UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 25, 2017

 

 

SEARS HOLDINGS CORPORATION

(Exact name of registrant as specified in charter)

 

 

 

Delaware   000-51217, 001-36693   20-1920798

(State or Other Jurisdiction

of Incorporation)

  (Commission File Number)  

(IRS Employer

Identification No.)

 

3333 Beverly Road

Hoffman Estates, Illinois

  60179
(Address of principal executive offices)   (Zip code)

Registrant’s telephone number, including area code: (847) 286-2500

(Former name or former address, if changed since last report): Not Applicable

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 

 


Item 1.01. Entry into a Material Definitive Agreement.

The information required by Item 1.01 is included in Item 2.03 below and is incorporated by reference herein.

 

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

As previously disclosed, on October 18, 2017, Sears Holdings Corporation (the “Company”), through Sears, Roebuck and Co., Kmart Stores of Illinois LLC, Kmart of Washington LLC, Kmart Corporation, SHC Desert Springs, LLC, Innovel Solutions, Inc., Sears Holdings Management Corporation, Maxserv, Inc., Troy Coolidge No. 13, LLC, Sears Development Co. and Big Beaver of Florida Development, LLC (collectively, “Borrowers”), entities wholly-owned and controlled, directly or indirectly by the Company, entered into a Second Amended and Restated Loan Agreement (the “Second Amended and Restated Loan Agreement”), which amended and restated its Amended and Restated Loan Agreement, dated as of October 4, 2017 (the “Amended and Restated Loan Agreement”), with JPP, LLC and JPP II, LLC (collectively, the “Lenders”). On October 4, 2017, pursuant to the Amended and Restated Loan Agreement, the Borrowers borrowed $100 million from the Lenders. The Amended and Restated Loan Agreement also provided that, subject to the satisfaction of certain conditions, up to an additional $100 million could be drawn by the Borrowers prior to December 1, 2017. On October 18, 2017, pursuant to the Second Amended and Restated Loan Agreement, the Borrowers drew $40 million of such additional $100 million from the Lenders.

On October 25, 2017, the Borrowers entered into an amendment (the “Amendment”) to the Second Amended and Restated Loan Agreement, pursuant to which the Borrowers drew the remaining $60 million. The $200 million aggregate loan made under the Second Amended and Restated Loan Agreement in October 2017 matures on the later of (1) April 23, 2018 and (2) the earlier of (x) the date the loans under the JPP/Cascade Loan Agreement (as defined below) are repaid in full and (y) the maturity date of the loans under the JPP/Cascade Loan Agreement (including any extensions thereof in accordance with the JPP/Cascade Loan Agreement). All other loans under the Second Amended and Restated Loan Agreement continue to mature on July 20, 2020.

After giving effect to the $200 million loan, the aggregate principal amount outstanding under the Second Amended and Restated Loan Agreement was $569.5 million. The $200 million loan has an annual interest rate of 11%, with accrued interest payable monthly, and no upfront or funding fees were paid. All of the loans under the Second Amended and Restated Loan Agreement are guaranteed by the Company and secured by a first lien on 76 real properties. The $200 million loan is also secured by a second lien on 16 real properties owned by the Borrowers.

In connection with the $60 million draw described above, certain of the Borrowers entered into a Second Amendment, dated as of October 25, 2017 (the “Second Amendment”), to the Amended and Restated Loan Agreement, dated as of May 22, 2017 (as previously amended July 3, 2017) (the “JPP/Cascade Loan Agreement”), with JPP, LLC, JPP II, LLC and Cascade Investments, L.L.C., to add a cross-default provision and make certain other changes.

Mr. Edward S. Lampert, the Company’s Chief Executive Officer and Chairman, is the sole stockholder, chief executive officer and director of ESL Investments, Inc., which controls JPP, LLC and JPP II, LLC.

The foregoing description of the Amendment and the Second Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is filed herewith as Exhibit 10.1 and is incorporated by reference herein and to the Second Amendment, a copy of which is filed herewith as Exhibit 10.2 and is incorporated by reference herein.

 

Item 9.01. Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit 10.1    Amendment to Second Amended and Restated Loan Agreement, dated as of October  25, 2017, among Sears Roebuck and Co., Kmart Stores of Illinois LLC, Kmart of Washington LLC, Kmart Corporation, SHC Desert Springs, LLC, Innovel Solutions, Inc., Sears Holdings Management Corporation, Maxserv, Inc., Troy Coolidge No.  13, LLC, Sears Development Co. and Big Beaver of Florida Development, LLC, collectively as borrower, and JPP, LLC and JPP II, LLC, collectively as initial lender.
Exhibit 10.2    Second Amendment to Amended and Restated Loan Agreement, dated as of October  25, 2017, among Sears Roebuck and Co., Sears Development Co., Innovel Solutions Inc., Big Beaver of Florida Development, LLC and Kmart Corporation, collectively as borrower, and JPP, LLC, JPP II, LLC and Cascade Investment, L.L.C. collectively as initial lenders.

 

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Private Securities Litigation Reform Act of 1995 –

Cautionary Statement Concerning Forward-Looking Statements

This Form 8-K contains forward-looking statements intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. Forward-looking statements are subject to risks and uncertainties that may cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. Such statements are based upon the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties. Factors that could cause actual results to differ from those set forth in the forward-looking statements include, but are not limited to, those discussed in this Form 8-K and those discussed in the Company’s most recent Annual Report on Form 10-K and other filings with the Securities and Exchange Commission. The Company intends the forward-looking statements to speak only as of the time made and does not undertake to update or revise them as more information becomes available, except as required by law.

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

SEARS HOLDINGS CORPORATION
By:  

/s/ Robert A. Riecker

  Robert A. Riecker
  Chief Financial Officer

Date: October 30, 2017

 

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Exhibit 10.1

AMENDMENT TO SECOND AMENDED AND RESTATED

LOAN AGREEMENT

This Amendment (this “ Amendment ”), dated as of October 25, 2017, by and between JPP, LLC and JPP II, LLC, each a Delaware limited liability company (together “ JPP ” or, the “ Lender ”), SEARS, ROEBUCK AND CO. (“ Sears ”), KMART STORES OF ILLINOIS LLC, KMART OF WASHINGTON LLC, KMART CORPORATION (“ KMART ”), SHC DESERT SPRINGS, LLC, INNOVEL SOLUTIONS, INC., SEARS HOLDINGS MANAGEMENT CORPORATION, MAXSERV, INC., TROY COOLIDGE NO. 13, LLC, SEARS DEVELOPMENT CO. and BIG BEAVER OF FLORIDA DEVELOPMENT, LLC, 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 Second Amended Restated Loan Agreement, dated as of October 18, 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).

WHEREAS, on October 18, 2017, Lender and Borrower entered into the Loan Agreement;

WHEREAS, Lender and Borrower desire to further amend the Loan Agreement.

NOW THEREFORE, in consideration of the mutual premises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby represent, warrant, covenant and agree as follows:

Section 1. Amendment of Loan Documents . Lender and Borrower hereby agree to amend the terms of the Loan Agreement as follows:

(a) The following definition is added to the definitions in the Agreement:

Cascade Loan Agreement ” means that certain Amended and Restated Loan Agreement, by and among Sears, Roebuck and Co., Sears Development Co., Innovel Solutions, Inc., Big Beaver of Florida Development, LLC and Kmart Corporation, as borrowers, Sears Holdings Corporation, as guarantor, and Lender and Cascade Investment, L.L.C., dated as of May 22, 2017, as amended by that certain Amendment to Amended and Restated Loan Agreement, dated as of July 3, 2017, and that certain Second Amendment to Amended and Restated Loan Agreement, dated as of October 25, 2017, as it may be further amended, restated or modified.”

(b) The definition of “Cascade Loan” is hereby deleted in its entirety and replaced with the following:

““ Cascade Loan ” means that certain loan made by Lender and Cascade Investments, L.L.C. to certain Borrowers pursuant to the Cascade Loan Agreement and secured by a first lien on the Secondary Properties.”

 

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(c) The definition of “Maturity Date” is hereby deleted in its entirety and replaced with the following:

““ Maturity Date ” means (i) with respect to Note Component A-1, July 20, 2020, or such earlier date as may result from acceleration of the Loan in accordance with this Agreement and (ii) with respect to Note Component A-2 and Note B, (A) the later of (1) April 23, 2018 (181 days following October 25, 2017), and (2) the earlier of (x) the date that the Cascade Loan is repaid in full, and (y) the “2018 Loan Maturity Date” (as defined in the Cascade Loan Agreement, including any extensions thereof in accordance with the terms of the Cascade Loan Agreement) or (B) such earlier date as may result from acceleration of the Loan in accordance with this Agreement.”

(b) Section 1.1(c) is hereby deleted in its entirety and replaced with the following:

“As of the date hereof, the Loan shall be secured by each of the Initial Properties. Upon making the Delayed Advance on October 25, 2017, the outstanding Indebtedness of Borrower under Note Component A-2 and Note B shall be further secured by each of the Secondary Properties. For the avoidance of doubt, any Lien on the Secondary Properties securing repayment of Note Component A-2 and Note B shall be subject and subordinate to the Liens securing the Cascade Loan.”

Section 2. Miscellaneous .

(a) All of the terms and conditions of the Loan Agreement are incorporated herein by reference with the same force and effect as if fully set forth herein. Except as expressly amended hereby, the Loan Agreement and each of the other Loan Documents remains in full force and effect in accordance with its terms.

(b) Borrower hereby represents and warrants that (i) Borrower has the power and authority to enter into this Amendment, to perform its obligations under the Loan Agreement as amended hereby, (ii) Borrower has by proper action duly authorized the execution and delivery of this Amendment by Borrower and (iii) this Amendment has been duly executed and delivered by Borrower and constitutes Borrower’s legal, valid and binding obligations, enforceable in accordance with its terms, subject to bankruptcy, insolvency and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

(c) This Amendment shall be governed by and construed and interpreted in accordance with the laws of the State of New York without regard to principles of conflicts of law.

(d) Borrower hereby (1) unconditionally ratifies and confirms, renews and reaffirms all of its obligations under the Loan Agreement and each of the other Loan Documents, (2) acknowledges and agrees that such obligations remain in full force and effect, binding on and enforceable against it in accordance with the terms, covenants and conditions of the Loan Agreement as amended hereby and the other Loan Documents, in each case, without impairment, and (3) represents, warrants and covenants that it is not in default under the Loan Agreement or

 

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any of the other Loan Documents beyond any applicable notice and cure periods, and there are no defenses, offsets or counterclaims against the Indebtedness.

(e) Sears Holdings Corporation hereby (1) unconditionally approves and consents to the execution by Borrower of this Amendment and the modifications to the Loan Documents effected thereby, (2) unconditionally ratifies, confirms, renews and reaffirms all of its obligations under the Guaranty and the Environmental Indemnity (collectively, the “ Guarantor Documents ”), (3) acknowledges and agrees that its obligations under the Guarantor Documents remain in full force and effect, and shall continue to remain in full force during each Extension Term, binding on and enforceable against it in accordance with the terms, covenants and conditions of such documents without impairment and reaffirms such obligations under the Guarantor Documents to guaranty the obligations of Borrower under the Loan Agreement and other Loan Documents, and (4) represents, warrants and covenants that (i) it is not in default under the Guaranty beyond any applicable notice and cure periods, (ii) there are no defenses, offsets or counterclaims against its obligations under the Guaranty and (iii) it has the power and authority to enter into this Amendment and has by proper action duly authorized its execution and delivery of this Amendment.

(f) Borrower shall reimburse Lender for all reasonable out-of-pocket fees and expenses of legal counsel incurred by Lender in connection with this Amendment.

(g) Borrower hereby acknowledges that Lender and Cascade Investment, L.L.C. have entered into that certain Subordination and Intercreditor Agreement (“Intercreditor Agreement”), dated as of the date hereof, by and among Lender, in its capacity as Senior Agent (as defined therein), Cascade Investment, L.L.C., in its capacity as Senior Lender (as defined therein), and Lender, in its capacity as Subordinated Lender (as defined therein) and any Lien on the Secondary Properties is subject to the Intercreditor Agreement.

(h) This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. Copies of originals, including copies delivered by facsimile, pdf or other electronic means, shall have the same import and effect as original counterparts and shall be valid, enforceable and binding for the purposes of this Amendment.

[Signatures appear on following page]

 

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Lender and Borrower are executing this Agreement as of the date first above written.

 

LENDER:  

JPP, LLC,

a Delaware limited liability company

By:  

/s/ Edward S. Lampert

  Name:   Edward S. Lampert
  Title:   Authorized Signatory
   

JPP II, LLC,

a Delaware limited liability company

   
By:  

/s/ Edward S. Lampert

  Name:   Edward S. Lampert
  Title:   Authorized Signatory

[Signatures continue on following page.]


BORROWER :

   

SEARS, ROEBUCK AND CO.,

a New York corporation

By:   /s/ Robert A. Riecker
  Name:   Robert A. Riecker
  Title:   Chief Financial Officer
   

KMART CORPORATION,

a Michigan corporation

By:   /s/ Robert A. Riecker
  Name:   Robert A. Riecker
  Title:   Chief Financial Officer
   

KMART STORES OF ILLINOIS LLC,

an Illinois limited liability company

   

By: Kmart Corporation, a Michigan corporation, as Sole Member

By:   /s/ Robert A. Riecker
  Name:   Robert A. Riecker
  Title:   Chief Financial Officer


KMART OF WASHINGTON LLC,
a Washington limited liability company
By: Kmart Corporation, a Michigan corporation, as
Sole Member
By:  

/s/ Robert A. Riecker

  Name: Robert A. Riecker
  Title: Chief Financial Officer
SHC DESERT SPRINGS, LLC,
a Delware limited liability company
By: Kmart Corporation, a Michigan corporation, as
Sole Member
By:  

/s/ Robert A. Riecker

  Name: Robert A. Riecker
  Title: Chief Financial Officer
INNOVEL SOLUTIONS, INC.,
a Delaware corporation
By:  

/s/ Robert A. Riecker

  Name: Robert A. Riecker
  Title: Vice President


SEARS HOLDINGS MANAGEMENT
CORPORATION,
a Delaware corporation
By:  

/s/ Robert A. Riecker

  Name: Robert A. Riecker
  Title: President
MAXSERV, INC.,
a Delaware corporation
By:  

/s/ Robert A. Riecker

  Name: Robert A. Riecker
  Title: Vice President
TROY COOLIDGE NO. 13, LLC,
a Michigan limited liability company
By: Kmart Corporation, a Michigan corporation, as
Sole Member
By:  

/s/ Robert A. Riecker

  Name: Robert A. Riecker
  Title: Chief Financial Officer


FROM AND AFTER THE FIRST DATE ON WHICH
    A DELAYED ADVANCE IS MADE:

BIG BEAVER OF FLORIDA DEVELOPMENT,

    LLC,

a Florida limited liability company
By: Kmart Corporation, a Michigan corporation, as Sole Member
By:    /s/ Robert A. Riecker                                    
         Name: Robert A. Riecker
         Title: Chief Financial Officer
SEARS DEVELOPMENT CO.,
a Delaware corporation
By:    /s/ Robert A. Riecker                                    
         Name: Robert A. Riecker
         Title: Vice President


GUARANTOR :

SEARS HOLDINGS CORPORATION,

    a Delaware corporation

By:   /s/ Robert A. Riecker
  Name:   Robert A. Riecker
  Title:   Chief Financial Officer

Exhibit 10.2

SECOND AMENDMENT TO AMENDED AND RESTATED

LOAN AGREEMENT

This Amendment (this “ Amendment ”), dated as of October 25, 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 (as amended by that certain Amendment to Amended and Restated Loan Agreement, dated as of July 3, 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).

WHEREAS, on May 22, 2017, Lender and Borrower entered into the Loan Agreement;

WHEREAS, on July 3, 2017, Lender and Borrower entered into that certain Amendment to Amended and Restated Loan Agreement;

WHEREAS, Lender and Borrower desire to further amend the Loan Agreement.

NOW THEREFORE, in consideration of the mutual premises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby represent, warrant, covenant and agree as follows:

Section 1. Amendment of Loan Documents . Lender and Borrower hereby agree to amend the terms of the Loan Agreement as follows:

(a) The following definition is hereby added to the Definitions section in the Loan Agreement.

ESL 2017 Real Estate Loan Agreement ” means that certain Second Amended and Restated Loan Agreement, dated as of October 18, 2017, by and among Sears, Roebuck and Co., Sears Development Co., Kmart Stores of Illinois LLC, Kmart of Washington LLC, Kmart Corporation, SHC Desert Springs, LLC, Innovel Solutions, Inc., Sears Holdings Management Corporation, Maxserv, Inc. and Troy Coolidge No. 13, LLC, as amended by Amendment No. 1 dated as of the date hereof, as it may be further amended, restated or modified.

(b) The definition of “ Permitted Encumbrances ” is hereby amended by adding the following as a new clause (xii):

 

  “(xii) the mortgages securing the Properties pursuant to the ESL 2017 Real Estate Loan Agreement.”

 

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(c) The following shall be added as a new clause (k) to Section 6.1:

“(k) Event of Default under ESL 2017 Real Estate Loan Agreement . An “Event of Default” (as defined in the ESL 2017 Real Estate Loan Agreement) shall have occurred and is continuing under the ESL 2017 Real Estate Loan Agreement (and for the avoidance of doubt there shall be no notice or cure period for any such Event of Default under this Section 6.1(k)). Notwithstanding anything to the contrary herein, an Event of Default under this Section 6.1(k) shall not continue for purposes of this Agreement if the underlying “Event of Default” (as defined in the ESL 2017 Real Estate Loan Agreement) has been cured or waived by the lenders under the ESL 2017 Real Estate Loan Agreement and no lenders under the 2017 Real Estate Loan Agreement are pursuing any remedies or enforcement actions with respect to such Event of Default or any other Event of Default thereunder.”

Section 2. Miscellaneous .

(a) All of the terms and conditions of the Loan Agreement are incorporated herein by reference with the same force and effect as if fully set forth herein. Except as expressly amended hereby, the Loan Agreement and each of the other Loan Documents remains in full force and effect in accordance with its terms.

(b) Borrower hereby represents and warrants that (i) Borrower has the power and authority to enter into this Amendment, to perform its obligations under the Loan Agreement as amended hereby, (ii) Borrower has by proper action duly authorized the execution and delivery of this Amendment by Borrower and (iii) this Amendment has been duly executed and delivered by Borrower and constitutes Borrower’s legal, valid and binding obligations, enforceable in accordance with its terms, subject to bankruptcy, insolvency and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

(c) This Amendment shall be governed by and construed and interpreted in accordance with the laws of the State of New York without regard to principles of conflicts of law.

(d) Borrower hereby (1) unconditionally ratifies and confirms, renews and reaffirms all of its obligations under the Loan Agreement and each of the other Loan Documents, (2) acknowledges and agrees that such obligations remain in full force and effect, binding on and enforceable against it in accordance with the terms, covenants and conditions of the Loan Agreement as amended hereby and the other Loan Documents, in each case, without impairment, and (3) represents, warrants and covenants that it is not in default under the Loan Agreement or any of the other Loan Documents beyond any applicable notice and cure periods, and there are no defenses, offsets or counterclaims against the Indebtedness.

(e) Sears Holdings Corporation hereby (1) unconditionally approves and consents to the execution by Borrower of this Amendment and the modifications to the Loan Documents effected thereby, (2) unconditionally ratifies, confirms, renews and reaffirms all of its obligations under the Guaranty and the Environmental Indemnity (collectively, the “ Guarantor Documents ”), (3) acknowledges and agrees that its obligations under the Guarantor Documents remain in full force and effect, and shall continue to remain in full force during each Extension

 

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Term, binding on and enforceable against it in accordance with the terms, covenants and conditions of such documents without impairment and reaffirms such obligations under the Guarantor Documents to guaranty the obligations of Borrower under the Loan Agreement and other Loan Documents, and (4) represents, warrants and covenants that (i) it is not in default under the Guaranty beyond any applicable notice and cure periods, (ii) there are no defenses, offsets or counterclaims against its obligations under the Guaranty and (iii) it has the power and authority to enter into this Amendment and has by proper action duly authorized its execution and delivery of this Amendment.

(f) Borrower shall reimburse Lender for all reasonable out-of-pocket fees and expenses of legal counsel incurred by Lender in connection with this Amendment.

(g) Borrower hereby acknowledges that JPP and Cascade have entered into that certain Subordination and Intercreditor Agreement, dated as of the date hereof, by and among JPP, in its capacity as Senior Agent (as defined therein), Cascade, in its capacity as Senior Lender (as defined therein), and JPP, in its capacity as Subordinated Lender (as defined therein).

(h) This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. Copies of originals, including copies delivered by facsimile, pdf or other electronic means, shall have the same import and effect as original counterparts and shall be valid, enforceable and binding for the purposes of this Amendment.

[Signatures appear on following page]

 

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IN WITNESS WHEREOF, for good and valuable consideration, the sufficiency of which is hereby acknowledged and agreed, the parties hereto have executed and delivered this Amendment as of the date first hereinabove set forth.

 

LENDER:  

JPP, LLC,

a Delaware limited liability company
By:   /s/ Edward S. Lampert
  Name:   Edward S. Lampert
  Title:   Authorized Signatory
   

JPP II, LLC,

a Delaware limited liability company
By:  

/s/ Edward S. Lampert

 

Name:

  Edward S. Lampert
  Title:   Authorized Signatory
   

 

CASCADE INVESTMENT, L.L.C.,
a Washington limited liability company
By:  

/s/ Justin Howell

  Name:   Justin Howell
  Title:   Authorized Signatory


BORROWER:
SEARS DEVELOPMENT CO.,
a Delaware Corporation
By:  

/s/ Robert A. Riecker

  Name:   Robert A. Riecker
  Title:   Authorized Signatory
   
SEARS, ROEBUCK AND CO.,
a New York corporation
By:  

/s/ Robert A. Riecker

  Name:   Robert A. Riecker
  Title:   Authorized Signatory
   
KMART CORPORATION,
a Michigan corporation
By:  

/s/ Robert A. Riecker

  Name:   Robert A. Riecker
  Title:   Authorized Signatory
   
INNOVEL SOLUTIONS, INC.,
a Delaware corporation
By:  

/s/ Robert A. Riecker

  Name:   Robert A. Riecker
  Title:   Authorized Signatory
BIG BEAVER OF FLORIDA DEVELOPMENT, LLC,
a Florida limited liability company
By:  

/s/ Robert A. Riecker

  Name:   Robert A. Riecker
  Title:   Authorized Signatory