FOURTH AMENDMENT TO SECOND LIEN CREDIT AGREEMENTJoinder Agreement • March 23rd, 2018 • Sears Holdings Corp • Retail-department stores • New York
SECOND LIEN CREDIT AGREEMENT (this “Agreement”) dated as of September 1, 2016, as amended on July 7, 2017 (the “First Amendment Effective Date”), as further amended on January 9, 2018, as further amended on February 7, 2018 and as further amended on March 20, 2018, among SEARS HOLDINGS CORPORATION, a Delaware corporation (“Holdings”), SEARS ROEBUCK ACCEPTANCE CORP., a Delaware corporation (“SRAC”), KMART CORPORATION, a Michigan corporation (“Kmart Corp.”), the guarantors listed on the signature pages hereto or pursuant to any joinder hereto as provided in Sections 6.01(i) and 10.08, the banks, financial institutions and other institutional lenders listed on the signature pages hereof or pursuant to any joinder hereto as provided in Section 10.10 or through an assignment as provided in Section 9.07 hereof as Lenders, and JPP, LLC, a Delaware limited liability company, as administrative agent and collateral administrator (the “Agent”).
SEARS HOLDINGS CORPORATION, THE GUARANTORS PARTY HERETO and COMPUTERSHARE TRUST COMPANY, N.A., as Trustee INDENTURE Dated as of March 20, 2018 65/8% Senior Secured Convertible PIK Toggle Notes due 2019Sears Holdings Corp • March 23rd, 2018 • Retail-department stores • New York
INDENTURE, dated as of March 20, 2018, among SEARS HOLDINGS CORPORATION, a Delaware corporation (the “Issuer”), the Guarantors (as defined herein) listed on Schedule A hereto and COMPUTERSHARE TRUST COMPANY, N.A., as trustee (the “Trustee”).
SECOND AMENDED AND RESTATED INTERCREDITOR AGREEMENT by and among BANK OF AMERICA, N.A. and WELLS FARGO BANK, NATIONAL ASSOCIATION, as ABL Agents, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Second Lien Agent Dated as of March 20, 2018Intercreditor Agreement • March 23rd, 2018 • Sears Holdings Corp • Retail-department stores • New York
THIS SECOND AMENDED AND RESTATED INTERCREDITOR AGREEMENT (as amended, supplemented, restated or otherwise modified from time to time pursuant to the terms hereof, this “Agreement”) is entered into as of March 20, 2018 by and among BANK OF AMERICA, N.A., in its capacity as administrative agent and co-collateral agent and WELLS FARGO BANK, NATIONAL ASSOCIATION, as successor to WELLS FARGO RETAIL FINANCE, LLC, in its capacity as co-collateral agent (together with their respective successors and assigns in such capacities, the “ABL Agents”), for (i) the financial institutions party from time to time to the ABL Credit Agreement referred to below (such financial institutions, together with their respective successors, assigns and transferees, the “ABL Lenders”) and (ii) any ABL Bank Product Affiliates and ABL Cash Management Affiliates (each as defined below) (such ABL Bank Product Affiliates and ABL Cash Management Affiliates, together with the ABL Agents and the ABL Lenders, the “ABL Secur
FIFTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • March 23rd, 2018 • Sears Holdings Corp • Retail-department stores • New York
WHEREAS, Holdings, the Borrowers, the Lenders party thereto, the Co-Collateral Agents party thereto, and the Agent, among others, are party to that certain Third Amended and Restated Credit Agreement, dated as of July 21, 2015, as amended pursuant to that certain First Amendment to Third Amended and Restated Credit Agreement, dated as of April 8, 2016, that certain Second Amendment to Third Amended and Restated Credit Agreement, dated as of February 10, 2017, that certain Third Amendment to Third Amended and Restated Credit Agreement, dated as of December 12, 2017, and that certain Fourth Amendment to Third Amended and Restated Credit Agreement, dated as of February 7, 2018 (the “Existing Credit Agreement”; the Existing Credit Agreement as amended hereby, the “Amended Credit Agreement”);
FIFTH SUPPLEMENTAL INDENTUREFifth Supplemental Indenture • March 23rd, 2018 • Sears Holdings Corp • Retail-department stores • New York
This FIFTH SUPPLEMENTAL INDENTURE, dated as of March 20, 2018 (this “Supplemental Indenture”), is entered into by and among Sears Holdings Corporation (the “Company”), the Guarantors (as defined in the Indenture), and Wilmington Trust, National Association, as successor Trustee and Collateral Agent (the “Trustee”).
SEARS HOLDINGS CORPORATION and COMPUTERSHARE TRUST COMPANY, N.A., as Trustee SECOND SUPPLEMENTAL INDENTURE Dated as of March 20, 2018 8% SENIOR UNSECURED CONVERTIBLE PIK TOGGLE NOTES DUE 2019Indenture • March 23rd, 2018 • Sears Holdings Corp • Retail-department stores • New York
SECOND SUPPLEMENTAL INDENTURE, dated as of March 20, 2018 (this “Supplemental Indenture”), by and between Sears Holdings Corporation, a Delaware corporation (the “Issuer”), as obligor, and Computershare Trust Company, N.A., as trustee (the “Trustee”).
AMENDED AND RESTATED SECURITY AGREEMENT among SEARS HOLDINGS CORPORATION, and certain of its Subsidiaries, as Grantors and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Collateral Agent Dated as of March 20, 2018Security Agreement • March 23rd, 2018 • Sears Holdings Corp • Retail-department stores • New York
THIS AMENDED AND RESTATED SECURITY AGREEMENT, dated as of March 20, 2018 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”), is made by SEARS HOLDINGS CORPORATION, a Delaware corporation (the “Issuer”), and the subsidiaries of the Issuer from time to time party hereto (the “Subsidiary Obligors” and, together with the Issuer, the “Grantors”), in favor of WILMINGTON TRUST, NATIONAL ASSOCIATION, in its capacity as collateral agent (in such capacity and, together with any successors and assigns, the “Collateral Agent”).
