TERM LOAN CREDIT AGREEMENT Dated as of April 4, 2014 among LANDS’ END, INC., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent, and The Lenders Party Hereto BANK OF AMERICA, N.A., as Arranger and BookrunnerTerm Loan Credit Agreement • April 8th, 2014 • Lands End Inc • Retail-family clothing stores • New York
This TERM LOAN CREDIT AGREEMENT is entered into as of April 4, 2014, among LANDS’ END, INC., a Delaware corporation (the “Borrower”), each Person from time to time party hereto as a lender (collectively, the “Lenders” and individually, a “Lender”) and BANK OF AMERICA, N.A., as administrative agent and collateral agent.
MASTER SUBLEASE AGREEMENTMaster Sublease Agreement • April 8th, 2014 • Lands End Inc • Retail-family clothing stores
THIS MASTER SUBLEASE AGREEMENT (hereinafter “Sublease”) is made and entered into as of this 4th day of April, 2014, provided, however, that the parties agree that the terms and conditions herein are effective as of February 1, 2014 (the “Commencement Date”), by and between Sears, Roebuck and Co., a New York corporation, and Kmart Corporation, a Michigan corporation (as their interests may appear), each as a sublandlord (collectively, “Sublandlord”), and Lands’ End, Inc., a Delaware corporation as the subtenant (“Subtenant”).
GUARANTY AND SECURITY AGREEMENT by LANDS’ END, INC. as Domestic Borrower and THE OTHER GRANTORS PARTY HERETO FROM TIME TO TIME and BANK OF AMERICA, N.A., as Agent Dated as of April 4, 2014Guaranty and Security Agreement • April 8th, 2014 • Lands End Inc • Retail-family clothing stores • New York
GUARANTY AND SECURITY AGREEMENT dated as of April 4, 2014 (as amended, restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”) made by (i) LANDS’ END, INC., a Delaware corporation having an office at 1 Lands’ End Lane, Dodgeville, Wisconsin 53533 (the “Domestic Borrower”), and (ii) THE GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO (the “Original Guarantors”) AND THE OTHER GUARANTORS FROM TIME TO TIME PARTY HERETO BY EXECUTION OF A JOINDER AGREEMENT (the “Additional Guarantors,” and together with the Original Guarantors, the “Guarantors”), as pledgors, assignors and debtors (the Domestic Borrower, together with the Guarantors, in such capacities and together with any successors in such capacities, the “Grantors,” and each, a “Grantor”), in favor of BANK OF AMERICA, N.A., having an office at 100 Federal Street, 9th Floor, Boston, Massachusetts 02110, in its capacity as administrative agent and collateral agent for the C
BUYING AGENCY AGREEMENT Dated April 4, 2014 between LANDS’ END, INC. and SEARS HOLDINGS GLOBAL SOURCING, LTD.Buying Agency Agreement • April 8th, 2014 • Lands End Inc • Retail-family clothing stores • Illinois
This Buying Agency Agreement (“Agreement”) is entered between LANDS’ END, INC., a Delaware corporation (“LE”) and SEARS HOLDINGS GLOBAL SOURCING, LTD., a Hong Kong corporation (“SHGS”). SHGS and LE each are sometimes referred to as a “Party” and together sometimes are referred to as the “Parties.”
TRANSITION SERVICES AGREEMENT Between SEARS HOLDINGS MANAGEMENT CORPORATION And LANDS’ END, INC. April 4, 2014Transition Services Agreement • April 8th, 2014 • Lands End Inc • Retail-family clothing stores • Illinois
This Transition Services Agreement (this “Agreement” or “TSA”) is between Sears Holdings Management Corporation, a Delaware corporation (“SHMC”), and Lands’ End, Inc., a Delaware corporation (“LE”). SHMC and LE each are sometimes referred to as a “Party” and together sometimes are referred to as the “Parties.” Certain terms are defined where they are first used below, while others are defined in Appendix #1 (Glossary).
SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN SEARS HOLDINGS CORPORATION AND LANDS’ END, INC. DATED AS OF APRIL 4, 2014Separation and Distribution Agreement • April 8th, 2014 • Lands End Inc • Retail-family clothing stores • Illinois
This SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”) is made as of April 4, 2012, by and between Sears Holdings Corporation, a Delaware corporation (“SHC”), and Lands’ End, Inc., a Delaware corporation and, prior to the Distribution, an indirect wholly owned subsidiary of SHC (“LE”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.
RETAIL OPERATIONS AGREEMENTRetail Operations Agreement • April 8th, 2014 • Lands End Inc • Retail-family clothing stores • Illinois
This RETAIL OPERATIONS AGREEMENT (the “Agreement”) is entered into by Lands’ End, Inc., a Delaware corporation (“LE”) and Sears, Roebuck and Co., a New York corporation, (“SRC”). Certain terms are defined where they are first used below; while others are defined in Appendix #1 (Glossary). SRC and LE each are sometimes referred to herein as a “Party” and together sometimes are referred to as the “Parties.”
MASTER LEASE AGREEMENTMaster Lease Agreement • April 8th, 2014 • Lands End Inc • Retail-family clothing stores
THIS MASTER LEASE AGREEMENT (hereinafter “Lease”) is made and entered into as of this 4th day of April, 2014, provided, however, that the parties agree that the terms and conditions herein are effective as of February 1, 2014 (the “Commencement Date”), by and between Sears, Roebuck and Co., a New York corporation, as landlord (“Landlord”), and Lands’ End, Inc., a Delaware corporation as the tenant (“Tenant”).
ContractFinancial Services Agreement • April 8th, 2014 • Lands End Inc • Retail-family clothing stores • Illinois
This FINANCIAL SERVICES AGREEMENT (the “Agreement”) is entered into by and between LANDS’ END, INC., a Delaware corporation (“LE”), and SEARS HOLDINGS MANAGEMENT CORPORATION, a Delaware corporation (“SHMC”), as of April 4, 2014 (the “Effective Date”). SHMC and LE each are sometimes referred to as a “Party” and together sometimes are referred to as the “Parties.”
Shop Your Way Retail Establishment Agreement Between Sears Holdings Management Corporation And Lands’ End, Inc. April 4, 2014Shop Your Way Retail Establishment Agreement • April 8th, 2014 • Lands End Inc • Retail-family clothing stores • Illinois
This Shop Your Way Retail Establishment Agreement (this “Agreement”) is between Sears Holdings Management Corporation (“SHMC”) and Lands’ End, Inc. (“LE”) is effective as of (the “Effective Date”). Each party to this Agreement is sometimes referred to herein as a “Party” and collectively as the “Parties.”
TAX SHARING AGREEMENTTax Sharing Agreement • April 8th, 2014 • Lands End Inc • Retail-family clothing stores • Illinois
This Tax Sharing Agreement (the “Agreement”), dated as of April 4, 2014, is by and among Sears Holdings Corporation, a Delaware corporation (“SHC”), and Lands’ End, Inc., a Delaware corporation (“LE”), and all of its direct and indirect Subsidiaries (LE and its present and future Subsidiaries shall be collectively referred to herein as the “LE Entities”).
TERM LOAN GUARANTY AND SECURITY AGREEMENT by LANDS’ END, INC. as Borrower and THE OTHER GRANTORS PARTY HERETO FROM TIME TO TIME and BANK OF AMERICA, N.A., as Agent Dated as of April 4, 2014Term Loan Guaranty and Security Agreement • April 8th, 2014 • Lands End Inc • Retail-family clothing stores • New York
TERM LOAN GUARANTY AND SECURITY AGREEMENT dated as of April 4, 2014 (as amended, restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”) made by (i) LANDS’ END, INC., a Delaware corporation having an office at 1 Lands’ End Lane, Dodgeville, Wisconsin 53533 (the “Borrower”), and (ii) THE GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO (the “Original Guarantors”) AND THE OTHER GUARANTORS FROM TIME TO TIME PARTY HERETO BY EXECUTION OF A JOINDER AGREEMENT (the “Additional Guarantors,” and together with the Original Guarantors, the “Guarantors”), as pledgors, assignors and debtors (the Borrower, together with the Guarantors, in such capacities, and together with any successors in such capacities, the “Grantors,” and each, a “Grantor”), in favor of BANK OF AMERICA, N.A., having an office at Mail Code: NC1-002-15-36, Bank of America Plaza, 101 S. Tryon Street, Charlotte, North Carolina 28255-0001, in its capacity as administra
ABL CREDIT AGREEMENT Dated as of April 4, 2014 among LANDS’ END, INC., as the Domestic Borrower LANDS’ END EUROPE LIMITED, as the UK Borrower BANK OF AMERICA, N.A. as Administrative Agent and Collateral Agent and The Other Lenders Party Hereto BANK OF...Abl Credit Agreement • April 8th, 2014 • Lands End Inc • Retail-family clothing stores • New York
Sears Holdings Corporation, a Delaware corporation (“SHC”) will, immediately prior to the effectiveness of this Agreement, consummate the Separation (as defined below) pursuant to which the Domestic Borrower will become an independent publicly traded company and the Domestic Borrower and its Subsidiaries will no longer be Subsidiaries of SHC.
