MERCHANDISING AGREEMENT BETWEEN SEARS, ROEBUCK AND CO., KMART CORPORATION, AND SEARS HOLDINGS CORPORATION AND SEARS HOMETOWN AND OUTLET STORES, INC., SEARS AUTHORIZED HOMETOWN STORES, LLC, AND SEARS OUTLET STORES, L.L.C., August 8, 2012Merchandising Agreement • August 23rd, 2012 • Sears Hometown & Outlet Stores, Inc. • Retail-department stores • Illinois
This MERCHANDISING AGREEMENT (this “Agreement”) is between (1) SEARS, ROEBUCK AND CO., a New York corporation (“SRC”), KMART CORPORATION, a Michigan corporation (“Kmart” and together with SRC, “Seller”), and SEARS HOLDINGS CORPORATION, a Delaware corporation (“SHC”), and (2) SEARS HOMETOWN AND OUTLET STORES, INC., a Delaware corporation (“SHO”), SEARS AUTHORIZED HOMETOWN STORES, LLC, a Delaware limited liability company (SAHS”), and SEARS OUTLET STORES, L.L.C., a Delaware limited liability company (“Outlet Co.” and together with SHO and SAHS, “Buyer”). Other capitalized terms used but not defined in this Agreement are defined in Section 20, which begins on page 29.
EMPLOYEE TRANSITION AND ADMINISTRATIVE SERVICES AGREEMENTEmployee Transition and Administrative Services Agreement • August 23rd, 2012 • Sears Hometown & Outlet Stores, Inc. • Retail-department stores • Illinois
THIS EMPLOYEE TRANSITION AND ADMINISTRATIVE SERVICES AGREEMENT (this “Agreement”), dated as of August 22, 2012, is made by and between Sears, Roebuck and Co. (hereinafter “Service Provider” or “SRC”), Sears Hometown and Outlet Stores, Inc. (“SHO Parent”), Sears Authorized Hometown Stores, LLC (“Hometown”), Sears Outlet Stores, L.L.C. (“Outlet” and together with SHO Parent and Hometown, collectively “SHO”).
