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EXHIBIT
10.29
FOURTH AMENDMENT
TO
LETTER OF CREDIT
AGREEMENT
This Fourth Amendment to
Letter of Credit Agreement (the “Fourth Amendment”) is
made as of the 22nd day of February, 2008 by and among
KMART CORPORATION
(“Kmart”), a corporation organized under the laws of
the State of Michigan having a place of business at 3333 Beverly
Road, Hoffman Estates, Illinois 60179;
SEARS HOLDINGS CORPORATION
(“Sears Holdings”), a corporation organized under the
laws of the State of Delaware having a place of business at 3333
Beverly Road, Hoffman Estates, Illinois 60179;
SEARS ROEBUCK ACCEPTANCE
CORP. (“SRAC”), a corporation organized under the laws
of the State of Delaware having a place of business at 3711 Kennett
Pike, Greenville, Delaware 19807;
SEARS, ROEBUCK AND CO.
(“Sears”), a corporation organized under the laws of
the State of New York having a place of business at 3333 Beverly
Road, Hoffman Estates, Illinois 60179; and
BANK OF AMERICA, NATIONAL
ASSOCIATION (the “Issuing Bank”), a national banking
association having a place of business at 100 Federal Street,
Boston, Massachusetts 02110.
WITNESSETH
WHEREAS, Kmart and the
Issuing Bank have entered into a Letter of Credit Agreement dated
as of August 13, 2004, as amended by the First Amendment
thereof dated August 13, 2004, as further amended by the
Second Amendment thereof dated December 23, 2004, as further
amended by the Third Amendment thereof dated July 21, 2006 (as
amended and in effect, the “Credit Agreement”);
and
WHEREAS, the parties have
agreed to amend the Credit Agreement as set forth
herein.
NOW THEREFORE, it is hereby
agreed as follows:
| 1. |
Definitions : All capitalized terms used herein and not
otherwise defined shall have the same meaning herein as in the
Credit Agreement. |
| 2. |
Amendments to Article 1 . The provisions of Article 1 of
the Credit Agreement are hereby amended as follows: |
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a. |
by adding the following definition in appropriate alphabetical
order: |
“ Fourth
Amendment ” means the Fourth Amendment to Letter of
Credit Agreement dated as of February 22, 2008.
1
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b. |
The definition of “Existing Financing Agreement”
set forth in Section 1.01 of the Credit Agreement is hereby
deleted in its entirety and the following substituted in its
stead: |
“Existing Financing
Agreement” means the Credit Agreement (the “JPMorgan
Credit Agreement”), dated as of February 22, 2005, as
amended, among Sears Holdings Corporation, Sears Roebuck Acceptance
Corp., Kmart Corporation, the lenders party thereto, certain other
parties, and JPMorgan Chase Bank, N.A., as administrative
agent.
| 3. |
Amendments to Article 2 . The provisions of
Section 2.16 of the Credit Agreement are hereby deleted in
their entirety and the following su |
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