Amendment No. 2 to Amended and Restated Merchandising Agreement

Exhibit 10.2

Amendment No. 2 to Amended and Restated Merchandising Agreement

This Amendment No. 2 (“Amendment”), dated as of July 10, 2017, is entered into by and between (1) Sears, Xxxxxxx 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 (“SHOS”), Sears Authorized Hometown Stores, LLC, a Delaware limited liability company (“XXXX”) and Sears Outlet Stores, L.L.C., a Delaware limited liability company (“Outlet Co.” and, together with SHOS and XXXX, “Buyer”), to further amend the Amended and Restated Merchandising Agreement, retroactive to May 1, 2016, as amended by the Amendment to Amended and Restated Merchandising Agreement, dated as of March 8, 2017, by and between Seller, SHC and Buyer (the “Agreement”). SHC, Seller and SHO are hereinafter referred to individually as a “Party” and collectively as the “Parties.” Defined terms used herein but not otherwise defined shall have the meanings ascribed to them in the Agreement.

WHEREAS, the Parties desire to amend the Agreement to clarify certain terms as provided therein.

NOW THEREFORE, in consideration of the above premises and the mutual covenants herein, the Parties agree as follows:

1. Amendments. The Agreement shall be amended to add at the end of Section 19 of the Agreement the following:

“Seller and any of its Affiliates may, at any time after the closing of a Sears Store, open, own or operate one or more new stores in the trade area of the closed Sears Store (each a “Replacement Store”), free of the restrictions, if any, in Section 9(c)(i)(A) and Section 9(c)(i)(B) (but subject to the next sentence). Seller and its Affiliates may not open, own or operate a store that is substantially similar to a Sears Outlet Store format as of June 20, 2017. SHO acknowledges and agrees that the store located at 0000 X Xxxxxxx Xxx, Xxxx Xxxxxxx, Xxxxxxxx constitutes a Replacement Store.

2. No Other Amendments. Except as expressly amended herein, the Agreement shall continue in full force and effect, in accordance with its terms, without any waiver, amendment or other modification of any provision thereof, including the Parties’ choice of law (pursuant to Section 22(t) of the Agreement) which also applies to this Amendment.

Signature Page Follows

Exhibit 10.2

IN WITNESS WHEREOF, the Parties have duly executed this Amendment No. 2 to the Amended and Restated Merchandising Agreement as of the date first written above.

SEARS, XXXXXXX AND CO.
By:	/s/ XXXXXX X. XXXXXX
	Senior Vice President-Finance
KMART CORPORATION
By:	/s/ XXXXXX X. XXXXXX
	Senior Vice President-Finance
SEARS HOLDINGS CORPORATION
By:	s/ XXXXXX X. XXXXXX
	Senior Vice President-Finance
SEARS HOMETOWN AND OUTLET STORES, INC.
By:	/s/ XXXX XXXXXX
	Chief Executive Officer and President
SEARS AUTHORIZED HOMETOWN STORES, LLC
By:	/s/ XXXX XXXXXX
	President
SEARS OUTLET STORES, L.L.C.
By:	/s/ XXXX XXXXXX
	President