AMENDMENT NO. 1 TOConsent, Waiver and Amendment • August 24th, 2017 • Sears Holdings Corp • Retail-department stores • New York
This AMENDMENT NO. 1 TO CONSENT, WAIVER AND AMENDMENT (the “Amendment”), dated as of June 29, 2017, is entered into by and among the undersigned in connection with that certain Consent, Waiver and Amendment, dated as of March 8, 2017 (as amended, supplemented or otherwise modified from time to time, the “Consent”), and that certain Pension Plan Protection and Forbearance Agreement, dated as of March 18, 2016 (as amended, supplemented or otherwise modified from time to time, the “PPPFA”), in each case by and among Sears Holdings Corporation, a Delaware corporation (the “Company”), certain Subsidiaries (as defined in the PPPFA) of the Company party thereto (together with the Company, the “Sears Parties”) and Pension Benefit Guaranty Corporation (“PBGC”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Consent.
AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • August 24th, 2017 • Sears Holdings Corp • Retail-department stores • New York
This Amendment (this “Amendment”), dated as of July 3 and effective July 7, 2017, by and between JPP, LLC and JPP II, LLC, each a Delaware limited liability company (together “JPP”) and CASCADE INVESTMENT, L.L.C., a Washington limited liability company (“Cascade”, and together with JPP, the “Initial Lenders”), and SEARS, ROEBUCK AND CO., SEARS DEVELOPMENT CO., INNOVEL SOLUTIONS, INC. (“Innovel”), BIG BEAVER OF FLORIDA DEVELOPMENT, LLC (“BBOFD”) and KMART CORPORATION, collectively as borrower (individually or collectively, as the context may require, jointly and severally, together with their respective permitted successors and assigns, “Borrower”), amends that certain Amended Restated Loan Agreement, dated as of May 22, 2017 (the “Loan Agreement”; all capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Loan Agreement).
SPECIAL INCENTIVE AWARD AGREEMENTSpecial Incentive Award Agreement • August 24th, 2017 • Sears Holdings Corp • Retail-department stores • Illinois
This Special Incentive Award Agreement (“Agreement”) is made as of June 8, 2017 “Effective Date”) between Sean Skelley (“Executive”) and Sears Holdings Corporation and its affiliates and subsidiaries (“Sears”) (collectively referred to as the “Parties”).
SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • August 24th, 2017 • Sears Holdings Corp • Retail-department stores • New York
This SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT is entered into as of this 28th day of July 2017 (this “Amendment”), by and between Sears Holdings Corporation, a Delaware corporation (“Seller”), and Stanley Black & Decker, Inc., a Connecticut corporation (“Purchaser”). Seller and Purchaser are herein referred to individually as a “Party” and, collectively, as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the PSA (as defined below).
