Subsidiaries of the Borrower who subsequently become parties hereto (together with Holdings, collectively, the “Loan Guarantors”), the Lenders party hereto, WELLS FARGO BANK, NATIONAL ASSOCIATION, as ABL Administrative Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as collateral agent for the Lenders (in such capacity, the “Collateral Agent”), BANK OF AMERICA, N.A., as Syndication Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as supplemental term agent for the Supplemental Term Lenders (in such capacity, the “Supplemental Term Agent”), amends and restates in its entirety the Second Amended and Restated Senior Secured Credit Agreement dated as o
EMPLOYMENT AGREEMENTEmployment Agreement • September 9th, 2011 • Orchard Supply Hardware Stores Corp • Retail-building materials, hardware, garden supply • Delaware
EMPLOYMENT AGREEMENT (the “Agreement”), dated as of November 23, 2005, between Orchard Supply Hardware, LLC, a Delaware limited liability company (the “Company”), Orchard Supply Hardware Stores Corporation, a Delaware corporation (“Holdings”), and Robert Lynch (“Executive”).
TAX SHARING AGREEMENTTax Sharing Agreement • June 23rd, 2011 • Orchard Supply Hardware Stores Corp • Retail-building materials, hardware, garden supply • New York
This Tax Sharing Agreement (the “Agreement”), dated as of this 23rd day of November, 2005, is by and among Sears Holdings Corporation, a Delaware corporation (“Sears Holdings”), and Orchard Supply Hardware Stores Corporation, a Delaware corporation (“Orchard Holdings”), and all of its direct and indirect Subsidiaries (Orchard Holdings and its Subsidiaries shall be collectively referred to herein as the “Orchard Companies”).
AMENDMENT NO. 2 TO LEASELease • December 29th, 2011 • Orchard Supply Hardware Stores Corp • Retail-building materials, hardware, garden supply
THIS AMENDMENT NO. 2 TO LEASE dated as of December 27, 2011 (this “Amendment”) is by and among OSH PROPERTIES LLC, a Delaware limited liability company (the “Landlord”) and ORCHARD SUPPLY HARDWARE LLC, a Delaware limited liability company (the “Tenant”) and is acknowledged and agreed to by those parties referenced on the signature pages hereto. Capitalized terms used but not otherwise defined in or pursuant to this Amendment shall have the meanings set forth in Appendix A to the Lease (hereinafter defined).
ASSET PURCHASE AGREEMENT Dated as of June 17, 2013 By and Among Orchard Supply Company, LLC as Purchaser, and Orchard Supply Hardware Stores Corporation as Seller and Orchard Supply Hardware LLC and OSH Properties LLC as Company SubsidiariesAsset Purchase Agreement • June 17th, 2013 • Orchard Supply Hardware Stores Corp • Retail-building materials, hardware, garden supply • New York
This Asset Purchase Agreement (this “Agreement”), dated as of June 17, 2013 (the “Agreement Date”), by and among Orchard Supply Company, LLC, a Delaware limited liability company (“Purchaser”) and one or more other persons designated by the Purchaser (collectively, the “Purchaser Designees”), and Orchard Supply Hardware Stores Corporation, a Delaware corporation (the “Company”), Orchard Supply Hardware LLC, a Delaware limited liability company and OSH Properties LLC (each a “Company Subsidiary” and collectively, the “Company Subsidiaries”, and, together with the Company, each a “Seller” and collectively, the “Sellers”). Purchaser and the Sellers are collectively referred to herein as the “Parties” and individually as a “Party”. For the purposes of this Agreement, capitalized terms used herein shall have the meanings set forth herein or in Article X.
SENIOR SECURED TERM LOAN AGREEMENT by and among ORCHARD SUPPLY HARDWARE LLC, as Borrower, and ORCHARD SUPPLY HARDWARE STORES CORPORATION, and certain other Subsidiaries of Orchard Supply Hardware Stores Corporation as Guarantors and THE LENDERS FROM...Senior Secured Term Loan Agreement • September 9th, 2011 • Orchard Supply Hardware Stores Corp • Retail-building materials, hardware, garden supply • New York
SENIOR SECURED TERM LOAN AGREEMENT, dated as of December 21, 2006 (as it may be amended or modified from time to time, this “Agreement”), among ORCHARD SUPPLY HARDWARE LLC (“Borrower”), ORCHARD SUPPLY HARDWARE STORES CORPORATION, a Delaware corporation (“Holdings”), those certain Subsidiaries of Holdings parties hereto (together with Holdings, collectively, the “Guarantors”), the Lenders party hereto, JPMORGAN CHASE BANK, N.A., as administrative agent for the Term Lenders (in such capacity, the “Term Administrative Agent”) and JPMORGAN CHASE BANK, N.A.„ as collateral agent for the Term Lenders (in such capacity, the “Collateral Agent”).
WAIVER AND AMENDMENT NO. 1Senior Secured Term Loan Agreement • October 31st, 2012 • Orchard Supply Hardware Stores Corp • Retail-building materials, hardware, garden supply • New York
This WAIVER AND AMENDMENT NO. 1, dated as of October 26, 2012 (this “Waiver and Amendment”), to the Amended and Restated Senior Secured Term Loan Agreement, dated as of December 22, 2011 (as further amended, supplemented, restated or otherwise modified from time to time, the “Credit Agreement”), by and among Orchard Supply Hardware LLC, a Delaware limited liability company (“Borrower”), Orchard Supply Hardware Stores Corporation, a Delaware corporation, the other Guarantors party thereto, the Lenders party thereto from time to time, JPMorgan Chase Bank, N.A. as Term Administrative Agent (the “Administrative Agent”), as Collateral Agent, and as Sole Bookrunning Manager and Sole Lead Arranger. Capitalized terms used herein not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement.
SEVERANCE AGREEMENT AND GENERAL RELEASESeverance Agreement • January 31st, 2012 • Orchard Supply Hardware Stores Corp • Retail-building materials, hardware, garden supply • California
This Severance Agreement and Release (this “Agreement”) is made and entered into between the undersigned Thomas Carey (referred to herein as “you” or “your”) and Orchard Supply Hardware LLC (“Orchard” or the “Company”)
AMENDMENT NO. 2 TO LOAN AGREEMENTLoan Agreement • December 29th, 2011 • Orchard Supply Hardware Stores Corp • Retail-building materials, hardware, garden supply
THIS AMENDMENT NO. 2 LOAN AGREEMENT dated as of December 27, 2011 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Amendment”) is by and among OSH PROPERTIES LLC, a Delaware limited liability company (the “Company”), those lenders which are signatories hereto (the “Signing Lenders”), WELLS FARGO BANK, N.A., a national banking association, as administrative agent for Lenders hereunder (in such capacity, the “Administrative Agent”) and is acknowledged and agreed to by each of the entities referenced on the signature pages hereto as Guarantor. Capitalized terms used herein but not otherwise defined herein shall have the meanings set forth in or otherwise referenced pursuant to the Loan Agreement.
SEVERANCE AGREEMENT AND GENERAL RELEASESeverance Agreement • December 21st, 2012 • Orchard Supply Hardware Stores Corp • Retail-building materials, hardware, garden supply • California
This Severance Agreement and Release (this “Agreement”) is made and entered into between the undersigned Stephen W. Olsen (referred to herein as “you” or “your”) and Orchard Supply Hardware Stores Corporation (“Orchard” or the “Company”).
ContractSenior Secured Term Loan Agreement • September 9th, 2011 • Orchard Supply Hardware Stores Corp • Retail-building materials, hardware, garden supply • New York
AMENDMENT NO. 1, dated as of January 28, 2011 (this “Amendment), to the Senior Secured Term Loan Agreement, dated as of December 21, 2006 (the “Credit Agreement”), among ORCHARD SUPPLY HARDWARE LLC (“Borrower”), ORCHARD SUPPLY HARDWARE STORES CORPORATION, a Delaware corporation (“Holdings”), those certain Subsidiaries of Holdings parties hereto (together with Holdings, collectively, the “Guarantors”), the Term Lenders party hereto, JPMORGAN CHASE BANK, N.A., as administrative agent for the Term Lenders (in such capacity, the “Term Administrative Agent”) and JPMORGAN CHASE BANK, N.A., as collateral agent for the Term Lenders (in such capacity, the “Collateral Agent”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.
SINGLE-TENANT COMMERCIAL/INDUSTRIAL LEASE (NNN) 2650 N. MacArthur Drive, Tracy, California LANDLORD: LBA RIV-COMPANY XVII, LLC, a Delaware limited liability company TENANT: ORCHARD SUPPLY HARDWARE LLC, a Delaware limited liability companyCommercial Lease • November 17th, 2011 • Orchard Supply Hardware Stores Corp • Retail-building materials, hardware, garden supply • Delaware
THIS LEASE, entered into as of this 28th day of October, 2011 for reference purposes, is by and between LBA RIV-COMPANY XVII, LLC, a Delaware limited liability company, hereinafter referred to as “Landlord,” and ORCHARD SUPPLY HARDWARE LLC, a Delaware limited liability company, hereinafter referred to as “Tenant.”
