AMENDMENT TO AMENDEDAND RESTATED MERCHANDISING AGREEMENT

Exhibit 10.1

AMENDMENT TO

AMENDED AND RESTATED MERCHANDISING AGREEMENT

THIS AMENDMENT (this “Amendment”), dated as of March 8, 2017 and effective as of the Effective Date, is entered into by and between (1) Sears, Roebuck and Co., a New York corporation (“SRC”), Kmart Corporation, a Michigan corporation (“Kmart” and, together with SRC, “Sears”) and Sears Holdings Corporation, a Delaware corporation (“SHC”), (2) Sears Hometown and Outlet Stores, Inc., a Delaware corporation (“SHO”), Sears Authorized Hometown Stores, LLC, a Delaware limited liability company (“SAHS”) and Sears Outlet Stores, L.L.C., a Delaware limited liability company (“Outlet Co.” and, together with SHO and SAHS, “Licensee”) and (3) solely for purposes of Section 1.4 and Section 1.6.5, Stanley Black & Decker, Inc. (“Stanley”), to amend the Amended and Restated Merchandising Agreement, retroactive to May 1, 2016, by and among Sears, SHC and Licensee (the “Agreement”). SHC, Sears, Licensee and Stanley are hereinafter referred to individually as a “Party” and collectively as the “Parties.” Defined terms used herein but not otherwise defined shall have the meanings ascribed to them in the Agreement.

WHEREAS, pursuant to the Agreement, Sears granted to Licensee a nonexclusive, nontransferable and revocable right and license to use the KCD Marks in connection with the marketing and sale of products sold under the KCD Marks;

WHEREAS, SHC entered into a purchase and sale agreement, dated as of January 5, 2017 (as amended, modified or supplemented from time to time in accordance with its terms, the “Purchase Agreement”), with Stanley, pursuant to which, on the terms and subject to the conditions set forth therein, SHC will sell certain assets and liabilities relating to its Craftsman business to Stanley (the “Transaction”);

WHEREAS, the Purchase Agreement contemplates the entry by SHC and Stanley into a license agreement as of the closing of the Transaction (such license agreement, as may be amended from time to time, the “Stanley License Agreement”), pursuant to which, on the terms and subject to the conditions set forth therein, Stanley will license to SHC and its affiliates, including Sears, certain intellectual property rights;

WHEREAS, Licensee desires to obtain a sublicense to use the Craftsman Marks and SHC desires to grant such sublicense, subject to and in accordance with the terms, conditions and limitations of the Stanley License Agreement; and

WHEREAS, Sears, SHC and Licensee wish to amend the Agreement as set forth herein.

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound, the Parties hereby agree as follows:

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IN WITNESS WHEREOF, the Parties have duly executed this Amendment to the Amended and Restated Merchandising Agreement as of the date first written above.

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