FORM OF 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 [Distribution Date], 201[1]Stockholders’ Agreement • December 5th, 2011 • Orchard Supply Hardware Stores Corp • Retail-building materials, hardware, garden supply • Delaware
THIS SECOND AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT (this “Agreement”), dated as of [Distribution Date], 201[1], 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”).
FORM OF DISTRIBUTION AGREEMENT By and Between SEARS HOLDINGS CORPORATION and ORCHARD SUPPLY HARDWARE STORES CORPORATION Dated as of [ ], 2011Distribution Agreement • December 5th, 2011 • Orchard Supply Hardware Stores Corp • Retail-building materials, hardware, garden supply • Delaware
DISTRIBUTION AGREEMENT dated as of [ ], 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.
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.
