3.1 Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to Registrant's Current
Report on Form 8-K, dated March 24, 2005, filed on March 24, 2005 (File No. 000-51217)).
3.2 Amended and Restated By-Laws (incorporated by reference to Exhibit 3.2 to Registrant's Current
Report on Form 8-K, dated January 22, 2014, filed on January 24, 2014 (File No. 000-51217)).
4.1 Registrant hereby agrees to furnish to the Commission, upon request, the instruments defining the
rights of holders of each issue of long-term debt of Registrant and its consolidated subsidiaries.
4.2 Indenture, dated as of October 12, 2010, among Sears Holdings Corporation, the guarantors party
thereto and Wells Fargo Bank, National Association, as Trustee and Collateral Agent (incorporated by reference to Exhibit 4.1 to Registrant's Current Report on Form 8-K, dated October 12, 2010, filed on October 15, 2010 (File No. 000-51217)).
4.3 Security Agreement, dated as of October 12, 2010, among Sears Holdings Corporation, the guarantors
party thereto and Wells Fargo Bank, National Association, as Collateral Agent (incorporated by reference to Exhibit 4.2 to Registrant's Current Report on Form 8-K, dated October 12, 2010, filed on October 15, 2010 (File No. 000-51217)).
4.4 Intercreditor Agreement, dated as of October 12, 2010, among Bank of America, N.A., Wells Fargo
Retail Finance, LLC and General Electric Capital Corporation, as ABL Agents, and Wells Fargo Bank, National Association, as Second Lien Agent (incorporated by reference to Exhibit 4.3 to Registrant's Current Report on Form 8-K, dated October 12, 2010, filed on October 15, 2010 (File No.
000-51217)).
4.5 Registration Rights Agreement, dated as of October 12, 2010, by and among Sears Holdings
Corporation and the guarantors party thereto and Banc of America Securities LLC (incorporated by reference to Exhibit 4.4 to Registrant's Current Report on Form 8-K, dated October 12, 2010, filed on October 15, 2010 (File No. 000-51217)).
4.6 Registration Rights Agreement, dated as of October 12, 2010, by and among Sears Holdings
Corporation and the guarantors party thereto, Sears Holdings Corporation Investment Committee on behalf of the Sears Holdings Pension Plan and Sears Holdings Pension Trust (incorporated by reference to Exhibit 4.5 to Registrant's Current Report on Form 8-K, dated October 12, 2010, filed on October 15, 2010 (File No. 000-51217)).
4.7 Indenture, dated as of November 21, 2014, by and between Sears Holdings Corporation and
Computershare Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.1 to
Registrant’s Current Report on Form 8-K, dated November 21, 2014, filed on November 21, 2014 (File No. 001-36693)).
4.8 First Supplemental Indenture, dated as of November 21, 2014, by and between Sears Holdings
Corporation and Computershare Trust Company, N.A., as Trustee (including form of note)
(incorporated by reference to Exhibit 4.2 to Registrant’s Current Report on Form 8-K, dated November 21, 2014, filed on November 21, 2014 (File No. 001-36693)).
4.9 Warrant Agreement, dated as of November 21, 2014, by and between Sears Holdings Corporation,
Computershare Inc. and Computershare Trust Company, N.A., as Warrant Agent (including form of warrant certificate) (incorporated by reference to Exhibit 4.3 to Registrant’s Current Report on Form 8- K, dated November 21, 2014, filed on November 21, 2014 (File No. 001-36693)).
10.1 Guarantee executed by Sears, Roebuck and Co. under the Indenture, dated as of May 15, 1995,
between Sears Roebuck Acceptance Corp. and JP Morgan Chase Bank (successor to The Chase Manhattan Bank, N.A.), as supplemented by the First Supplemental Indenture, dated as of
November 3, 2003 (incorporated by reference to Exhibit 4(g) to Sears Roebuck Acceptance Corp.'s Quarterly Report on Form 10-Q for the fiscal quarter ended September 27, 2003 (File No.
10.2 Guarantee executed by Sears, Roebuck and Co. under the Indenture, dated as of October 1, 2002, between Sears Roebuck Acceptance Corp. and BNY Midwest Trust Company, as supplemented by the First Supplemental Indenture, dated as of November 3, 2003 (incorporated by reference to Exhibit 4(h) to Sears Roebuck Acceptance Corp.'s Quarterly Report on Form 10-Q for the fiscal quarter ended September 27, 2003 (File No. 001-04040)).
10.3 Guarantee, dated as of November 3, 2003, by Sears, Roebuck and Co. of the commercial paper master
notes of Sears Roebuck Acceptance Corp. (incorporated by reference to Exhibit 10.38 to Sears, Roebuck and Co.'s Annual Report on Form 10-K for the fiscal year ended January 3, 2004 (File No. 001-00416)).
10.4 Third Amended and Restated Credit Agreement, dated as of July 21, 2015, between Sears Holdings
Corporation, Sears Roebuck Acceptance Corp. and Kmart Corporation, the lenders party thereto, and Bank of America, N.A., as agent (incorporated by reference to Exhibit 10.2 to Registrant’s Quarterly
Report on Form10-Q for the fiscal quarter ended August 1, 2015 (File No. 001-36693)) (1)
10.5 Third Amended and Restated Guarantee and Collateral Agreement, dated as of July 21, 2015, among
Sears Holdings Corporation, Sears, Roebuck and Co., Sears Roebuck Acceptance Corp., Kmart Holding Corporation, Kmart Corporation and certain of their respective subsidiaries, as Grantors, and Bank of America, N.A., Wells Fargo Bank, National Association and General Electric Capital Corporation, as Co-Collateral Agents (incorporated by reference to Exhibit 10.3 to Registrant’s Quarterly Report on Form10-Q for the fiscal quarter ended August 1, 2015 (File No. 001-36693)).
10.6 Loan Agreement, dated as of September 15, 2014, by and between Sears, Roebuck and Co., Sears
Development Co., Kmart Corporation, JPP II, LLC and JPP, LLC (incorporated by reference to Exhibit 10.1 to Registrant’s Quarterly Report on Form10-Q for the fiscal quarter ended November 1, 2014 (File No. 000-51217)).
10.7 Guaranty, dated as of September 15, 2014, by and between Sears Holdings Corporation, JPP II, LLC
and JPP, LLC (incorporated by reference to Exhibit 10.2 to Registrant’s Quarterly Report on Form 10- Q for the fiscal quarter ended November 1, 2014 (File No. 000-51217)).
10.8 Amendment to Loan Agreement, dated as of February 25, 2015, by and between JPP II, LLC, JPP,
LLC, Sears Roebuck and Co., Sears Development Co. and Kmart Corporation (incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K, dated February 26, 2015, filed on February 26, 2015 (File No. 001-36693)).
10.9 Purchase, Sale and Servicing Transfer Agreement, dated as of July 15, 2003, by and among Sears,
Roebuck and Co., Sears Financial Holding Corporation, Sears National Bank, Sears Roebuck de Puerto Rico, Inc., Sears Life Holding Corp., SRFG, Inc., Sears Intellectual Property Management Company and Citicorp (incorporated by reference to Exhibit 10.1 to Sears, Roebuck and Co.'s Current Report on Form 8-K, dated July 15, 2003, filed on July 17, 2003 (File No. 001-00416)).
10.10 Amendment No. 1, dated as of November 3, 2003, to the Purchase, Sale and Servicing Transfer
Agreement, by and among Sears, Roebuck and Co., certain subsidiaries of Sears, Roebuck and Co. and Citicorp (incorporated by reference to Exhibit 2(b) to Sears, Roebuck and Co.'s Quarterly Report on Form 10-Q for the fiscal quarter ended September 27, 2003 (File No. 001-00416)).
10.11 Amended and Restated Program Agreement, dated as of July 15, 2003, amended and restated as of
November 3, 2003, by and between Sears, Roebuck and Co., Sears Intellectual Property Management Company and Citibank (USA) N.A. (incorporated by reference to Exhibit 10(a) to Sears, Roebuck and Co.'s Quarterly Report on Form 10-Q for the fiscal quarter ended September 27, 2003
(File No. 001-00416)).
10.12 Terms Sheet For Revision of Program Agreement Between Sears, Roebuck and Co. and Citibank USA,
N.A., dated April 29, 2005 (incorporated by reference to Exhibit 10.40 to Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2005 (File No. 000-51217)).
10.13 Sears Holdings Corporation Director Compensation Program, as amended (incorporated by reference
to Exhibit 10.5 to Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended May 1, 2010 (File No. 000-51217)).**
10.14 Sears Holdings Corporation 2006 Stock Plan, as amended (incorporated by reference to Appendix C to Registrant's Proxy Statement dated March 15, 2006 (File No. 000-51217)).**
10.15 Sears Holdings Corporation 2013 Stock Plan (incorporated by reference to Appendix A to Registrant's
Proxy Statement dated March 28, 2013 (File No. 000-51217)).**
10.16 Sears Holdings Corporation Amended and Restated Umbrella Incentive Program (incorporated by
reference to Appendix C to Registrant's Proxy Statement dated March 28, 2013 (File No. 000-51217)).**
10.17 Amendment to the Performance Measures under the Amended and Restated Sears Holdings
Corporation Umbrella Incentive Program (incorporated by reference to Appendix B to Registrant's Proxy Statement dated March 28, 2013 (File No. 000-51217)).**
10.18 Form of Sears Holdings Corporation Restricted Stock Award Agreement (incorporated by reference to
Exhibit 10.1 to Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended July 30, 2011 (File No. 000-51217)).**
10.19 Form of Sears Holdings Corporation Restricted Stock Award Agreement: Terms and Conditions
(incorporated by reference to Exhibit 10.17 to Registrant’s Annual Report on Form 10-K for the fiscal year ended February 1, 2014 (File No. 000-51217)).**
10.20 Form of Sears Holdings Corporation Restricted Stock Unit Award Agreement: Terms and Conditions
(incorporated by reference to Exhibit 10.18 to Registrant’s Annual Report on Form 10-K for the fiscal year ended February 1, 2014 (File No. 000-51217)).**
10.21 Form of Cash Right - Addendum to Restricted Stock Award Agreement (incorporated by reference to
Exhibit 10.17 to Registrant's Annual Report on Form 10-K for the fiscal year ended January 28, 2012 (File No. 000-51217)).**
10.22 Form of Cash Award - Addendum to Restricted Stock Award Agreement (incorporated by reference to
Exhibit 10.1 to Registrant's Current Report on Form 8-K, dated September 28, 2012, filed on September 28, 2012 (File No. 000-51217)).**
10.23 Form of Cash Award - Addendum to Restricted Stock Award Agreement (incorporated by reference to
Exhibit 10.1 to Registrant's Current Report on Form 8-K, dated November 30, 2012, filed on November 30, 2012 (File No. 000-51217)).**
10.24 Sears Holdings Corporation Long-Term Incentive Program, effective April 27, 2011 (incorporated by
reference to Exhibit 10.2 to Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2011 (File No. 000-51217)).**
10.25 Sears Holdings Corporation Cash Long-Term Incentive Plan (Amended and Restated Effective April
10, 2015) (incorporated by reference to Exhibit 10.3 to Registrant's Quarterly Report on Form10-Q for the fiscal quarter ended May 2, 2015 (File No. 001-36693)).**
10.26 Sears Holdings Corporation Annual Incentive Plan (Amended and Restated Effective April 10, 2015)
(incorporated by reference to Exhibit 10.1 to Registrant's Quarterly Report on Form10-Q for the fiscal quarter ended May 2, 2015 (File No. 001-36693)).**
10.27 2015 Additional Definitions under Sears Holdings Corporation Annual Incentive Plan (incorporated by
reference to Exhibit 10.2 to Registrant's Quarterly Report on Form10-Q for the fiscal quarter ended May 2, 2015 (File No. 001-36693)).**
10.28 2013 Additional Definitions under Sears Holdings Corporation Long-Term Incentive Program
(incorporated by reference to Exhibit 10.3 to Registrant's Current Report on Form 8-K, dated February 12, 2013, filed on February 19, 2013 (File No. 000-51217)).**
10.29 2014 Additional Definitions under Sears Holdings Corporation Long-Term Incentive Program
(incorporated by reference to Exhibit 10.3 to Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended May 3, 2014 (File No. 000-51217)).**
10.30 2015 Additional Definitions under Sears Holdings Corporation Long-Term Incentive Program
(incorporated by reference to Exhibit 10.4 to Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended May 2, 2015 (File No. 001-36693)).**
10.31 Form of LTIP Award Agreement (incorporated by reference to Exhibit 10.32 to Registrant's Annual
Report on Form 10-K for the fiscal year ended January 31, 2015 (File No. 001-36693).**
10.32 Form of Cash Award - Addendum to Restricted Stock Award(s) (Lands’ End Make-Whole)
(incorporated by reference to Exhibit 10.4 to Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended May 3, 2014 (File No. 000-51217)).**
10.33 Form of Cash Award - Addendum to Restricted Stock Unit Award(s) (Lands’ End Make-Whole)
(incorporated by reference to Exhibit 10.5 to Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended May 3, 2014 (File No. 000-51217)).**
10.34 Form of Cash Award - Addendum to Restricted Stock Award Agreement (incorporated by reference to
Exhibit 10.1 to Registrant’s Current Report on Form 8-K, dated October 22, 2014, filed on October 22, 2014 (File No. 001-36693)).**
10.35 Form of Cash Right - Addendum to Restricted Stock Award Agreement (incorporated by reference to
Exhibit 10.1 to Registrant’s Current Report on Form 8-K, dated November 7, 2014, filed on November 7, 2014 (File No. 001-36693)).**
*10.36 Form of Cash Right - Addendum to Restricted Stock Award(s) and Restricted Stock Unit Awards
(Seritage Make-Whole).**
10.37 Form of Executive Severance Agreement (incorporated by reference to Exhibit 10.29 to Registrant’s
Annual Report on Form 10-K for the fiscal year ended February 1, 2014 (File No. 000-51217)).**
10.38 Form of letter from Registrant to Edward S. Lampert relating to employment dated March 18, 2013
(incorporated by reference to Exhibit 10.30 to Registrant's Annual Report on Form 10-K for the fiscal year ended February 2, 2013 (File No. 000-51217)).**
10.39 Addendum, dated as of April 21, 2014, to letter from Registrant to Edward S. Lampert relating to
employment dated March 18, 2013 (Lands’ End Make-Whole) (incorporated by reference to Exhibit 10.6 to Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended May 3, 2014 (File No. 000-51217)).**
10.40 Letter Agreement, dated January 28, 2016, by and between the Company and Edward S. Lampert
(incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K, dated January 28, 2016, filed on February 3, 2016 (File No. 001-36693)).**
10.41 Letter from Registrant to Jeffrey A. Balagna relating to employment dated April 26, 2013 (incorporated
by reference to Exhibit 10.31 to Registrant’s Annual Report on Form 10-K for the fiscal year ended February 1, 2014 (File No. 000-51217)).**
*10.42 Letter from Registrant to Girish Lakshman relating to employment dated June 11, 2015**
*10.43 Letter from Registrant to Leena Munjal relating to employment dated June 2, 2011, as supplemented
October 17, 2012 and May 5, 2015.**
10.44 Letter from Registrant to Robert A. Schriesheim relating to employment dated August 15, 2011
(incorporated by reference to Exhibit 10.2 to Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended July 30, 2011(File No. 000-51217)).**
10.45 Executive Severance Agreement, dated and effective as of August 16, 2011, between Sears Holdings
Corporation and its affiliates and subsidiaries and Robert A. Schriesheim (incorporated by reference to Exhibit 10.3 to Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended July 30, 2011 (File No. 000-51217)).**(1)
__________________
* Filed herewith
** A management contract or compensatory plan or arrangement required to be filed as an exhibit to this report
pursuant to Item 15(b) of Form 10-K.
(1) Confidential treatment was granted as to omitted portions of this Exhibit. The omitted material has been filed
separately with the Securities and Exchange Commission.
(2) Portions omitted pursuant to a request for confidential treatment. The omitted material has been filed
separately with the Securities and Exchange Commission.
10.46 Summary of Proposed Terms Regarding the Pension Plan Protection and Forbearance Agreement
Between PBGC and Sears, dated September 4, 2015, by and between Sears Holdings Corporation and the Pension Benefit Guaranty Corporation (incorporated by reference to Exhibit 10.1 to Registrant’s
Quarterly Report on Form 10-Q for the fiscal quarter ended October 31, 2015 (File No. 001-36693)).(2)
10.47 Master Lease by and among Seritage SRC Finance LLC, Seritage KMT Finance LLC, Kmart
Operations, LLC, and Sears Operations, LLC, dated as of July 7, 2015Master Lease by and among Seritage SRC Finance LLC, Seritage KMT Finance LLC, Kmart Operations, LLC, and Sears Operations, LLC, dated as of July 7, 2015 (incorporated by reference to Exhibit 10.1 to Registrant's Current Report on Form 8-K, dated July 7, 2015, filed on July 13, 2015 (File No. 001-36693)).
*12 Computation of ratio of earnings to fixed charges for Registrant and consolidated subsidiaries.
*21 Subsidiaries of the Registrant.
*23 Consent of Deloitte & Touche LLP.
*31.1 Certifications of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
*31.2 Certifications of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
*32.1 Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
*32.2 Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
101 The following financial information from the Annual Report on Form 10-K for the fiscal year ended
January 30, 2016, formatted in XBRL (eXtensible Business Reporting Language) and furnished electronically herewith: (i) the Consolidated Statements of Operations for the fiscal years ended January 30, 2016, January 31, 2015 and February 1, 2014; (ii) the Consolidated Statements of Comprehensive Loss for the fiscal years ended January 30, 2016, January 31, 2015 and February 1, 2014; (iii) the Consolidated Balance Sheets at January 30, 2016 and January 31, 2015; (iv) the Consolidated Statements of Cash Flows for the fiscal years ended January 30, 2016, January 31, 2015 and February 1, 2014; (v) the Consolidated Statements of Equity (Deficit) for the fiscal years ended January 30, 2016, January 31, 2015 and February 1, 2014; and (vi) the Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags.