0001193125-11-349574 Sample Contracts

EXECUTIVE SEVERANCE AGREEMENT
Executive Severance Agreement • December 22nd, 2011 • Orchard Supply Hardware Stores Corp • Retail-building materials, hardware, garden supply • California

By this Executive Severance Agreement dated and effective as of December 19, 2011 (“Agreement”), Orchard Supply Hardware Stores Corporation and its parents, affiliates and subsidiaries (“OSH” or the “Company”) and Chris Newman (“Executive”), intending to be legally bound, and for good and valuable consideration, agree as follows:

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DISTRIBUTION AGREEMENT By and Between SEARS HOLDINGS CORPORATION and ORCHARD SUPPLY HARDWARE STORES CORPORATION Dated as of December 19, 2011
Distribution Agreement • December 22nd, 2011 • Orchard Supply Hardware Stores Corp • Retail-building materials, hardware, garden supply • Delaware

DISTRIBUTION AGREEMENT dated as of December 19, 2011, by and between SEARS HOLDINGS CORPORATION, a Delaware corporation (“SHLD”), and ORCHARD SUPPLY HARDWARE STORES CORPORATION, a Delaware corporation (“OSH”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I hereof.

AMENDMENT NO. 1 TO LOAN AGREEMENT
Loan Agreement • December 22nd, 2011 • Orchard Supply Hardware Stores Corp • Retail-building materials, hardware, garden supply

THIS AMENDMENT NO. 1 LOAN AGREEMENT dated as of December 19, 2011 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Amendment”) is by and among OSH PROPERTIES LLC, a Delaware limited liability company (the “Company”), each Lender referenced on the signature pages hereto, WELLS FARGO BANK, N.A., a national banking association, as administrative agent for Lenders hereunder (in such capacity, the “Administrative Agent”) and is acknowledged and agreed to by each of the entities referenced on the signature pages hereto as Guarantor. Capitalized terms used herein but not otherwise defined herein shall have the meanings set forth in or otherwise referenced pursuant to the Loan Agreement.

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