THIRD AMENDMENT TO LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT

Exhibit 10.1

Execution Version                    

THIRD AMENDMENT TO

LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT

THIRD AMENDMENT TO LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT (this “Amendment”) dated as of August 9, 2017 among

SEARS HOLDINGS CORPORATION, a Delaware corporation (“Holdings”),

SEARS ROEBUCK ACCEPTANCE CORP., a Delaware corporation, and KMART CORPORATION, a Michigan corporation (the “Borrowers”),

JPP, LLC and JPP II, LLC, as L/C Lenders, and

CITIBANK, N.A., as Administrative Agent (the “Agent”) and Issuing Bank (the “Issuing Bank”),

in consideration of the mutual covenants herein contained and benefits to be derived herefrom.

W I T N E S S E T H:

WHEREAS, Holdings, the Borrowers, the L/C Lenders party thereto, the Agent and the Issuing Bank, are party to that certain Letter of Credit and Reimbursement Agreement (as amended pursuant to that certain First Amendment to Letter of Credit and Reimbursement Agreement dated as of March 2, 2017 and pursuant to that certain Second Amendment to Letter of Credit and Reimbursement Agreement dated as of August 1, 2017, the “Existing LC Facility Agreement”; the Existing LC Facility Agreement as amended hereby, the “Amended LC Facility Agreement”); and

WHEREAS, Holdings, the Borrowers, the Required L/C Lenders, the Issuing Bank and the Agent have agreed to amend the Existing LC Facility Agreement.

NOW THEREFORE, in consideration of the mutual promises and agreements herein contained, the parties hereto hereby agree as follows:

“‘Required L/C Lenders’” means, at any time, the holders of more than 50% of the Aggregate L/C Commitments then in effect, or, if the Aggregate L/C Commitments have been terminated, the holders of more than 50% of the L/C Lender Exposure then outstanding; provided that if ESL holds less than 50% of the Aggregate L/C Commitments, or, if the Aggregate L/C Commitments have been terminated, less than 50% of the L/C Lender Exposure then outstanding, “Required L/C Lenders” means all of the L/C Lenders.”

“(iii) by an amount equal to the face amount of any Letter of Credit that has been returned to the Agent for cancellation prior to the L/C Termination Date, unless a replacement therefor is issued within 30 days after the Reduction Election Date (but, in any event, prior to the L/C Termination Date) to the same or similar beneficiary and the Required L/C Lenders have provided their consent in writing to the issuance of such replacement (such consent not to be unreasonably conditioned, delayed or withheld); provided, that (x) the Agent shall promptly notify each L/C Lender that a Letter of Credit has been returned to it for cancellation and any L/C Lender may, by written notice to the Agent no later than

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three (3) Business Days after the date of such notification from the Agent (the “Reduction Election Period”), elect to waive any reduction of its L/C Commitment pursuant to this clause (iii) so long as the aggregate amount in such L/C Lender’s Lender Cash Collateral Account would not be less than 102% of its L/C Commitment Percentage times the Issuer Exposure both immediately before and immediately after giving effect to such waiver and (y) no later than two (2) Business Days after the expiration of the Reduction Election Period, the Agent shall notify each L/C Lender of the election made by each other L/C Lender pursuant to the foregoing clause (x) and each L/C Lender may by written notice to the Agent no later than one (1) Business Day after the date of such notification from the Agent update such election so long as the aggregate amount in such L/C Lender’s Lender Cash Collateral Account would not be less than 102% of its L/C Commitment Percentage times the Issuer Exposure both immediately before and immediately after giving effect to such election (the Business Day after the date of such notification, the “Reduction Election Date”),”

“Section 9.16. Replacement of L/C Lenders. If (A) any L/C Lender requests compensation under Section 2.12 or if the Borrowers are required to pay any additional amount to any L/C Lender or any Governmental Authority for the account of any L/C Lender pursuant to Section 2.15, if any L/C Lender does not

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consent (a “Non-Consenting Lender”) to a proposed amendment, waiver, consent or release with respect to any Loan Document that requires the consent of each L/C Lender and that has been approved by the Required L/C Lenders (to the extent “Required L/C Lenders” is not defined as all L/C Lenders pursuant to the definition thereof), then the Borrowers may, at their sole expense and effort, upon notice to such L/C Lender and the Agent, require such L/C Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 9.07), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another L/C Lender, if a L/C Lender accepts such assignment) or (B) a Non-Affiliated Lender does not consent to a proposed amendment, waiver, consent or release with respect to this Agreement or any other Loan Document (any such L/C Lender being referred to as a “Non-Consenting Non-Affiliated Lender”; provided that if such Non-Affiliated Lender has not given the Agent written notice of its consent or waiver within five (5) Business Days after request therefore, such Non-Affiliated Lender shall be deemed to be a Non-Consenting Non-Affiliated Lender), then, at the sole option of ESL (regardless of whether ESL is then an L/C Lender), upon written notice to such Non-Consenting Non-Affiliated Lenders, all of such Non-Consenting Non-Affiliated Lenders’ interests, rights and obligations under this Agreement and the related Loan Documents shall be assigned and delegated to ESL and ESL shall assume such obligations; provided that, in each case of clauses (A) and (B) above:

(a) the Borrowers shall have paid to the Agent the assignment fee specified in Section 9.07;

(b) such L/C Lender shall have received payment of an amount equal to its ratable share of the outstanding Reimbursement Obligations actually funded by such L/C Lender, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents from the assignee (to the extent of such outstanding Reimbursement Obligations, interest and fees) or the Borrowers (in the case of all other amounts); provided that such L/C Lender shall not be entitled to a payment under Section 2.07 unless the consent or waiver being sought pursuant to Section 9.16(B) is an amendment, modification or waiver of Section 2.07 with the primary purpose of eliminating the payment described therein;

(c) in the case of any such assignment resulting from a claim for compensation under Section 2.12 or payments required to be made pursuant to Section 2.15, such assignment will result in a reduction in such compensation or payments thereafter;

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(d) with respect to the replacement of any Non-Consenting Lender or any Non-Consenting Non-Affiliated Lender, such amendment, waiver or consent can be effected as a result of such assignment (together with all other assignments required by the Agent to be made pursuant to this paragraph); and

(e) such assignment does not conflict with applicable laws.

An L/C Lender shall not be required to make any such assignment or delegation required by Section 9.16(A) if, prior thereto, as a result of a waiver by such L/C Lender or otherwise, the circumstances entitling the Borrowers to require such assignment and delegation cease to apply. Notwithstanding anything herein to the contrary, each party hereto agrees that an assignment or delegation required pursuant to Section 9.16(B) shall be effected pursuant to an Assignment and Acceptance executed by the Borrowers, the Agent and ESL and that the Non-Consenting Non-Affiliated Lender required to make such assignment need not be a party thereto, and each L/C Lender hereby authorizes and directs the Agent to execute and deliver such documentation as may be required to give effect to an assignment or delegation in accordance with Section 9.16(B) on behalf of a Non-Consenting Non-Affiliated Lender and any such documentation so executed by the Agent shall be effective for purposes of documenting an assignment pursuant to Section 9.07.”

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[Remainder of page intentionally left blank; Signature pages follow.]

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IN WITNESS WHEREOF, this Amendment has been duly executed and delivered by each of the parties hereto as of the date first above written.

[Signature page to LC and Reimbursement Agreement Amendment]

[Signature page to LC and Reimbursement Agreement Amendment]

[Signature page to LC and Reimbursement Agreement Amendment]