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.”
INTERCREDITOR AGREEMENT by and among BANK OF AMERICA, N.A., WELLS FARGO RETAIL FINANCE, LLC, and GENERAL ELECTRIC CAPITAL CORPORATION as ABL Agents, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Second Lien Agent Dated as of October 12, 2010Intercreditor Agreement • October 15th, 2010 • Sears Holdings Corp • Retail-department stores • New York
THIS 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 October 12, 2010 by and among BANK OF AMERICA, N.A. (“Bank of America”), in its capacity as administrative agent and co-collateral agent, WELLS FARGO RETAIL FINANCE, LLC, in its capacity as co-collateral agent, and GENERAL ELECTRIC CAPITAL CORPORATION, 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
6 5/8% Senior Secured Notes due 2018Indenture • October 15th, 2010 • Sears Holdings Corp • Retail-department stores • New York
INDENTURE, dated as of October 12, 2010, among SEARS HOLDINGS CORPORATION, a Delaware corporation (the “Issuer”), the Guarantors (as defined herein) listed on Schedule A hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, as trustee (the “Trustee”) and Collateral Agent (as defined herein).
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”).
REGISTRATION RIGHTS AGREEMENT by and among Sears Holdings Corporation and the Guarantors party hereto, Sears Holdings Corporation Investment Committee on behalf of the Sears Holdings Pension Plan and Sears Holdings Pension Trust Dated as of October...Registration 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”), the Sears Holdings Corporation Investment Committee on behalf of the Sears Holdings Pension Plan (“Committee”) and the Sears Holdings Pension Trust (the “Trust”), which serves as the primary funding medium for the Sears Holdings Pension Plan (collectively referred to herein as the “Plan”), who has agreed to purchase the Company’s 6 5/8% Senior Secured Notes due 2018 (the “Notes”) fully and unconditionally guaranteed by the Guarantors (the “Guarantees”) pursuant to the Purchase Agreement (as defined below). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities.”
