FIVE-YEAR CREDIT AGREEMENT Dated as of February 22, 2005 Among SEARS HOLDINGS CORPORATION and SEARS ROEBUCK ACCEPTANCE CORP. and KMART CORPORATION, as Borrowers and THE INITIAL LENDERS NAMED HEREIN, as Initial Lenders and CITICORP USA, INC. and BANK...Credit Agreement • February 28th, 2005 • Sears Roebuck Acceptance Corp • Short-term business credit institutions • New York
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 (the "Initial Lenders") listed on the signature pages hereof, CITICORP USA, INC. and BANK OF AMERICA, N.A., as syndication agents, BARCLAYS BANK PLC, LEHMAN COMMERCIAL PAPER INC., HSBC BANK USA, MERRILL LYNCH BANK USA, MORGAN STANLEY BANK, THE ROYAL BANK OF SCOTLAND, PLC and WACHOVIA BANK NATIONAL ASSOCIATION, as documentation agents, J.P. MORGAN SECURITIES INC., CITIGROUP GLOBAL MARKETS INC. and BANC OF AMERICA SECURITIES LLC, as lead arrangers and joint bookrunners (the "Lead Arrangers"), and JPMORGAN CHASE BANK, N.A. ("JPMorgan Chase Bank"), as administrative agent (the "Agent") for the Lenders (as hereinafter defined), agree as follows:
