0001310067-18-000006 Sample Contracts

TERM INCREASE AMENDMENT NO. 1 TO THE TERM LOAN CREDIT AGREEMENT
Term Loan Credit Agreement • March 23rd, 2018 • Sears Holdings Corp • Retail-department stores • New York

TERM INCREASE AMENDMENT NO. 1 TO THE TERM LOAN CREDIT AGREEMENT dated as of January 19, 2018 (this “Term Increase Amendment”), by and among SEARS HOLDINGS CORPORATION, a Delaware Corporation (the “Holdings”), SEARS ROEBUCK ACCEPTANCE CORP., a Delaware corporation and KMART CORPORATION, a Michigan corporation (together, the “Borrowers”), JPP, LLC, as administrative agent and collateral administrator (the “Agent”) under the Credit Agreement (as defined below), each TERM INCREASE LENDER (as defined below), each Required Lender party hereto and each of the other LOAN PARTIES party hereto.

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SPECIAL RETENTION AWARD AGREEMENT
Special Retention Award Agreement • March 23rd, 2018 • Sears Holdings Corp • Retail-department stores • Illinois

Subject to approval by the Compensation Committee of the Board of Directions (the “Committee”) of Sears Holdings Corporation (the “Company”), this Special Retention Award Agreement (“Agreement”) is made as of January 8, 2018 (“Effective Date”) between Leena Munjal (“Executive”) and Sears Holdings Corporation and its affiliates and subsidiaries (“Sears”) (collectively referred to as the “Parties”).

FOURTH AMENDMENT TO TERM LOAN CREDIT AGREEMENT
Term Loan Credit Agreement • March 23rd, 2018 • Sears Holdings Corp • Retail-department stores • New York

FOURTH AMENDMENT TO TERM LOAN CREDIT AGREEMENT (this “Amendment”) dated as of February 26, 2018 (the “Fourth Amendment Effective Date”), among

FOURTH AMENDMENT TO LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT
Credit and Reimbursement Agreement • March 23rd, 2018 • Sears Holdings Corp • Retail-department stores • New York

WHEREAS, Holdings, the Borrowers, the L/C Lenders party thereto, the Agent and the Issuing Bank, are party to that certain Letter of Credit and Reimbursement Agreement (as amended pursuant to that certain First Amendment to Letter of Credit and Reimbursement Agreement dated as of March 2, 2017, that certain Second Amendment to Letter of Credit and Reimbursement Agreement dated as of August 1, 2017 and that certain Third Amendment to Letter of Credit and Reimbursement Agreement dated as of August 9, 2017, the “Existing LC Facility Agreement”; the Existing LC Facility Agreement as amended hereby, the “Amended LC Facility Agreement”); and

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