0001047469-06-003414 Sample Contracts

FIRST AMENDMENT
Credit Agreement • March 15th, 2006 • Sears Holdings Corp • Retail-department stores • New York

FIRST AMENDMENT, dated as of November 4, 2005 (this "Amendment"), to the CREDIT AGREEMENT, dated as of February 22, 2005 (the "Credit Agreement"), among SEARS HOLDINGS CORPORATION ("Holdings"), SEARS ROEBUCK ACCEPTANCE CORP. ("SRAC"), KMART CORPORATION ("Kmart Corp."; together with SRAC, the "Borrowers"), the Lenders party thereto, certain other parties, and JPMORGAN CHASE BANK, N.A., as administrative agent (the "Agent") for the Lenders.

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