Table of Contents
As filed with the Securities and Exchange Commission on April 12, 2011
Registration No. 333-                

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

SEARS HOLDINGS CORPORATION
(Exact name of registrant as specified in its charter)

 
 	 	 	 	 	
Delaware	 	5311	 	20-1920798	
(State or other jurisdiction of
incorporation or organization)	 	(Primary Standard Industrial
Classification Code Number)	 	(IRS Employer
Identification Number)	
SEE TABLE OF SUBSIDIARY GUARANTOR REGISTRANTS LISTED ON FOLLOWING PAGE
3333 Beverly Road
Hoffman Estates, IL 60179
(847) 286-2500
(Address, including zip code, and telephone number, including area code, of each of the registrants’ principal executive offices)

Dane A. Drobny, Esq.
Senior Vice President, General Counsel and Secretary
Sears Holdings Corporation
3333 Beverly Road
Hoffman Estates, IL 60179
(847) 286-2500
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:
James Cole, Jr., Esq.
Wachtell, Lipton, Rosen & Katz
51 W. 52nd Street
New York, NY 10019
(212) 403-1000

Approximate date of commencement of proposed sale to public: As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.   ¨
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ¨
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  þ	 	Accelerated filer  ¨	 	Non-accelerated filer  ¨	 	Smaller reporting company  ¨	
 	 	(Do not check if a smaller reporting company)                  	
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ¨
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ¨

CALCULATION OF REGISTRATION FEE

 	
Title of Each Class of Securities to be Registered	 	Amount to be
Registered	 	Proposed Maximum
Offering Price per
Unit	 	Proposed Maximum
Aggregate Offering
Price	 	Amount of
Registration Fee(1)	
6  5/8% Senior Secured Notes due 2018	 	$1,000,000,000	 	100%	 	$1,000,000,000	 	$116,100	
Guarantees of the 6 5/8% Senior Secured Notes due 2018(2)	 	$1,000,000,000	 	N/A	 	N/A	 	(3)	

(1)	Calculated pursuant to Rule 457(f)(2) under the Securities Act.	
(2)	The entities listed on the Table of Subsidiary Guarantor Registrants on the following page have guaranteed the notes being registered hereby.	
(3)	No separate consideration will be received for the guarantees, and pursuant to Rule 457(n) under the Securities Act, no additional registration fee is due for guarantees.	
The registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the registrants shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

Table of Contents
TABLE OF SUBSIDIARY GUARANTOR REGISTRANTS

Exact Name of Registrant as Specified in its Charter	  	State or Other Jurisdiction
of Incorporation or
Organization	  	Primary Standard
Industrial Classification
Code Number	  	I.R.S. Employer
Identification No.	
A&E Home Delivery, LLC *	  	Delaware	  	7299	  	37-1500205	
A&E Lawn & Garden, LLC *	  	Delaware	  	7699	  	13-4275028	
A&E Signature Service, LLC *	  	Delaware	  	7699	  	37-1500204	
California Builder Appliances, Inc.*	  	Delaware	  	5722	  	68-0406327	
Florida Builder Appliances, Inc.*	  	Delaware	  	5722	  	36-3619133	
KLC, Inc. *	  	Texas	  	5921	  	75-2490839	
Kmart.com LLC *	  	Delaware	  	5961	  	77-0529022	
Kmart Corporation *	  	Michigan	  	5331	  	38-0729500	
Kmart Holding Corporation *	  	Delaware	  	5331	  	32-0073116	
Kmart of Michigan, Inc. *	  	Michigan	  	5331	  	38-3551696	
Kmart of Washington LLC *	  	Washington	  	5331	  	61-1448898	
Kmart Stores of Illinois LLC *	  	Illinois	  	5331	  	61-1448897	
Kmart Stores of Texas LLC *	  	Texas	  	5331	  	61-1448915	
Lands’ End Direct Merchants, Inc.*	  	Delaware	  	5699	  	39-1934877	
Lands’ End, Inc.*	  	Delaware	  	5961	  	36-2512786	
MyGofer LLC *	  	Delaware	  	5961	  	26-4005531	
Private Brands, Ltd. *	  	Delaware	  	5014	  	55-0544022	
Sears Authorized Hometown Stores, LLC *	  	Delaware	  	5991	  	26-2779641	
Sears Brands Management Corporation *	  	Delaware	  	5991	  	36-2555365	
Sears Holdings Management Corporation *	  	Delaware	  	7389	  	20-3592148	
Sears Home Appliance Showrooms, LLC *	  	Delaware	  	5722	  	26-4678499	
Sears Home Improvement Products, Inc.*	  	Pennsylvania	  	1521	  	25-1698591	
Sears Outlet Stores, L.L.C.*	  	Delaware	  	5722	  	26-2779573	
Sears Protection Company *	  	Illinois	  	7299	  	36-4471250	
Sears Protection Company (Florida), L.L.C.*	  	Florida	  	7299	  	20-0224239	
Sears Roebuck Acceptance Corp.*	  	Delaware	  	6153	  	51-0080535	
Sears, Roebuck and Co. *	  	New York	  	5311	  	36-1750680	
Sears, Roebuck de Puerto Rico, Inc.*	  	Delaware	  	5311	  	66-0233626	
SOE, Inc.*	  	Delaware	  	5722	  	83-0399616	
StarWest, LLC *	  	Delaware	  	5722	  	37-1495379	
 
*	All subsidiary guarantor registrants have the following mailing address:	
c/o Sears Holdings Corporation
3333 Beverly Road
Hoffman Estates, IL 60179
(847) 286-2500

Table of Contents
The information in this prospectus is not complete and may be changed. We may not sell these securities or accept any offer to buy these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
 
SUBJECT TO COMPLETION, DATED APRIL 12, 2011
PROSPECTUS
$1,000,000,000

Sears Holdings Corporation
OFFER TO EXCHANGE
6  5/8% SENIOR SECURED NOTES DUE 2018
REGISTERED UNDER THE SECURITIES ACT
FOR
A LIKE PRINCIPAL AMOUNT OF
6 5/8% SENIOR SECURED NOTES DUE 2018
Sears Holdings Corporation is offering, upon the terms and subject to the conditions set forth in this prospectus and the accompanying letter of transmittal, to exchange an aggregate principal amount of up to $1,000,000,000 of our 6  5 / 8 % senior secured notes due 2018 (which we refer to as the “exchange notes”) for an equal principal amount of our outstanding 6  5 / 8 % senior secured notes due 2018. When we refer to “old notes,” we are referring to the outstanding 6  5 / 8 % senior secured notes due 2018. The exchange notes will represent the same debt as the old notes, and we will issue the exchange notes under the same indenture as the old notes.
The exchange offer expires at 5:00 p.m., New York City time,
on                 , 2011, unless extended.
Terms of the Exchange Offer
 
 	•	 	We are offering to exchange up to $1,000,000,000 aggregate principal amount of the exchange notes for an equal principal amount of the old notes that are validly tendered and not withdrawn prior to the expiration of the exchange offer.	
 
 	•	 	You may withdraw tendered old notes at any time prior to the expiration of the exchange offer.	
 
 	•	 	The terms of the exchange notes are identical in all material respects (including principal amount, interest rate, maturity and redemption rights) to the old notes for which they may be exchanged, except that the exchange notes generally will not be subject to transfer restrictions or be entitled to registration rights, and the exchange notes will not have the right to earn additional interest under circumstances relating to our registration obligations.	
 
 	•	 	Certain of our subsidiaries will guarantee our obligations under the exchange notes, including the payment of principal of, premium, if any, and interest on the notes. These guarantees of the exchange notes will be senior secured obligations of the subsidiary guarantors. Additional subsidiaries will be required to guarantee the exchange notes, and the guarantees of the subsidiary guarantors will terminate, in each case in the circumstances described under “Description of the Exchange Notes — Subsidiary Guarantees.”	
 
 	•	 	The exchange of old notes for exchange notes pursuant to the exchange offer will not be a taxable event for U.S. federal income tax purposes. See the discussion under the caption “Certain U.S. Federal Income Tax Considerations.”	
 
 	•	 	There is no existing market for the exchange notes to be issued, and we do not intend to apply for listing or quotation on any securities exchange or market.	
See “Risk Factors” beginning on page 13 for a discussion of the factors you should consider in connection with the exchange offer.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Each broker-dealer that receives exchange notes for its own account pursuant to this exchange offer must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of the exchange notes. The accompanying letter of transmittal relating to the exchange offer states that by so acknowledging and delivering a prospectus, a broker-dealer will not be deemed to admit that it is an underwriter within the meaning of the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”). This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for old notes where such old notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed to make this prospectus available to any broker-dealer for use in connection with any such resale until the earlier of 45 days from the date on which the registration statement containing this prospectus is declared effective and the date on which a broker-dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities. See “Plan of Distribution.”
The date of this prospectus is                     , 2011.

Table of Contents
TABLE OF CONTENTS

INFORMATION INCORPORATED BY REFERENCE	  	 	ii	  	
WHERE YOU CAN FIND MORE INFORMATION	  	 	ii	  	
WEBSITES	  	 	iii	  	
FORWARD-LOOKING STATEMENTS	  	 	iii	  	
SUMMARY	  	 	1	  	
SELECTED FINANCIAL DATA	  	 	10	  	
CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES	  	 	12	  	
RISK FACTORS	  	 	13	  	
USE OF PROCEEDS	  	 	20	  	
DESCRIPTION OF THE EXCHANGE NOTES	  	 	21	  	
EXCHANGE OFFER	  	 	44	  	
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS	  	 	53	  	
PLAN OF DISTRIBUTION	  	 	55	  	
LEGAL MATTERS	  	 	55	  	
EXPERTS	  	 	55	  	
 
-i-

Table of Contents
Unless otherwise indicated or required by the context, in this prospectus, the terms “we,” “our,” “us” and the “Company” refer to Sears Holdings Corporation and all of its subsidiaries that are consolidated under Generally Accepted Accounting Principles (“GAAP”), and the term “Holdings” refers to Sears Holdings Corporation and not to any of its subsidiaries. In this prospectus, the term “notes” refers to the old notes and the exchange notes collectively.
You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with different information. We are not making an offer of these securities in any state or other jurisdiction where the offer is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date printed on the front of this prospectus.
INFORMATION INCORPORATED BY REFERENCE
The Securities and Exchange Commission (the “SEC”) allows us to “incorporate by reference” in this prospectus the information in other documents that we file with it, which means that we can disclose important business and financial information to you by referring you to those documents. The information incorporated by reference is considered to be a part of this prospectus, and information in documents that we file later with the SEC will automatically update and supersede information contained in documents filed earlier with the SEC or contained in this prospectus or a prospectus supplement. We incorporate by reference in this prospectus the documents listed below and any future filings that we may make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), prior to the later of (a) the completion or termination of the exchange offer and (b) if the exchange offer is completed, the termination of the period of time described under ”Plan of Distribution” during which we have agreed to make available this prospectus to broker-dealers in connection with certain resales of the exchange notes:
 
 	•	 	Annual Report on Form 10-K for the year ended January 29, 2011; and	
 
 	•	 	Current Reports on Form 8-K filed on February 25, 2011 and April 8, 2011.	
Notwithstanding the foregoing, we are not incorporating any document or information deemed to have been furnished and not filed in accordance with SEC rules. You may obtain a copy of any or all of the documents referred to above which may have been or may be incorporated by reference into this prospectus (excluding certain exhibits to the documents) at no cost to you by writing or telephoning us at the following address:
Sears Holdings Corporation
3333 Beverly Road
Hoffman Estates, IL 60179
Attn: Senior Vice President, General Counsel and Corporate Secretary
(847) 286-2500
To obtain timely delivery of any of our filings, agreements or other documents, you must make your request to us no later than                 , 2011. In the event that we extend the exchange offer, you must submit your request at least five business days before the expiration date of the exchange offer, as extended. We may extend the exchange offer in our sole discretion. See “Exchange Offer” for more detailed information.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC a registration statement on Form S-4 under the Securities Act that registers the exchange notes that will be offered in exchange for the old notes. The registration statement, including the attached exhibits and schedules, contains additional relevant information about us and the exchange notes. The rules and regulations of the SEC allow us to omit from this document certain information included in the registration statement.
 
-ii-

Table of Contents
We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public from the SEC’s web site at  www.sec.gov . You may also read and copy any document we file at the SEC’s public reference room in Washington, D.C. located at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Information about us, including our SEC filings, is also available on our corporate website at  www.searsholdings.com .
WEBSITES
The information contained on or that can be accessed through any of our websites is not incorporated in, and is not part of, this prospectus, and you should not rely on any such information in connection with your decision to participate in the exchange offer.
FORWARD-LOOKING STATEMENTS
From time to time, including in this prospectus, in the documents incorporated by reference and in other written reports and oral statements, we make “forward-looking statements” within the meaning of federal and state securities laws. Disclosures that use words such as the Company “believes,” “expects,” “anticipates,” “intends,” “estimates,” “plans,” “forecasts,” “is likely to” and similar expressions or future or conditional verbs such as “will,” “may” and “could” are generally forward-looking in nature and not historical facts and are intended to identify forward-looking statements, as defined under the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect our current beliefs and expectations and are based upon data available to us at the time the statements are made. Such statements are subject to certain risks and uncertainties that could cause actual results, performance or achievements to differ materially from expectations. These risks, as well as other risks and uncertainties, are detailed in reports on Forms 10-K, 10-Q and 8-K filed with or furnished to the SEC as well as the section titled “Risk Factors” in this prospectus. Forward-looking statements made in this prospectus speak as of the date hereof. We are not under any obligation and do not intend to publicly update or review any of these forward-looking statements, whether as a result of new information, future events or otherwise, even if experience or future events make it clear that any expected results expressed or implied by those forward-looking statements will not be realized.
The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements:
 
 	•	 	our ability to offer merchandise and services that our customers want, including our proprietary brand products;	
 
 	•	 	our ability to successfully implement initiatives to improve inventory management and other capabilities;	
 
 	•	 	competitive conditions in the retail and related services industries;	
 
 	•	 	worldwide economic conditions and business uncertainty, the availability of consumer and commercial credit, changes in consumer confidence, tastes, preferences and spending, and changes in vendor relationships;	
 
 	•	 	the impact of seasonal buying patterns, including seasonal fluctuations due to weather conditions, which are difficult to forecast with certainty;	
 
 	•	 	our dependence on sources outside the United States for significant amounts of our merchandise;	
 
 	•	 	our extensive reliance on computer systems to process transactions, summarize results and manage our business;	
 
-iii-

Table of Contents
 	•	 	our reliance on third parties to provide us with services in connection with the administration of certain aspects of our business;	
 
 	•	 	impairment charges for goodwill and intangible assets or fixed-asset impairment for long-lived assets;	
 
 	•	 	our ability to properly implement and realize the expected benefits from our organizational structure and operating model;	
 
 	•	 	our ability to attract, motivate and retain key executives and other associates;	
 
 	•	 	the outcome of pending and/or future legal proceedings, including product liability claims and bankruptcy claims, including proceedings with respect to which the parties have reached a preliminary settlement; and	
 
 	•	 	the timing and amount of required pension plan funding.	
 
-iv-

Table of Contents
SUMMARY
This summary contains basic information about our company and the exchange offer. It may not contain all of the information that may be important to you. Investors should carefully read this entire prospectus, including the information set forth under “Risk Factors” and in our consolidated financial statements and the related notes thereto.
The Company
Sears Holdings Corporation is the parent company of Kmart Holding Corporation, which we refer to as “Kmart,” and Sears, Roebuck and Co., which we refer to as “Sears.” Holdings was formed as a Delaware corporation in 2004 in connection with the merger of Kmart and Sears. The merger, completed on March 24, 2005, combined two of America’s oldest existing retail entities, both with origins dating to the late 1800s. We are a broadline retailer with 2,201 full-line and 1,354 specialty retail stores in the United States operating through Kmart and Sears and 483 full-line and specialty retail stores in Canada operating through Sears Canada Inc., a 92%-owned subsidiary, which we refer to as “Sears Canada.” For fiscal year 2010, our revenue and net income were $43,326 million and $133 million, respectively. Our common stock is traded on the NASDAQ Stock Market under the symbol SHLD and as of January 29, 2011, we had an equity market capitalization of approximately $8.3 billion. Inventory and credit card receivables held by the guarantors of the notes were $8,235 million at January 29, 2011.
Our executive offices are located at 3333 Beverly Road, Hoffman Estates, IL 60179, and our telephone number at that location is (847) 286-2500. Our website address is  www.searsholdings.com .

-1-

Table of Contents
Summary Terms of the Exchange Offer
The following is a brief summary of the terms of the exchange offer. For a more complete description of the exchange offer, see “Exchange Offer.” In this section “Holdings,” the “Company,” “we,” “our,” or “us” refer only to Sears Holdings Corporation, a Delaware corporation, and not to any of its subsidiaries.
 
The Exchange Offer	We are offering to exchange up to $1,000,000,000 in aggregate principal amount of our 6  5 / 8 % senior secured notes due 2018, which we refer to in this prospectus as the “exchange notes,” for an equal principal amount of the old notes.	
 
 	Old notes may be exchanged only in minimum denominations of $2,000 and integral multiples of $1,000 in excess of $2,000. Exchange notes will be issued only in minimum denominations of $2,000 and integral multiples of $1,000 in excess of $2,000.	
 
 	The exchange notes have been registered under the Securities Act. The terms of the exchange notes are identical in all material respects to the terms of the old notes, except that the exchange notes are registered under the Securities Act and are generally not subject to transfer restrictions, bear a different CUSIP number, are not entitled to registration rights and do not have the right to earn additional interest under circumstances relating to our registration obligations.	
 
Subject to the terms of the exchange offer, we will exchange the exchange notes for all of the old notes that are validly tendered and not withdrawn prior to the expiration of the exchange offer.	
 
Expiration of the Exchange Offer; Withdrawal of Tender	The exchange offer will expire at 5:00 p.m., New York City time, on                 , 2011, or a later date and time to which we may extend it. We do not currently intend to extend the expiration of the exchange offer. You may withdraw your tender of old notes in the exchange offer at any time before the expiration of the exchange offer. Any old notes not accepted for exchange for any reason will be returned without expense to you promptly after the expiration or termination of the exchange offer.	
 
Conditions to the Exchange Offer	The exchange offer is not conditioned upon any minimum aggregate principal amount of old notes being tendered for exchange. The exchange offer is subject to customary conditions, which we may waive. See “Exchange Offer — Conditions” for more information regarding the conditions to the exchange offer.	
Procedures for Tendering Notes	To tender old notes held in book-entry form through The Depository Trust Company, or “DTC,” you must transfer your old notes into the exchange agent’s account in accordance with DTC’s Automated Tender Offer Program, or “ATOP” system. In lieu of delivering a letter of transmittal to the exchange agent, a computer-generated message, in which the holder of the old notes acknowledges and	

-2-

Table of Contents
 	agrees to be bound by the terms of the letter of transmittal, must be transmitted by DTC on behalf of a holder and received by the exchange agent before 5:00 p.m., New York City time, on the expiration date. In all other cases, a letter of transmittal must be manually executed and received by the exchange agent before 5:00 p.m., New York City time, on the expiration date.	
 
By signing, or agreeing to be bound by, the letter of transmittal, you will represent to us that, among other things:	
 
 	•	 	you are acquiring the exchange notes in the ordinary course of your business;	
 
 	•	 	you are not engaged in, do not intend to engage in, and have no arrangement or understanding with any person or entity to participate in, a distribution of the exchange notes (within the meaning of the Securities Act);	
 
 	•	 	you are not our “affiliate” (as defined in Rule 405 under the Securities Act); and	
 
 	•	 	if you are a broker-dealer registered under the Exchange Act, you are participating in the exchange offer for your own account and are exchanging old notes acquired as a result of market-making activities or other trading activities, you have not entered into any arrangement or understanding with the Company or any affiliate of the Company to distribute the exchange notes, and you will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of the exchange notes.	
 
Special Procedures for Beneficial Owners	If you are a beneficial owner whose old notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, and you want to tender old notes in the exchange offer, you should contact the registered owner promptly and instruct the registered holder to tender on your behalf. If you wish to tender on your own behalf, you must, before completing and executing the letter of transmittal and delivering your old notes, either make appropriate arrangements to register ownership of the old notes in your name or obtain a properly completed bond power from the registered holder. See “Exchange Offer — Procedures for Tendering.”	
 
Guaranteed Delivery Procedures	If you wish to tender your old notes, and time will not permit your required documents to reach the exchange agent by the expiration date, or the procedure for book-entry transfer cannot be completed on time, you may tender your old notes under the procedures described under “Exchange Offer — Guaranteed Delivery Procedures.”	
 
Consequences of Failure to Exchange	Any old notes that are not tendered in the exchange offer, or that are not accepted in the exchange, will remain subject to restrictions on transfer. Since the old notes have not been registered under the U.S. federal securities laws, you will not be able to offer or sell the old	

-3-

Table of Contents
 	notes except under an exemption from the requirements of the Securities Act or unless the old notes are registered under the Securities Act. Upon the completion of the exchange offer, we will have no further obligations, except under limited circumstances, to provide for registration of the old notes under the U.S. federal securities laws. See “Exchange Offer — Consequences of Failure to Tender.”	
 
Certain U.S. Federal Income Tax Considerations	The exchange of old notes for exchange notes in the exchange offer will not constitute a taxable exchange for U.S. federal income tax purposes. See “Certain U.S. Federal Income Tax Considerations.”	
 
Transferability	Under existing interpretations of the Securities Act by the staff of the SEC contained in several no-action letters to third parties, and subject to the immediately following sentence, we believe that the exchange notes will generally be freely transferable by holders after the exchange offer without further compliance with the registration and prospectus delivery requirements of the Securities Act (subject to certain representations required to be made by each holder of old notes, as set forth under “Exchange Offer — Procedures for Tendering”). However, any holder of old notes who:	
 
 	•	 	is one of our “affiliates” (as defined in Rule 405 under the Securities Act),	
 
 	•	 	does not acquire the exchange notes in the ordinary course of business,	
 
 	•	 	distributes, intends to distribute, or has an arrangement or understanding with any person or entity to distribute the exchange notes as part of the exchange offer, or	
 
 	•	 	is a broker-dealer who purchased old notes from us in the initial offering of the old notes for resale pursuant to Rule 144A or any other available exemption under the Securities Act,	
 
 	will not be able to rely on the interpretations of the staff of the SEC, will not be permitted to tender old notes in the exchange offer and, in the absence of any exemption, must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the exchange notes.	
 
 	Our belief is based on SEC interpretations given to other, unrelated issuers in similar exchange offers. We cannot assure you that the SEC would make a similar interpretation with respect to our exchange offer. We will not be responsible for or indemnify you against any liability you may incur under the Securities Act.	
 
 	Each broker-dealer that receives exchange notes for its own account under the exchange offer in exchange for old notes that were acquired by the broker-dealer as a result of market-making or other trading	

-4-

Table of Contents
 	activity must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of the exchange notes. See “Plan of Distribution.”	
 
Use of Proceeds	We will not receive any cash proceeds from the issuance of the exchange notes pursuant to the exchange offer.	
 
Exchange Agent	Wells Fargo Bank, National Association, is the exchange agent for the exchange offer. The address and telephone number of the exchange agent are set forth under “Exchange Offer — Exchange Agent.”	

-5-

Table of Contents
Summary Terms of the Exchange Notes
The summary below describes the principal terms of the exchange notes. Certain of the terms and conditions described below are subject to important limitations and exceptions. The “Description of the Exchange Notes” section of this prospectus contains a more detailed description of the terms and conditions of the exchange notes. In this section “Holdings,” the “Issuer,” the “Company,” “we,” “our,” or “us” refer only to Sears Holdings Corporation, a Delaware corporation, and not to any of its subsidiaries.
The exchange notes will be identical in all material respects to the old notes for which they have been exchanged, except:
 
 	•	 	the offer and sale of the exchange notes will have been registered under the Securities Act, will not bear any legend restricting their transfer and generally will not be subject to restrictions on transfer,	
 
 	•	 	the exchange notes will bear a different CUSIP number from the old notes,	
 
 	•	 	the exchange notes will not be entitled to registration rights, and	
 
 	•	 	the holders of the exchange notes will not have the right to earn additional interest under circumstances relating to our registration obligations.	
Issuer	Sears Holdings Corporation	
 
Guarantors	The exchange notes will initially be fully and unconditionally guaranteed on a senior secured basis by all of our wholly owned domestic subsidiaries that are borrowers or guarantors under our existing senior secured revolving credit facility and in the future will be guaranteed by all of our future wholly owned domestic subsidiaries that own significant amounts of inventory or credit card receivables and have incurred material indebtedness for borrowed money (the “Subsidiary Guarantors”). Orchard Supply Hardware Stores Corporation and Sears Canada and their subsidiaries will not be guarantors of the exchange notes. The guarantees of the Subsidiary Guarantors with respect to the exchange notes will terminate, in each case in the circumstances set forth under “Description of the Exchange Notes — Subsidiary Guarantees.”	
 
Exchange Notes Offered	$1,000,000,000 aggregate principal amount of 6 5/8% senior secured notes due 2018.	
 
Maturity	The exchange notes will mature on October 15, 2018.	
 
Interest Rates	The exchange notes will accrue interest at 6 5/8% per annum, payable semiannually in cash in arrears on April 15 and October 15 of each year, commencing on October 15, 2011.	
 
Ranking	The exchange notes will be our senior secured obligations and will:	
 
 	•	 	rank equally in right of payment with all our other senior indebtedness from time to time outstanding;	
 
 	•	 	rank senior in right of payment to our future indebtedness, if any, from time to time outstanding that is expressly subordinated to the exchange notes;	

-6-

Table of Contents
 	•	 	rank effectively junior to all of our secured indebtedness, from time to time outstanding, that is secured by a lien on assets other than the collateral for the exchange notes or by a lien on such collateral ranking prior to the lien on the collateral securing the exchange notes, including our guarantee of the indebtedness under our existing senior secured revolving credit facility, in each case, to the extent of the value of the collateral securing such indebtedness;	
 
 	•	 	rank effectively senior to all of our unsecured indebtedness to the extent of the value of the exchange notes’ security interest in the collateral owned by us; and	
 
 	•	 	rank effectively junior to all indebtedness and liabilities of our subsidiaries that will not guarantee the exchange notes to the extent of the value of such subsidiaries.	
 
 	The guarantees will be the Subsidiary Guarantors’ senior secured obligations and will:	
 
 	•	 	rank equally in right of payment with all other senior indebtedness of such Subsidiary Guarantor from time to time outstanding;	
 
 	•	 	rank senior in right of payment to any future indebtedness, if any, of such Subsidiary Guarantor from time to time outstanding that is expressly subordinated to such Subsidiary Guarantor’s guarantee;	
 
 	•	 	rank effectively junior to all of such Subsidiary Guarantor’s secured indebtedness, from time to time outstanding, that is secured by a lien on assets other than the collateral for the exchange notes or by a lien on such collateral ranking prior to the lien on the collateral securing the exchange notes, including such Subsidiary Guarantor’s obligations under our existing senior secured revolving credit facility, in each case, to the extent of the value of the collateral of such Subsidiary Guarantor securing such indebtedness; and	
 
 	•	 	rank effectively senior to all unsecured indebtedness of such Subsidiary Guarantor to the extent of the value of the collateral of such Subsidiary Guarantor securing the exchange notes after satisfaction of any senior liens on such collateral.	
 
Security	The exchange notes and the guarantees will, subject to permitted liens, be secured by a lien on certain assets owned by the Company and the Subsidiary Guarantors, which lien shall, subject to an intercreditor agreement, be junior in priority to the lien that secures the obligations under our existing senior secured revolving credit facility and obligations under certain banking and cash management arrangements, as well as certain other first priority lien obligations. The lenders under our existing senior secured revolving credit facility, and their affiliates that provide banking and cash	

-7-

Table of Contents
 	management arrangements to the Company and the Subsidiary Guarantors, benefit from first priority liens on the collateral. Under the security and pledge agreements, the Company and the Subsidiary Guarantors will grant security interests in the following assets: (1) credit card accounts receivable, chattel paper and instruments, in each case relating to credit card accounts receivable, inventory and books and records pertaining to the foregoing and (2) all proceeds and products of the foregoing. For more details, see “Description of the Exchange Notes — Security.”	
The value of the collateral securing the exchange notes at any time will depend on market and other economic conditions. The liens on the collateral may be released without the consent of the holders of exchange notes if collateral is disposed of in a transaction that complies with the indenture governing the notes and related security documents or in accordance with the provisions of an intercreditor agreement with the collateral agent under our existing senior secured revolving credit facility. Pursuant to the intercreditor agreement, the liens securing the exchange notes may not be enforced at any time when first priority lien obligations are outstanding, except for certain limited exceptions. The holders of the first priority lien obligations will receive all proceeds from any realization of the collateral or from the proceeds thereof in any insolvency or liquidation proceeding, in each case, until the first priority lien obligations are paid in full. See “Risk Factors — Risks Related to the Exchange Notes — It may be difficult to realize the value of the collateral securing the exchange notes” and “Description of the Exchange Notes — Security” and “— Intercreditor Agreement.”
 
Optional Redemption by Holdings	We may redeem the notes, in whole or in part, at any time at a redemption price equal to 100% of the principal amount of the notes to be redeemed plus accrued and unpaid interest to the redemption date and a “make-whole” premium, as described under the heading “Description of the Exchange Notes — Optional Redemption.”	
 
Change of Control	If we experience a change of control triggering event, we must offer to purchase the notes at 101% of their principal amount, plus accrued and unpaid interest. For more details, see “Description of the Exchange Notes — Change of Control.”	
 
Collateral Coverage Offer	If a collateral coverage event occurs, we must offer to purchase an amount of notes sufficient to cure the collateral coverage shortfall at 101% of their principal amount, plus accrued and unpaid interest. For more details, see “Description of the Exchange Notes — Collateral Coverage Offer.”	
 
Certain Covenants	The indenture governing the notes contains covenants that limit, among other things, our ability and our restricted subsidiaries’ ability to:	
 
 	•	 	create liens,	
 
 	•	 	enter into sale and leaseback transactions, and	

-8-

Table of Contents
 	•	 	merge or consolidate, or sell, transfer, lease or dispose of substantially all of our assets.	
 
 	However, these covenants are subject to certain important qualifications and limitations described under the heading “Description of the Exchange Notes — Certain Covenants.”	
 
Form and Denominations	We will issue the exchange notes in fully registered form in denominations of $2,000 and integral multiples of $1,000 in excess thereof. Each of the exchange notes will be represented by one or more global securities registered in the name of a nominee of The Depository Trust Company, or DTC. You will hold a beneficial interest in one or more of the exchange notes through DTC, and DTC and its direct and indirect participants will record your beneficial interest in their books. Except under limited circumstances, we will not issue certificated exchange notes.	
 
Absence of an Established Market for the Exchange Notes	The exchange notes generally are freely transferable but are also new securities for which there is not initially a market. We do not intend to list the exchange notes on any exchange or to maintain a trading market for them. Accordingly, there can be no assurance as to the development or liquidity of any market for the exchange notes.	
 
Risk Factors	See “Risk Factors” for an explanation of certain risks you should consider before deciding to exchange your old notes for exchange notes.	

-9-

Table of Contents
SELECTED FINANCIAL DATA
The following table sets forth certain of our historical financial data. The consolidated balance sheet data as of January 29, 2011 and January 30, 2010 and the consolidated statements of income and cash flow data for each of the three fiscal years in the period ended January 29, 2011 have been derived from our consolidated financial statements, which have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, and are included in our Annual Report on Form 10-K for the fiscal year ended January 29, 2011, which is incorporated by reference in this prospectus (“2010 Form 10-K”). The consolidated balance sheet data as of January 31, 2009, February 2, 2008 and February 3, 2007 and the consolidated statements of income and cash flow data for each of the two fiscal years in the period ended February 2, 2008 have been derived from our consolidated financial statements included in our Annual Reports on Form 10-K for the fiscal years ended February 2, 2008 and January 31, 2009.
You should read the following information together with our consolidated financial statements and the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2010 Form 10-K. The following information should also be read in conjunction with the information under the caption “Risk Factors” contained herein and incorporated by reference herein from our 2010 Form 10-K.

 	 	Fiscal Year Ended	 	
dollars in millions, except per share and store data	 	Feb. 3,  2007 (1)	 	 	Feb. 2, 2008	 	 	Jan. 31, 2009	 	 	Jan. 30, 2010	 	 	Jan. 29, 2011	 	
Summary of Operations	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total revenues(2)	 	$	53,016	  	 	$	50,703	  	 	$	46,770	  	 	$	44,043	  	 	$	43,326	  	
Domestic comparable sales %	 	 	(3.7	)% 	 	 	(4.3	)% 	 	 	(8.0	)% 	 	 	(5.1	)% 	 	 	(1.6	)% 	
Net income attributable to Holdings’ shareholders (3)	 	 	1,492	  	 	 	826	  	 	 	53	  	 	 	235	  	 	 	133	  	
Per Common Share	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Basic:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net income attributable to Holdings’ shareholders	 	$	9.59	  	 	$	5.71	  	 	$	0.42	  	 	$	1.99	  	 	$	1.19	  	
Diluted:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net income attributable to Holdings’ shareholders	 	$	9.58	  	 	$	5.70	  	 	$	0.42	  	 	$	1.99	  	 	$	1.19	  	
Holdings’ book value per common share	 	$	82.60	  	 	$	80.59	  	 	$	76.91	  	 	$	79.21	  	 	$	78.19	  	
Financial Data	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total assets	 	$	29,906	  	 	$	27,397	  	 	$	25,342	  	 	$	24,808	  	 	$	24,268	  	
Long-term debt	 	 	2,109	  	 	 	1,922	  	 	 	1,527	  	 	 	1,123	  	 	 	2,130	  	
Long-term capital lease obligations	 	 	734	  	 	 	684	  	 	 	605	  	 	 	575	  	 	 	533	  	
Capital expenditures	 	 	508	  	 	 	570	  	 	 	497	  	 	 	361	  	 	 	441	  	
Number of stores	 	 	3,820	  	 	 	3,876	  	 	 	3,948	  	 	 	3,950	  	 	 	4,038	  	
 
(1) 	During the fourth quarter of the fiscal year ended February 3, 2007, Sears Canada changed its year end from the Saturday nearest December 31st to the Saturday nearest January 31 st . This change was retrospectively applied to prior year amounts reported in the Feb. 3, 2007 column as required by accounting standards for reporting changes in accounting.	
(2) 	We follow a retail-based financial reporting calendar. Unless otherwise stated, references to years in this Form S-4 relate to fiscal years rather than to calendar years. Fiscal years 2010, 2009, 2008, 2007 and 2006 ended on January 29, 2011, January 30, 2010, January 31, 2009, February 2, 2008 and February 3, 2007, respectively. Our results for fiscal 2006 contained 53 weeks whereas fiscal years 2007, 2008, 2009 and 2010 contained 52 weeks.	
(3) 	The periods presented were impacted by certain significant items, which affected the comparability of amounts reflected in the above selected financial data. For fiscal years 2010, 2009 and 2008, these significant items are discussed within Item 7, “Management’s Discussion and Analysis of Financial	
 
-10-

Table of Contents
 	Condition and Results of Operations” of our 2010 Form 10-K. Fiscal 2007 results include the impact of a $14 million loss derived from our investments in total return swaps, a $27 million curtailment gain recorded in connection with changes made to Sears Canada’s benefit plans and a $19 million gain related to insurance recoveries for certain Sears Domestic properties damaged by hurricanes during 2005. Fiscal 2006 results include the impact of a $74 million gain derived from our investments in total return swaps, $36 million related to the June 2006 settlement of Visa/MasterCard antitrust litigation, a tax benefit of $31 million related to the resolution of certain income tax matters, restructuring charges of $28 million, a $41 million gain on the sale of Kmart’s former headquarters building, and a charge of $74 million related to an unfavorable verdict in connection with a legal settlement.	
 
-11-

Table of Contents
CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES
The following table contains our consolidated ratio of earnings to fixed charges for the periods indicated. Earnings included in the calculation of this ratio consist of income before income taxes and noncontrolling interest plus fixed charges. Fixed charges included in the calculation of this ratio consist of interest expense, including amortization of debt discounts and issuance costs, and the imputed interest component of rental expense.

 	  	Fiscal Year Ended	 	
 	  	Feb. 3, 2007	 	  	Feb. 2, 2008	 	  	Jan. 31, 2009	 	  	Jan. 30, 2010	 	  	Jan. 29, 2011	 	
Ratio of earnings to fixed charges	  	 	5.28x	  	  	 	3.71x	  	  	 	1.34x	  	  	 	1.82x	  	  	 	1.32x	  	
 
-12-

Table of Contents
RISK FACTORS
You should carefully consider various risks, including those described below and all of the information about risks included in the documents incorporated by reference in this prospectus, including under the heading “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended January 29, 2011. The risks set out below are not the only risks we face. If any of the following risks occurs, our business, financial condition and results of operations could be materially adversely affected. In such case, you may lose all or part of your investment.
Risks Related to the Exchange Notes
The lien on the collateral securing the notes is junior and subordinate to the lien on the collateral securing our existing senior secured revolving credit facility and certain other first lien obligations.
The notes are secured by liens granted by us and the initial Subsidiary Guarantors and any future Subsidiary Guarantor on certain of our assets and certain of the assets of the Subsidiary Guarantors. Such liens are subject to an intercreditor agreement pursuant to which they are subordinated to the liens that secure obligations under our existing senior secured revolving credit facility (including future advances under our existing senior secured revolving credit facility) and certain of our banking and cash management obligations. The liens securing the notes are also subject to certain permitted liens and encumbrances described under “Description of Exchange Notes” below, which may include additional first lien obligations under the intercreditor agreement or pursuant to an additional intercreditor agreement. The lenders under our first lien obligations, which currently consist of our existing senior secured revolving credit facility and holders of certain of our banking and cash management obligations, will be entitled to receive all proceeds from the realization of the collateral under certain circumstances, including upon default in payment on, or the acceleration of, any obligations under our existing senior secured revolving credit facility, or in the event of our, or any of our Subsidiary Guarantors’, bankruptcy, insolvency, liquidation, dissolution, reorganization or similar proceeding, to repay such obligations in full before the holders of the notes will be entitled to any recovery from such collateral. In addition, the indenture governing the notes permits us and the Subsidiary Guarantors to create additional liens on the collateral under specified circumstances, which will be senior to the liens securing the notes pursuant to the intercreditor agreement. Any obligations secured by such liens may further limit the recovery from the realization of the collateral available to satisfy holders of the notes.
The collateral securing the notes may be diluted under certain circumstances.
The indenture governing the notes permits us and the Subsidiary Guarantors to incur, subject to certain limitations, additional indebtedness secured by liens on the collateral that rank  pari passu  with the liens securing the notes in accordance with the intercreditor agreement, including additional notes under the indenture. The rights of holders of the notes to the collateral would be diluted by any increase in indebtedness secured by the collateral.
Holders of the notes will not control decisions regarding collateral.
The lenders under our existing senior secured revolving credit facility and the other holders of our first lien obligations will control substantially all matters related to the collateral pursuant to the terms of the intercreditor agreement upon the occurrence of an event of default under our existing senior secured revolving credit facility, irrespective of whether a default has occurred under the indenture governing the notes. Pursuant to the intercreditor agreement governing the priority of the liens securing the notes, the holders of first lien obligations, or their agent, may dispose of, release, or foreclose on, or take other actions with respect to, the collateral with which holders of the notes may disagree or that may be contrary to the interests of holders of the notes, even after a default under the notes. To the extent collateral is released from securing the first lien obligations, the liens securing the notes will also be released. The intercreditor agreement prohibits junior lienholders from foreclosing on the collateral until payment in full of the first lien obligations. We cannot assure you that in the event of a
 
-13-

Table of Contents
foreclosure by the holders of the senior lien obligations, the proceeds from the sale of collateral would be sufficient to satisfy all or any of the amounts outstanding under the notes after payment in full of the obligations secured by senior liens on the collateral.
It may be difficult to realize the value of the collateral securing the notes.
The collateral securing the notes is subject to any and all exceptions, defects, encumbrances, liens and other imperfections as may be permitted under the indenture governing the notes. The existence of any such exceptions, defects, encumbrances, liens and other imperfections could adversely affect the value of the collateral securing the notes as well as the ability of the first lien agent and/or the collateral agent for the holders of the notes to realize on such collateral.
The value of the collateral at any time will depend on market and other economic conditions, including the availability of suitable buyers. By their nature, some or all of the pledged assets may be illiquid and may have no readily ascertainable market value. We cannot assure you that the fair market value of the collateral as of the date of this document exceeds the principal amount of the debt secured thereby. The value of the assets pledged as collateral for the notes could be impaired in the future as a result of changing economic conditions, our failure to implement our business strategy, competition, unforeseen liabilities and other future events. Accordingly, there may not be sufficient collateral to pay all or any of the amounts due on the notes after satisfaction of the first priority obligations. Any claim for the difference between the amount, if any, realized by holders of the notes from the sale of the collateral securing the notes and the obligations under the notes will rank equally in right of payment with all of our other unsecured unsubordinated indebtedness and other obligations, including trade payables. Additionally, in the event that a bankruptcy case is commenced by or against us, if the value of the collateral is less than the amount of principal and accrued and unpaid interest on the notes and all other senior secured obligations, interest may cease to accrue on the notes from and after the date the bankruptcy petition is filed.
In the future, the obligation to grant additional security over assets, or a particular type or class of assets, whether as a result of the acquisition or creation of future assets or subsidiaries or otherwise, is subject to the provisions of the intercreditor agreement. The intercreditor agreement sets out a number of limitations on the rights of the holders of the notes to require security in certain circumstances, which may result in, among other things, the amount recoverable under any security provided by any subsidiary being limited and/or security not being granted over a particular type or class of assets. Accordingly, this may affect the value of the security provided by us and our subsidiaries. Furthermore, upon enforcement against any collateral or in insolvency, under the terms of the intercreditor agreement the claims of the holders of the notes to the proceeds of such enforcement will rank behind the claims of the holders of obligations under our existing senior secured revolving credit facility, which are first priority lien obligations, and holders of additional secured indebtedness (to the extent permitted to have priority by the indenture governing the notes).
The security interest of the collateral agent will be subject to practical problems generally associated with the realization of security interests in collateral. For example, the collateral agent may need to obtain the consent of a third party to obtain access to collateral or enforce a security interest in a contract. We cannot assure you that the collateral agent will be able to obtain any such consent. We also cannot assure you that the consents of any third parties will be given when required to facilitate a foreclosure on such assets. Accordingly, the collateral agent may not have the ability to foreclose upon those assets and the value of the collateral may significantly decrease.
Bankruptcy laws may limit your ability to realize value from the collateral.
The right of the collateral agent to repossess and dispose of the collateral upon the occurrence of an event of default under the indenture governing the notes is likely to be significantly impaired by applicable bankruptcy law if a bankruptcy case were to be commenced by or against us before the collateral agent repossessed and disposed of the collateral. Upon the commencement of a case under the bankruptcy code, a secured creditor such
 
-14-

Table of Contents
as the collateral agent is prohibited from repossessing its security from a debtor in a bankruptcy case, or from disposing of security repossessed from such debtor, without bankruptcy court approval, which may not be given. Moreover, the bankruptcy code permits the debtor to continue to retain and use collateral even though the debtor is in default under the applicable debt instruments;  provided  that the secured creditor is given “adequate protection.” The meaning of the term “adequate protection” may vary according to circumstances, but it is intended in general to protect the value of the secured creditor’s interest in the collateral as of the commencement of the bankruptcy case and may include cash payments or the granting of additional security if and at such times as the bankruptcy court in its discretion determines that the value of the secured creditor’s interest in the collateral is declining during the pendency of the bankruptcy case.
In view of the lack of a precise definition of the term “adequate protection” and the broad discretionary power of a bankruptcy court, it is impossible to predict:
 
 	•	 	how long payments on the notes could be delayed following commencement of a bankruptcy case and whether interest on the notes would accrue and/or be paid following commencement of a bankruptcy case;	
 
 	•	 	whether or when the collateral agent could repossess or dispose of the collateral;	
 
 	•	 	the value of the collateral at the time of the bankruptcy petition; and	
 
 	•	 	whether or to what extent holders of the notes would be compensated for any delay in payment or loss of value of the collateral through the requirement of “adequate protection.”	
In addition, the intercreditor agreement provides that, in the event of a bankruptcy, the trustee and the second lien collateral agent may not object to a number of important matters following the filing of a bankruptcy petition so long as any first priority lien obligations are outstanding and the holders of such obligations consent to such matters. After such a filing, the value of the collateral securing the notes could materially deteriorate and the holders of the notes would be unable to raise an objection. The right of the holders of obligations secured by liens on the collateral to foreclose upon and sell the collateral upon the occurrence of an event of default also would be subject to limitations under applicable bankruptcy laws if we or any of our subsidiaries become subject to a bankruptcy proceeding.
Any disposition of the collateral during a bankruptcy case would also require permission from the bankruptcy court. Furthermore, in the event a bankruptcy court determines the value of the collateral is not sufficient to repay all amounts due on first priority lien debt and, thereafter, the notes, the holders of the notes would hold a secured claim only to the extent of the value of the collateral to which the holders of the notes are entitled and unsecured claims with respect to any shortfall. The bankruptcy code only permits the payment and accrual of post-petition interest, costs and attorney’s fees to a secured creditor during a debtor’s bankruptcy case to the extent the value of its collateral is determined by the bankruptcy court to exceed the aggregate outstanding principal amount of the obligations secured by the collateral.
A court could void our subsidiaries’ guarantees of the notes under fraudulent transfer laws.
Although the guarantees provide you with a direct claim against the assets of the Subsidiary Guarantors, under the federal bankruptcy laws and comparable provisions of state fraudulent transfer laws, a guarantee could be voided, or claims with respect to a guarantee could be subordinated to all other debts of that Subsidiary Guarantor. In addition, a bankruptcy court could void (i.e., cancel) any payments by that Subsidiary Guarantor pursuant to its guarantee and require those payments to be returned to the Subsidiary Guarantor or to a fund for the benefit of the other creditors of the Subsidiary Guarantor. Each guarantee contains a provision intended to limit the Subsidiary Guarantor’s liability to the maximum amount that it could incur without causing the incurrence of obligations under its guarantee to be a fraudulent transfer. This provision may not be effective to protect the guarantees from being voided under fraudulent transfer law, or may eliminate the Subsidiary Guarantor’s obligations or reduce the Subsidiary Guarantor’s obligations to an amount that effectively makes the guarantee worthless.
 
-15-

Table of Contents
The bankruptcy court might take these actions if it found, among other things, that when a Subsidiary Guarantor executed its guarantee (or, in some jurisdictions, when it became obligated to make payments under its guarantee):
 
 	•	 	such Subsidiary Guarantor received less than reasonably equivalent value or fair consideration for the incurrence of its guarantee; and	
 
 	•	 	such Subsidiary Guarantor:	
 
 	•	 	was (or was rendered) insolvent by the incurrence of the guarantee;	
 
 	•	 	was engaged or about to engage in a business or transaction for which its assets constituted unreasonably small capital to carry on its business;	
 
 	•	 	intended to incur, or believed that it would incur, obligations beyond its ability to pay as those obligations matured; or	
 
 	•	 	was a defendant in an action for money damages, or had a judgment for money damages docketed against it and, in either case, after final judgment, the judgment was unsatisfied.	
A bankruptcy court would likely find that a Subsidiary Guarantor received less than fair consideration or reasonably equivalent value for its guarantee to the extent that it did not receive direct or indirect benefit from the issuance of the notes. A bankruptcy court could also void a guarantee if it found that the subsidiary issued its guarantee with actual intent to hinder, delay or defraud creditors.
Although courts in different jurisdictions measure solvency differently, in general, an entity would be deemed insolvent if the sum of its debts, including contingent and unliquidated debts, exceeds the fair value of its assets, or if the present fair salable value of its assets is less than the amount that would be required to pay the expected liability on its debts, including contingent and unliquidated debts, as they become due.
If a court voided a guarantee, it could require that noteholders return any amounts previously paid under such guarantee. If any guarantee were voided, noteholders would retain their rights against us and any other Subsidiary Guarantors, although there is no assurance that those entities’ assets would be sufficient to pay the notes in full.
Any future pledge of collateral might be avoidable in bankruptcy.
Any future pledge of collateral in favor of the collateral agent, including pursuant to security documents delivered after the date of the indenture governing the notes, might be avoidable by the pledgor (as debtor-in-possession) or by its trustee in bankruptcy if certain events or circumstances exist or occur, including, among others, if the pledgor is insolvent at the time of the pledge, the pledge permits the holders of the notes to receive a greater recovery than if the pledge had not been given and a bankruptcy proceeding in respect of the pledgor is commenced within 90 days following the pledge or, in certain circumstances, a longer period.
The collateral is subject to casualty risks.
We maintain what we have determined to be adequate insurance against hazards to the extent insured against by corporations operating businesses of a similar nature in the same or similar localities. There are, however, certain losses that may be either uninsurable or not economically insurable, in whole or in part. If there is a total or partial loss of any of the pledged collateral, we cannot assure you that any insurance proceeds received by us will be sufficient to satisfy all the secured obligations, including the notes.
 
-16-

Table of Contents
Repayment of our debt, including the notes, is dependent on cash flow generated by our subsidiaries.
Sears Holdings Corporation is a holding company with no material assets other than the equity interests of its subsidiaries. Our subsidiaries conduct substantially all of our operations and own substantially all of our assets. Repayment of our indebtedness, including the notes, is dependent on the generation of cash flow by our subsidiaries and their ability to make such cash available to us, by dividend, debt repayment or otherwise. Unless they are guarantors of the notes, our subsidiaries do not have any obligation to pay amounts due on the notes. Each of our subsidiaries is a distinct legal entity and, under certain circumstances, legal and contractual restrictions may limit our ability to obtain cash from our subsidiaries. Our subsidiaries may not be able, or be permitted, to make distributions to enable us to make payments in respect of our indebtedness, including the notes. The indenture governing the notes does not place any limits on the ability of our subsidiaries to incur consensual restrictions on their ability to pay dividends or make other intercompany payments to us. In the event that we do not receive distributions from our subsidiaries, we may be unable to make required principal and interest payments on our indebtedness, including the notes.
The notes will be effectively subordinated to the claims of the creditors of our non-guarantor subsidiaries.
We conduct a substantial portion of our business through our subsidiaries. Certain of our subsidiaries will not guarantee the notes, including Orchard Supply Hardware Stores Corporation and Sears Canada Inc. and their respective subsidiaries. Claims of creditors of our non-guarantor subsidiaries, including trade creditors, will generally have priority with respect to the assets and earnings of such subsidiaries over the claims of creditors of Holdings, including holders of the notes. The indenture governing the notes does not prohibit the incurrence of additional indebtedness by our non-guarantor subsidiaries in the future.
We may be unable to purchase the notes upon a change of control triggering event or a collateral coverage event.
Upon the occurrence of a change of control triggering event or a collateral coverage event, each as defined in the indenture governing the notes, we will be required to offer to purchase (x) in the case of a change of control triggering event, all of the notes and (y) in the case of a collateral coverage event, a principal amount of notes necessary to cure the collateral coverage shortfall, in each case, at a price equal to 101% of the principal amount of the notes, plus accrued interest and additional interest, if any. A change of control will constitute an event of default under our existing senior secured revolving credit facility that permits the lenders to accelerate the maturity of the borrowings thereunder and may trigger similar rights under our other indebtedness then outstanding and may therefore effectively prohibit us from repurchasing any notes. The failure to repurchase the notes would result in an event of default under the notes. In the event of a change of control triggering event or a collateral coverage event, we may not have sufficient funds to purchase the requisite amount of the notes and to repay the amounts outstanding under our existing senior secured revolving credit facility or other indebtedness.
The covenants relating to the notes are limited and do not restrict our ability to incur additional debt, repurchase our equity or to take other actions that could negatively impact holders of the notes.
The covenants in the indenture governing the notes are limited. We are not restricted under the terms of the indenture or the notes from incurring additional indebtedness, and under specified circumstances, we may create additional liens. In particular, the indenture contains no limitations on our ability to incur indebtedness, pay dividends or repurchase our equity interests or, prior to the occurrence of a “Fall-Away Event” (as defined in the “Certain Definitions” section of the “Description of the Exchange Notes”), grant liens on any of our assets other than the collateral. Our total debt (total debt includes short-term borrowings, current portion of long-term debt and capitalized lease obligations and long-term debt and capitalized lease obligations) as of January 29, 2011 was approximately $3.5 billion. In addition as of January 29, 2011, we had $235 million of letters of credit outstanding under our senior secured revolving credit facilities and our availability was $2.2 billion. Additional
 
-17-

Table of Contents
indebtedness and, generally, our ability to recapitalize, incur additional debt, secure existing or future debt and take a number of other actions that are not limited by the terms of the indenture and the notes could have important consequences for you. For example, it could:
 
 	•	 	make it difficult for us to satisfy our obligations with respect to the notes;	
 
 	•	 	increase our vulnerability to general adverse economic and industry conditions;	
 
 	•	 	require us to dedicate a portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of cash flow to fund working capital, capital expenditures, acquisitions and investments and other general corporate purposes;	
 
 	•	 	make it difficult for us to optimally capitalize and manage the cash flow for our businesses;	
 
 	•	 	limit our flexibility in planning for, or reacting to, changes in our businesses and the markets in which we operate;	
 
 	•	 	place us at a competitive disadvantage compared to our competitors that have less debt; and	
 
 	•	 	limit our ability to borrow additional funds.	
In addition, it is possible that we may need to incur additional indebtedness in the future in the ordinary course of business or otherwise. Furthermore, if future debt financing is not available to us when required or is not available on acceptable terms, we may be unable to grow our business, take advantage of business opportunities, respond to competitive pressures or refinance maturing debt, any of which could have a material and adverse effect on our operating results and financial condition.
Your ability to transfer the exchange notes may be limited by the absence of an active trading market, and there is no assurance that any active trading market will develop for the exchange notes.
The exchange notes will constitute a new issue of securities for which there is no established trading market. We do not intend to have the exchange notes listed on a national securities exchange or to arrange for a quotation on any automated dealer quotation systems. The initial purchasers of the old notes have advised us that they intend to make a market in the exchange notes, as permitted by applicable laws and regulations; however, the initial purchasers are not obligated to make a market in the exchange notes and they may discontinue their market-making activities at any time without notice. Therefore, we cannot assure you as to the development or liquidity of any trading market for the exchange notes. The liquidity of any market for the exchange notes will depend on a number of factors, including:
 
 	•	 	the number of holders of exchange notes,	
 
 	•	 	our operating performance and financial condition,	
 
 	•	 	the market for similar securities,	
 
 	•	 	the interest of securities dealers in making a market in the exchange notes, and	
 
 	•	 	prevailing interest rates.	
Historically, the market for debt securities similar to the exchange notes has been subject to disruptions that have caused substantial volatility in the prices of securities similar to the exchange notes. We cannot assure you that the market, if any, for the exchange notes will be free from similar disruptions or that any such disruptions may not adversely affect the prices at which you may sell your exchange notes. Therefore, we cannot assure you that you will be able to sell your exchange notes at a particular time or that the price you receive when you sell will be favorable.
 
-18-

Table of Contents
You may not receive the exchange notes in the exchange offer if the exchange offer procedures are not properly followed.
We will issue the exchange notes in exchange for your old notes only if you properly tender the old notes before expiration of the exchange offer. Neither we nor the exchange agent are under any duty to give notification of defects or irregularities with respect to the tenders of the old notes for exchange. If you are the beneficial holder of old notes that are held through your broker, dealer, commercial bank, trust company or other nominee, and you wish to tender such notes in the exchange offer, you should promptly contact the person through whom your old notes are held and instruct that person to tender on your behalf.
Broker-dealers may become subject to the registration and prospectus delivery requirements of the Securities Act and any profit on the resale of the exchange notes may be deemed to be underwriting compensation under the Securities Act.
Any broker-dealer that acquires exchange notes in the exchange offer for its own account in exchange for old notes which it acquired through market-making or other trading activities must acknowledge that it will comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction by that broker-dealer. Any profit on the resale of the exchange notes and any commission or concessions received by a broker-dealer may be deemed to be underwriting compensation under the Securities Act.
If you do not exchange your old notes, they may be difficult to resell.
It may be difficult for you to sell old notes that are not exchanged in the exchange offer, since any old notes not exchanged will continue to be subject to the restrictions on transfer described in the legend on the global security representing the outstanding old notes. These restrictions on transfer exist because we issued the old notes pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws. Generally, the old notes that are not exchanged for exchange notes will remain restricted securities. Accordingly, those old notes may not be offered or sold, unless registered under the Securities Act and applicable state securities laws, except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws.
 
-19-

Table of Contents
USE OF PROCEEDS
We will not receive cash proceeds from the issuance of the exchange notes under the exchange offer. In consideration for issuing the exchange notes in exchange for old notes as described in this prospectus, we will receive old notes of equal principal amount. The old notes surrendered in exchange for the exchange notes will be retired and cancelled.
 
-20-

Table of Contents
DESCRIPTION OF THE EXCHANGE NOTES
As used below, the terms “we,” “us,” “our,” the “Company” and “Holdings” refer only to Sears Holdings Corporation and not to any of its Subsidiaries. The definitions of certain capitalized terms used in this Description of the Exchange Notes are set forth below under “— Certain Definitions.”
General
The old notes were, and the exchange notes will be, issued under an indenture, dated as of October 12, 2010, among Sears Holdings Corporation, as Issuer, the Subsidiary Guarantors and Wells Fargo Bank, National Association, as trustee and collateral agent (the “Trustee”), as supplemented by the First Supplemental Indenture, dated as of April 5, 2011, by and among Sears Holdings Corporation, the Guarantors (as defined in the Indenture), Private Brands, Ltd., and the Trustee (the “Indenture”). Except as described below under “Release of Collateral”, the Indenture will be subject to and governed by the Trust Indenture Act of 1939, as amended (the “TIA”). The terms of the notes include those stated in the Indenture and those made part of the Indenture by reference to the TIA.
The following is a summary of the material terms and provisions of the notes, the Indenture and the Security Documents. However, this summary does not purport to be a complete description of the notes, the Indenture or the Security Documents and is subject to the detailed provisions of, and qualified in its entirety by reference to, the notes, the Indenture and the Security Documents, copies of which are available from the Company upon request. We urge you to read the notes, the Indenture and the Security Documents carefully because they, and not the following description, will govern your rights as a holder of the notes.
Maturity, Interest, Form and Denomination
The old notes were issued in an original aggregate principal amount of $1,250,000,000, including $250,000,000 aggregate principal amount of notes sold to the Company’s domestic pension plan. The notes will mature on October 15, 2018 and will bear interest at the rate of 6  5 / 8 % per year.
Interest on the notes is payable semiannually in arrears on April 15 and October 15 of each year commencing on April 15, 2011 in the case of the old notes and October 15,2011 in the case of the exchange notes to holders of record of the notes on the preceding April 1 and October 1, respectively. If an interest payment date falls on a day that is not a business day, interest is payable on the next succeeding business day with the same force and effect as if made on such interest payment date. Interest on the notes is calculated on the basis of a 360-day year of twelve 30-day months.
The notes will be issued only in fully registered form in denominations of $2,000 and integral multiples of $1,000 in excess of that amount. The registered holder of a note will be treated as the owner of such note for all purposes of the Indenture.
Further Issuances of Notes
We may, from time to time, without the consent of the existing holders of the notes, issue additional notes (“Additional Notes”) under the Indenture having the same terms as the notes in all respects, except for the issue date, the issue price and the initial interest payment date to the extent permitted under “— Certain Covenants — Limitation on Liens.” Any such Additional Notes will be consolidated with and form a single series with the notes for all purposes of the Indenture.
 
-21-

Table of Contents
Ranking
The notes are our senior secured obligations and:
 
 	•	 	rank equally in right of payment with all our other senior indebtedness from time to time outstanding;	
 
 	•	 	rank senior in right of payment to any of our future indebtedness, if any, from time to time outstanding that is expressly subordinated to the notes;	
 
 	•	 	rank effectively junior to all of our secured indebtedness, from time to time outstanding, that is secured by a lien on assets other than the Collateral or by a lien on the Collateral ranking prior to the lien on the Collateral securing the notes, including our guarantee of the indebtedness under the Credit Agreement and our obligations in respect of certain banking and cash management arrangements, in each case, to the extent of the value of the collateral securing such indebtedness;	
 
 	•	 	rank effectively senior to all of our unsecured indebtedness, to the extent of the value of the notes’ security interest in the Collateral owned by us;	
 
 	•	 	rank effectively junior to all indebtedness and liabilities of our Subsidiaries that are not Subsidiary Guarantors to the extent of the value of such Subsidiaries; and	
 
 	•	 	are guaranteed by the Subsidiary Guarantors on a senior secured basis as described below under “— Subsidiary Guarantees.”	
Each Subsidiary Guarantee is the senior secured obligation of the applicable Subsidiary Guarantor and:
 
 	•	 	ranks equally in right of payment with all other senior indebtedness of such Subsidiary Guarantor from time to time outstanding;	
 
 	•	 	ranks senior in right of payment to any future indebtedness, if any, of such Subsidiary Guarantor from time to time outstanding that is expressly subordinated to such Subsidiary Guarantor’s Subsidiary Guarantee;	
 
 	•	 	ranks effectively junior to all of such Subsidiary Guarantor’s secured indebtedness, from time to time outstanding, that is secured by a lien on assets other than the Collateral or by a lien on the Collateral ranking prior to the lien on the Collateral securing the notes, including such Subsidiary Guarantor’s indebtedness, or guarantee of indebtedness, under our Credit Agreement and our obligations in respect of certain banking and cash management arrangements, in each case, to the extent of the value of the collateral of such Subsidiary Guarantor securing such indebtedness; and	
 
 	•	 	ranks effectively senior to all of the unsecured indebtedness of the Subsidiary Guarantors, to the extent of the value of the notes’ security interest in the Collateral owned by the Subsidiary Guarantors.	
Subsidiary Guarantees
The notes are guaranteed (each such guarantee being referred to as a “Subsidiary Guarantee”) on a joint and several, senior secured basis by each of our Domestic Subsidiaries that is a borrower under, or a guarantor of, our Credit Agreement (each such Subsidiary being referred to as a “Subsidiary Guarantor”). Additional Domestic Subsidiaries will be required to become Subsidiary Guarantors to the extent set forth below under “— Certain Covenants — Additional Subsidiary Guarantees.” Each Subsidiary Guarantee provides that the obligations of the applicable Subsidiary Guarantor thereunder will be limited to the extent necessary to prevent such obligations from constituting a fraudulent conveyance or fraudulent transfer under federal or state law.
The Indenture provides that the Subsidiary Guarantee of a Subsidiary Guarantor will be automatically and unconditionally released:
 
 	•	 	in the event of a sale or other transfer of Equity Interests in such Subsidiary Guarantor or dissolution of such Subsidiary Guarantor in compliance with the terms of the Indenture following which such Subsidiary Guarantor ceases to be a Subsidiary;	
 
-22-

Table of Contents
 	•	 	upon such Subsidiary Guarantor ceasing to be a borrower or guarantor under any Credit Agreement and our delivery of an officer’s certificate to the Trustee requesting the release and an opinion of counsel; or	
 
 	•	 	in connection with a satisfaction and discharge or defeasance of the Indenture in accordance with the provisions described below.	
Security
The obligations of the Company with respect to the notes, the obligations of the Subsidiary Guarantors under the Subsidiary Guarantees, and the performance of all other obligations of the Company and the Subsidiary Guarantors under or relating to the Indenture are, subject to Permitted Liens and the terms of the Intercreditor Agreement, secured by security interests in the following assets of the Company and the Subsidiary Guarantors, in each case whether now owned or hereafter acquired (the “Collateral”):
 
 	•	 	all Credit Card Accounts Receivable;	
 
 	•	 	all Chattel Paper (as defined in the UCC) relating to Credit Card Accounts Receivable;	
 
 	•	 	all Instruments (as defined in the UCC) relating to Credit Card Accounts Receivable;	
 
 	•	 	all Inventory;	
 
 	•	 	all documents relating to the Inventory;	
 
 	•	 	all books and records pertaining to the Collateral; and	
 
 	•	 	to the extent not otherwise included, all Proceeds (as defined in the UCC), insurance claims, Supporting Obligations (as defined in the UCC) and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing.	
The Collateral is pledged pursuant to a security agreement (the “Security Agreement”) by and among the Company, the Subsidiary Guarantors and the Trustee, in its capacity as collateral agent (in such capacity, the “Collateral Agent”) or other grants or transfers for security executed and delivered by the Company or the applicable Subsidiary Guarantor to the Collateral Agent for the benefit of the Collateral Agent, the Trustee and the holders of the notes. The Collateral does not include certain pharmacy receivables, prescription lists and deposit accounts that are currently pledged as collateral under our Credit Agreement.
To the extent any Pari Passu Junior Lien Obligations are secured by the Security Agreement, the Security Agreement provides that enforcement of the Liens on the Collateral shall, subject to the Intercreditor Agreement, be in accordance with instructions from the holders of a majority in aggregate principal amount of the notes and such Pari Passu Junior Lien Obligations voting as a single class (subject to the Collateral Agent’s right to require indemnity from such Persons prior to taking any enforcement action) and that proceeds of Collateral received upon enforcement or in connection with any insolvency or liquidation proceeding shall, subject to the Intercreditor Agreement and following payment of all compensation and expenses (including the fees and expenses of counsel and experts) of the Collateral Agent in its capacity as such, of the Trustee in its capacity as such and of any agent for the holders of Pari Passu Junior Lien Obligations in its capacity as such, be paid to the Trustee and the agent(s) for the holders of Pari Passu Junior Lien Obligations on a  pro rata  basis (based on the amount of obligations owing under the Indenture and the agreements governing such Pari Passu Junior Lien Obligations).
Use of Collateral
Unless an Event of Default shall have occurred and be continuing and the Collateral Agent shall have commenced enforcement of remedies under the Security Documents, the Company will have the right to remain in possession and retain exclusive control of the Collateral, to freely operate the Collateral and to collect, invest and dispose of any income thereon.
 
-23-

Table of Contents
Release of Collateral
The Indenture and the Security Documents provide that the Liens on the Collateral pursuant to the Security Documents will automatically and without the need for any further action by any Person be released under any of the following circumstances:
 
 	•	 	as to any property, or portion thereof, subject to such Liens which has been taken by eminent domain, condemnation or other similar circumstances;	
 
 	•	 	in whole upon:	
 
 	•	 	a satisfaction and discharge of the Indenture as set forth below under “— Satisfaction and Discharge”; or	
 
 	•	 	a defeasance of the Indenture as set forth below under “— Defeasance — Defeasance and Discharge” or a defeasance of certain provisions of the Indenture in accordance with “— Defeasance — Defeasance of Certain Covenants”;	
 
 	•	 	as to any property that (a) is sold, transferred or otherwise disposed of by the Company or any Subsidiary Guarantor (other than to the Company or another Subsidiary Guarantor) in a transaction not prohibited by the Indenture at the time of such transfer or disposition or (b) is owned or at any time acquired by a Subsidiary Guarantor that has been released from its Subsidiary Guarantee, concurrently with the release of such Subsidiary Guarantee;	
 
 	•	 	in accordance with the applicable provisions of the Intercreditor Agreement;	
 
 	•	 	as described under “— Modification of the Indenture” below; and	
 
 	•	 	upon the occurrence of a Fall-Away Event.	
To the extent applicable, the Company will comply with Section 314(a) of the TIA, relating to reports, and, following qualification of the Indenture under the TIA (if required), Section 314(d) of the TIA, relating to the release of property and to the substitution therefor of any property to be pledged as Collateral for the notes. Any certificate or opinion required by Section 314(d) of the TIA may be made by an officer of the Company except in cases where Section 314(d) requires that such certificate or opinion be made by an independent engineer, appraiser or other expert we appoint, who shall be approved by the Trustee.
Certain Limitations on the Collateral
Perfection of Liens
Apart from the filing of UCC-1 financing statements, the Company and the Subsidiary Guarantors are required by the Security Documents and the Indenture to take only limited actions to perfect the security interest of the Collateral Agent in the Collateral. To the extent the security interest of the Collateral Agent is not perfected under applicable law in any item of Collateral, such security interest will generally be unenforceable against third parties, and neither the Company, any Subsidiary Guarantor, the Trustee or the Collateral Agent shall have any responsibility therefor.
Certain Bankruptcy Limitations
In addition to the restrictions set forth in the Intercreditor Agreement, the right of the Collateral Agent to take possession and dispose of the Collateral following an Event of Default is likely to be significantly impaired by applicable bankruptcy law if a bankruptcy proceeding were to be commenced by or against the Company or the Subsidiary Guarantors prior to the Collateral Agent having taken possession and disposed of the Collateral. Under the U.S. Bankruptcy Code, a secured creditor is prohibited from taking its security from a debtor in a bankruptcy case, or from disposing of security taken from such debtor, without bankruptcy court approval. Moreover, the U.S. Bankruptcy Code permits the debtor in certain circumstances to continue to retain and to use
 
-24-

Table of Contents
collateral owned as of the date of the bankruptcy filing (and the proceeds, products, offspring, rents or profits of such collateral) even though the debtor is in default under the applicable debt instruments;  provided  that the secured creditor is given “adequate protection.” The meaning of the term “adequate protection” may vary according to circumstances. In view of the lack of a precise definition of the term “adequate protection” and the broad discretionary powers of a bankruptcy court, it is impossible to predict how long payments under the notes could be delayed following commencement of a bankruptcy case, whether or when the Collateral Agent could repossess or dispose of the Collateral, or whether or to what extent holders would be compensated for any delay in payment or loss of value of the Collateral through the requirement of “adequate protection.”
Furthermore, in the event a bankruptcy court determines the value of the Collateral (after taking into account the prior claims relating to First Lien Obligations) is not sufficient to repay all amounts due on the notes and any other Pari Passu Junior Lien Obligations, the holders of the notes and such other Pari Passu Junior Lien Obligations would hold secured claims to the extent of the remaining value of the Collateral, and would hold unsecured claims with respect to any shortfall. Applicable federal bankruptcy laws do not permit the payment and/or accrual of post-petition interest, costs and attorneys’ fees during a debtor’s bankruptcy case unless the claims are oversecured or the debtor is solvent at the time of reorganization. In addition, if the Company or any Subsidiary Guarantor were to become the subject of a bankruptcy case, the bankruptcy court, among other things, may avoid certain prepetition transfers made by the entity that is the subject of the bankruptcy filing, including, without limitation, transfers held to be preferences or fraudulent conveyances.
Intercreditor Agreement
The Collateral Agent, on behalf of the Trustee, the holders of notes and the holders of any Pari Passu Junior Lien Obligations for which the Collateral Agent serves as collateral agent under the Security Agreement, the co-collateral agents under the Credit Agreement (collectively, the “Credit Agreement Collateral Agent”), on behalf of the holders of the obligations under the Credit Agreement and obligations under certain banking and cash management arrangements secured with such Credit Agreement obligations (collectively, the “Credit Agreement Obligations”), the Company and the Subsidiary Guarantors have entered into an intercreditor agreement, dated as of October 12, 2010 and may enter into one or more additional intercreditor agreements (collectively, the “Intercreditor Agreement”), that set forth the relative priority of the Liens securing the First Lien Obligations and the Liens securing the obligations under the notes and the Indenture (the “Notes Obligations”) and any Pari Passu Junior Lien Obligations, as well as certain other rights, priorities and interests of the holders of the First Lien Obligations, the holders of the notes and the holders of any Pari Passu Junior Lien Obligations.
The Intercreditor Agreement provides, among other things:
 
 	•	 	Lien Priority. Notwithstanding the time, order or method of grant, creation, attachment or perfection of any Liens securing any First Lien Obligations (the “Credit Agreement Liens”), or the Liens securing the notes and any Pari Passu Junior Lien Obligations (together, the “Note Liens”) (or the enforceability of any such Liens or Obligations), the Credit Agreement Liens on the Collateral will rank senior to any Note Liens on the Collateral. To the extent the Collateral Agent obtains any Note Liens on any assets of the Company or any Subsidiary Guarantor that are not subject to the Credit Agreement Liens, such assets shall be treated as being subject to Credit Agreement Liens for purposes of the Intercreditor Agreement.	
 
 	•	 	Prohibition on Contesting Liens and Obligations. No holder of any note or Pari Passu Junior Lien Obligations may contest the validity or enforceability of the Credit Agreement Liens and no holder of any First Lien Obligations may contest the validity or enforceability of the Note Liens.	
 
 	•	 	Exercise of Remedies and Release of Liens. Until the payment and discharge in full in cash of the First Lien Obligations and the termination of the obligations of the lenders under the Credit Agreement to extend credit to the Company or any of the Subsidiary Guarantors (the “Discharge of First Lien	
 
-25-

Table of Contents
 	Obligations”), the First Lien Collateral Agent will have the sole power to exercise remedies against the Collateral (subject to the right of the Collateral Agent and the holders of notes and Pari Passu Junior Lien Obligations to take limited protective measures with respect to the Note Liens) and to foreclose upon and dispose of the Collateral. Upon (i) any private or public sale of Collateral taken in connection with the exercise of remedies by the First Lien Collateral Agent or (ii) any sale of the Collateral permitted by the Credit Agreement or consented to by the holders of First Lien Obligations, in each case, which results in the release of the Credit Agreement Lien on such item of Collateral, the Note Lien on such item of Collateral will be automatically released.	
 
 	•	 	Application of Proceeds and Turn-Over Provisions. In connection with any enforcement action with respect to the Collateral or any insolvency or liquidation proceeding, all proceeds of Collateral will first be applied to the repayment of all First Lien Obligations, as applicable, before being applied to any obligations under the notes or any Pari Passu Junior Lien Obligations. If any holder of a note or of Pari Passu Junior Lien Obligations receives any proceeds of Collateral in contravention of the foregoing, such proceeds will be turned over to the First Lien Collateral Agent, for application in accordance with the foregoing.	
 
 	•	 	Amendment and Refinancings. The First Lien Obligations, the Notes Obligations and any Pari Passu Junior Lien Obligations may be amended or refinanced (so long as, in the case of a refinancing of the notes or any Pari Passu Junior Lien Obligations, such refinancing does not result in the obtaining of any Lien on assets not subject to the Credit Agreement Liens or otherwise contravene the terms of the Intercreditor Agreement) subject to continuing rights and obligations of the holders of such refinancing indebtedness under the Intercreditor Agreement.	
 
 	•	 	Certain Matters in Connection with Liquidation and Insolvency Proceedings.	
 
 	•	 	Debtor-in-Possession Financings. In connection with any insolvency or liquidation proceeding of the Company or any Subsidiary Guarantor, the First Lien Collateral Agent or holders of First Lien Obligations may consent to debtor-in-possession financings secured by a Lien on the Collateral ranking prior to the Note Lien on such Collateral (so long as any such Lien ranks equally with or prior to the Credit Agreement Lien on such Collateral) or to the use of cash collateral constituting proceeds of the Collateral without the consent of any holder of a note or Pari Passu Junior Lien Obligations, and no holder of a note or Pari Passu Junior Lien Obligations shall be entitled to object to such use of cash collateral or debtor-in-possession financing or to seek “adequate protection” in connection therewith;  provided  that, to the extent that the holders of First Lien Obligations are granted any additional Liens on any assets of the Company or any Subsidiary Guarantor in any insolvency or liquidation proceeding, the holders of notes and the holders of Pari Passu Junior Lien Obligations will be entitled to seek a Lien on such additional assets, which Lien shall be junior to the Liens on such assets securing the First Lien Obligations to the same extent as is applicable to the Note Liens (however, the obtaining of any such Lien shall not be a condition to the obligations of the holders of notes as provided above). Additionally, the holders of notes and the holders of Pari Passu Junior Lien Obligations are prohibited by the Intercreditor Agreement from offering debtor-in-possession financings that would compete with debtor-in-possession financings supported by the holders of First Lien Obligations.	
 
 	•	 	Relief from Automatic Stay; Bankruptcy Sales and Post-Petition Interest. No holder of a note or any Pari Passu Junior Lien Obligations may, prior to the Discharge of First Lien Obligations, (x) seek relief from the automatic stay with respect to any Collateral, (y) object to any sale of any Collateral in any insolvency or liquidation proceeding which has been consented to by the First Lien Collateral Agent ( provided  that the Credit Agreement Liens and the Note Liens attach to the proceeds of such sale with the priority set forth in the Intercreditor Agreement) or (z) object to any claim of any holder of First Lien Obligations to post-petition interest, fees or expenses constituting First Lien Obligations. No holder of a note or any Pari Passu Junior Lien Obligations may oppose any request by the holders of First Lien Obligations for adequate protection or any	
 
-26-

Table of Contents
 	objection by the holders of the First Lien Obligations to any motion on the basis of a lack of adequate protection for the Credit Agreement Liens.	
 
 	•	 	Plans of Reorganization. The Credit Agreement Collateral Agent, the Collateral Agent and any holder of any First Lien Obligations, notes or Pari Passu Junior Lien Obligations may support any plan of reorganization and file any proof of claim in any insolvency or liquidation proceeding which, in each case, are in accordance with the intercreditor provisions described above.	
Optional Redemption
Make-Whole Redemption
The notes are redeemable in whole or in part, at our option, at any time and from time to time at a redemption price equal to the greater of (1) 100% of the principal amount of the notes to be redeemed and (2) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date at the Treasury Rate, plus 50 basis points, plus accrued interest thereon to the date of redemption.
Notice of any redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each holder of notes to be redeemed.
Unless we default in payment of the redemption price, on and after the redemption date, interest will cease to accrue on the notes or portions thereof called for redemption.
Change of Control
If a Change of Control Triggering Event occurs with respect to the notes, unless we have exercised our option to redeem such notes as described above, holders of the notes will have the right to require us to make an offer (a “Change of Control Offer”) to each holder of notes with respect to which such Change of Control Triggering Event has occurred to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that holder’s notes on the terms set forth in the Indenture. In a Change of Control Offer, we will be required to offer payment in cash equal to 101% of the aggregate principal amount of notes repurchased, plus accrued and unpaid interest, if any, on the notes repurchased to the date of repurchase (a “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at our option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice will be mailed to holders of the notes, with a copy to the Trustee, describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such notes on the date specified in the applicable notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed (a “Change of Control Payment Date”). The notice will, if mailed prior to the date of consummation of the Change of Control, state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior to the applicable Change of Control Payment Date.
On the Change of Control Payment Date, we will, to the extent lawful:
 
 	•	 	accept for payment all notes or portions of notes properly tendered pursuant to the Change of Control Offer;	
 
 	•	 	deposit with the paying agent an amount equal to the Change of Control Payment in respect of all notes or portions of notes properly tendered; and	
 
 	•	 	deliver or cause to be delivered to the Trustee the notes properly accepted together with an officers’ certificate stating the aggregate principal amount of notes or portions of notes being purchased.	
 
-27-

Table of Contents
We will not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by us and the third party repurchases all notes properly tendered and not withdrawn under its offer.
We will comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Indenture, we will comply with those securities laws and regulations and will not be deemed to have breached our obligations under the Change of Control Offer provisions of the Indenture by virtue of any such conflict.
The definition of “Change of Control” includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance or other disposition of “all or substantially all” of the properties or assets of the Company and its Subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a holder of notes to require the Company to repurchase its notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of the assets of the Company and its Subsidiaries taken as a whole to another Person may be uncertain.
Collateral Coverage Offer
If prior to the occurrence of a Fall-Away Event, a Collateral Coverage Event occurs, unless we have exercised our option to redeem such notes as described above, we will be required to make an offer (a “Collateral Coverage Offer”) to each holder of notes to repurchase a portion (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that holder’s notes on the terms set forth in the Indenture up to an aggregate principal amount of notes for all holders equal to the Collateral Coverage Required Amount. In a Collateral Coverage Offer, we will be required to offer payment in cash equal to 101% of the aggregate principal amount of notes repurchased, plus accrued and unpaid interest, if any, on the notes repurchased to the date of repurchase (a “Collateral Coverage Event Payment”). Within 30 days following any Collateral Coverage Event, a notice will be mailed to holders of the notes, with a copy to the Trustee, describing the circumstances requiring such Collateral Coverage Offer and offering to repurchase the Collateral Coverage Required Amount of notes on the date specified in the applicable notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed (a “Collateral Coverage Payment Date”).
On the Collateral Coverage Payment Date, we will, to the extent lawful:
 
 	•	 	accept for payment all notes or portions of notes properly tendered pursuant to the Collateral Coverage Offer; provided that in the event the aggregate principal amount of notes validly tendered for purchase in a Collateral Coverage Offer exceeds the Collateral Coverage Required Amount for such offer, we will, subject to applicable procedures of the Depositary, accept for payment only the Collateral Coverage Required Amount of notes on a  pro rata  basis from the holders who have validly tendered their notes in such offer (subject to rounding so that all remaining notes are in a minimum principal amount of $2,000 and in whole multiples of $1,000 in excess thereof);	
 
 	•	 	deposit with the paying agent an amount equal to the Collateral Coverage Event Payment in respect of all notes or portions of notes required to be accepted for payment as provided above; and	
 
 	•	 	deliver or cause to be delivered to the Trustee the notes accepted for purchase together with an officers’ certificate stating the aggregate principal amount of notes or portions of notes being purchased.	
We will comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the notes as a result of a Collateral Coverage Event. To the extent that the provisions of any such
 
-28-

Table of Contents
securities laws or regulations conflict with the Collateral Coverage Offer provisions of the Indenture, we will comply with those securities laws and regulations and will not be deemed to have breached our obligations under the Collateral Coverage Offer provisions of the Indenture by virtue of any such conflict.
Certain Covenants
Limitation on Liens
The Indenture provides that the Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or permit or suffer to exist any Liens (other than Permitted Liens) of any kind against or upon (i) prior to the occurrence of a Fall-Away Event, the Collateral or any proceeds thereof and (ii) from and after the occurrence of a Fall-Away Event, any property or assets of the Company or any of its Restricted Subsidiaries or any proceeds thereof, in each case, to secure indebtedness for borrowed money and whether such assets are owned on the Issue Date or acquired after the Issue Date.
Limitation on Sale and Leaseback Transactions
The Indenture provides that the Company will not, and will not permit any Restricted Subsidiary to, enter into any arrangement with any Person providing for the sale by us or any Restricted Subsidiary of any property more than 180 days following the Company’s or such Restricted Subsidiary’s acquisition of such property, with the intention of taking back a lease of such property (a “Sale and Leaseback Transaction”) unless the terms of such sale or transfer have been determined by the Company’s board of directors to be fair and arm’s-length and either:
 
 	(a)	within 12 months after the receipt of the proceeds of the sale or transfer, the Company or any of its Subsidiaries applies an amount equal to the net proceeds of the sale or transfer to the prepayment or retirement of indebtedness (other than any indebtedness that is subordinated to the notes); or	
 
 	(b)	the Company or such Restricted Subsidiary would be entitled, at the effective date of the sale or transfer, to incur indebtedness secured by a Lien on such property (and such Attributable Debt shall be deemed to be secured by a Lien on such property) in an amount at least equal to the Attributable Debt in respect of the Sale and Leaseback Transaction pursuant to the covenant described under “— Limitation on Liens.”	
The foregoing restriction in the paragraph above will not apply to any Sale and Leaseback Transaction (i) for a term of not more than three years including renewals; or (ii) between the Company and a Subsidiary or between Subsidiaries,  provided  that the lessor is the Company or a wholly owned Subsidiary of the Company.
Additional Subsidiary Guarantees
If, after the Issue Date, any of our Domestic Subsidiaries becomes a Specified Subsidiary, then, we will be required to cause such Specified Subsidiary (unless such Specified Subsidiary is already a Subsidiary Guarantor) to:
 
 	(a)	execute and deliver to the Trustee a supplemental indenture pursuant to which such Specified Subsidiary shall unconditionally guarantee all of our obligations under the notes and the Indenture and, unless a Fall-Away Event has occurred, enter into joinders to the Security Documents to grant the Collateral Agent a Lien on the assets of such Subsidiary constituting Collateral; and	
 
 	(b)	deliver to the Trustee one or more opinions of counsel that, subject to customary qualifications, such supplemental indenture and guarantee (i) have been duly authorized, executed and delivered by such Subsidiary and (ii) constitute valid and legally binding obligations of such Subsidiary, enforceable in accordance with their terms.	
 
-29-

Table of Contents
Limitations on Mergers and Sales of Assets
The Indenture provides that the Company will not consolidate with or merge into another Person, or sell other than for cash or lease all or substantially all our assets to another Person, unless
 
 	•	 	either the Company is the continuing Person or the successor Person (if other than the Company) expressly assumes by supplemental indenture the obligations of the Company under the Indenture and the notes (in which case, except in the case of such a lease, we will be discharged from these obligations); and	
 
 	•	 	immediately after the merger, consolidation, sale or lease, no Default shall have occurred and be continuing.	
Reports
Whether or not required by the rules and regulations of the SEC, so long as any notes are outstanding, the Indenture provides that we will file with the SEC (unless the SEC will not accept such filings) and furnish to the Trustee and the holders of notes all quarterly and annual financial information (including a Management’s Discussion and Analysis of Financial Condition and Results of Operations) that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the notes were registered under the Exchange Act and on or prior to the dates on which such filings with the SEC would be required to be made.
In addition, together with each delivery of quarterly or annual financial information, we will deliver to the Trustee a Collateral Coverage Certificate.
The Company shall also, for so long as any notes remain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise furnishing such information pursuant to Rule 12g3-2(b) of the Exchange Act, furnish to the holders of the notes and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
Notwithstanding the foregoing, if the Company is exempt from the requirements of Section 13 or 15(d) of the Exchange Act under Rule 12h-5 of the Exchange Act, the Company shall not be required to file such reports and documents with the SEC under Section 13 or 15(d) of the Exchange Act (or any successor provisions thereto) or provide such annual reports and such information, documents and other reports to the Trustee and the holders of the notes so long as (i) a direct parent entity that guarantees the notes files such annual reports and such information, documents and other reports with the SEC, (ii) such parent entity, the Company and each Subsidiary Guarantor are in compliance with the requirements set forth in Rule 3-10 of Regulation S-X under the Exchange Act and (iii) the Company provides the Trustee and holders of the notes with such annual reports and such information, documents and other reports filed by such parent entity.
Notwithstanding the foregoing, the Company will be deemed to have furnished such reports referred to above to the Trustee and the holders of the notes if the Company has filed such reports with the SEC via the EDGAR filing system and such reports are publicly available.
Defaults
The Indenture provides that each of the following will constitute an “Event of Default”:
 
 	•	 	default for 30 days in payment of interest upon any note;	
 
 	•	 	default in payment of principal or premium, if any, on any note when due;	
 
 	•	 	default, for 60 days after notice, in the performance of any other covenant in the Indenture;	
 
-30-

Table of Contents
 	•	 	certain events of bankruptcy or insolvency; and	
 
 	•	 	any Lien purported to be created by any Security Document on Collateral with a book value in excess of $100 million shall cease to be a valid and enforceable Lien except in accordance with the Security Documents and such failure continues for a period of 30 days after notice.	
A Default with respect to notes under the third and fifth bullets above is not an Event of Default until the Trustee (by notice to the Company) or the holders of at least 25% in aggregate principal amount of the outstanding notes (by notice to the Company and the Trustee) gives notice of the Default and the Company does not cure such Default within the time specified in said bullet points after receipt of such notice. Such notice must specify the Default, demand that it be remedied and state that such notice is a “Notice of Default.”
If an Event of Default (other than an Event of Default specified under the fourth bullet above) should occur and be continuing, either the Trustee or the holders of 25% in aggregate principal amount of the notes then outstanding may declare the notes due and payable. If an Event of Default specified under the fourth bullet above should occur, the notes shall become immediately due and payable without any declaration or other act on the part of the Trustee or any holder. Holders of a majority in aggregate principal amount of the notes then outstanding will be entitled to control certain actions of the Trustee under the Indenture and to waive certain past Defaults. Subject to the provisions of the Indenture relating to the duties of the Trustee, the Trustee will not be under any obligation to exercise any of the rights or powers vested in it by the Indenture at the request, order or direction of any of the holders of notes, unless one or more of such holders of notes shall have offered to the Trustee reasonable security or indemnity.
If an Event of Default occurs and is continuing, any sums held or received by the Trustee under the Indenture may be applied to reimburse the Trustee for its reasonable compensation and expenses incurred (including the fees and expenses of counsel and experts) prior to any payments to holders of the notes.
The right of any holder of notes to institute an action for any remedy (except such holder’s right to enforce payment of the principal of, and premium, if any, and interest on such holder’s note when due) will be subject to certain conditions precedent, including a written notice to the Trustee by such holder of the occurrence of one or more Events of Default, a request to the Trustee by the holders of not less than 25% in aggregate principal amount of the notes then outstanding to take action and an offer satisfactory to the Trustee of security and indemnity against liabilities incurred by it in so doing.
Satisfaction and Discharge
The Indenture and the guarantees will be discharged and will cease to be of further effect as to all outstanding notes when
 
 	(a)	either:	
 
 	(i)	all the notes that have been authenticated and delivered (except lost, stolen or destroyed notes which have been replaced or paid and notes for whose payment money has been deposited in trust or segregated and held in trust by us and thereafter repaid to us or discharged from this trust) have been delivered to the Trustee for cancellation, or	
 
 	(ii)	all notes not delivered to the Trustee for cancellation otherwise (x) have become due and payable, (y) will become due and payable, or may be called for redemption, within one year or (z) have been called for redemption pursuant to the provisions described under “ — Optional Redemption,” and, in any case, the Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds, in trust solely for the benefit of the holders of notes, U.S. legal tender, U.S. government obligations or a combination thereof, in such amounts as will be sufficient (without consideration of any reinvestment of such principal and interest), in the opinion of a nationally	
 
-31-

Table of Contents
 	recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge the entire indebtedness (including all principal and accrued interest) on the notes not theretofore delivered to the Trustee for cancellation,	
 
 	(b)	we have paid or caused to be paid all other sums payable by us under the Indenture, and	
 
 	(c)	we have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the notes at maturity or on the date of redemption, as the case may be.	
Defeasance
Defeasance and Discharge. The Indenture provides that we will be deemed to have paid and will be discharged from any and all obligations in respect of the notes after the deposit referred to below, and the provisions of the Indenture will no longer be in effect with respect to the notes (except for, among other matters, certain obligations to register the transfer or exchange of the notes, to replace stolen, lost or mutilated notes, to maintain paying agencies and to hold monies for payment in trust) if, among other things:
 
 	(1)	we have deposited with the Trustee, in trust, money and/or U.S. government obligations that through the payment of interest and principal in respect thereof in accordance with their terms will provide money in an amount sufficient (without consideration of any reinvestment of such principal and interest), in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay the principal of, premium, if any, and accrued interest on the notes on the stated maturity of such payments in accordance with the terms of the Indenture and the notes,	
 
 	(2)	we have delivered to the Trustee either (x) an opinion of counsel to the effect that the beneficial owners of the notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the exercise of our option under this “Defeasance” provision and will be subject to U.S. federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred, which opinion of counsel must be based upon (and accompanied by a copy of) a published ruling of the Internal Revenue Service or other change in applicable U.S. federal income tax law after the Issue Date to the same effect or (y) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned opinion of counsel, and	
 
 	(3)	immediately after giving effect to such deposit on a pro forma basis, no Event of Default, or event that after the giving of notice or lapse of time or both would become an Event of Default, shall have occurred and be continuing on the date of such deposit and such deposit shall not result in a breach or violation of, or constitute a default under, any other material agreement or instrument to which we or any of our Subsidiaries is a party or by which we or any of our Subsidiaries is bound.	
Defeasance of Certain Covenants. The Indenture further provides that the provisions of the Indenture described herein under “— Change of Control,” “— Collateral Coverage Offer” and all the covenants described herein under “— Certain Covenants” (other than “— Limitations on Mergers and Sales of Assets”) will no longer be in effect, and thereafter any omission to comply with such obligations shall be deemed not to be Events of Default upon, among other things, the deposit with the Trustee, in trust, of U.S. legal tender and/or U.S. government obligations that through the payment of interest and principal in respect thereof in accordance with their terms will provide money in an amount sufficient (without consideration of any reinvestment of such principal and interest), in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay the principal of, premium, if any, and accrued interest on the notes on the scheduled maturity of such payments in accordance with the terms of the Indenture and the notes, the satisfaction of the provisions described in clause (3) of the preceding paragraph and the delivery by us to the Trustee of an opinion of counsel to the effect that, among other things, the beneficial owners of the notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of
 
-32-

Table of Contents
such deposit and defeasance of certain covenants and will be subject to U.S. federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred.
In the event we exercise our option to omit compliance with certain covenants and provisions of the Indenture with respect to the notes as described in the immediately preceding paragraph and the notes are declared due and payable because of the occurrence of an Event of Default that remains applicable, the amount of U.S. legal tender and/or U.S. government obligations on deposit with the Trustee will be sufficient to pay amounts due on the notes at the time of their stated maturity but may not be sufficient to pay amounts due on the notes at the time of the acceleration resulting from such Event of Default. However, we will remain liable for such payments and any Subsidiary Guarantor’s Subsidiary Guarantee with respect to such payments will remain in effect.
Modification of the Indenture
The Indenture contains provisions permitting us, the Subsidiary Guarantors and the Trustee, without the consent of the holders of notes, to amend the Indenture, the notes and the Security Documents to, among other things:
 
 	•	 	issue Additional Notes under the Indenture;	
 
 	•	 	cure any ambiguity, omission, defect or inconsistency;	
 
 	•	 	provide for the assumption by a successor of the obligations of the Company under the Indenture and the notes, or provide for the assumption by a successor of the obligations of a Subsidiary Guarantor under the Indenture, in each case to the extent otherwise permitted under the Indenture;	
 
 	•	 	comply with the terms of the TIA;	
 
 	•	 	make changes that are not adverse to the holders of notes;	
 
 	•	 	add additional Subsidiary Guarantors (or release additional Subsidiary Guarantors from their Subsidiary Guarantees in accordance with the Indenture) or additional collateral;	
 
 	•	 	allow for the addition of Additional First Lien Obligations and Pari Passu Junior Lien Obligations under the Security Documents to the extent not prohibited by the Indenture (including, in the case of Pari Passu Junior Lien Obligations that are not secured by the Security Agreement, to enter into conforming modifications to the Intercreditor Agreement or an additional intercreditor agreement with any collateral agent for the holders of such obligations providing that the Liens of the Collateral Agent and such other collateral agent on any Collateral shall be pari passu and that amounts received in connection with an enforcement of the Note Liens or the Liens securing such Pari Passu Junior Lien Obligations (or received in respect of such Liens in any bankruptcy or insolvency proceeding) shall, after payment of expenses of the Collateral Agent and the collateral agent for each other class of Pari Passu Junior Lien Obligations, be distributed to the Trustee and the agent(s) for the holders of Pari Passu Junior Lien Obligations on a  pro rata  basis based on the amount of outstanding obligations of each such class); and	
 
 	•	 	release Subsidiary Guarantees and/or Collateral as otherwise permitted in the Indenture and the Security Documents,	
and, with the consent of the holders of not less than a majority in aggregate principal amount of the notes at the time outstanding, to modify the Indenture, the notes, the Security Documents or any supplemental Indenture or the rights of the holders of the notes;  provided  that no such modification will
 
 	•	 	extend the fixed maturity of any note, reduce the rate or extend the time of payment of interest thereon, reduce the principal amount thereof or the premium, if any, thereon, reduce the amount of the principal payable on any date, change the coin or currency in which principal of or any premium or interest on any notes are payable or impair the right to institute suit for the enforcement of any such payment on or after the maturity thereof, without the consent of the holder of each note affected thereby, or	
 
-33-

Table of Contents
 	•	 	reduce the percentage of notes, the consent of the holders of which is required for any such modification without the consent of the holders of all notes then outstanding, or	
 
 	•	 	modify without the written consent of the Trustee the rights, duties or immunities of the Trustee.	
Additionally, without the consent of holders of at least 75% in aggregate principal amount of the outstanding notes, no such amendment, waiver or modification shall, except as expressly permitted under the Indenture, (i) release all or substantially all of the Collateral from the Note Liens or (ii) release one or more Subsidiary Guarantors from their Subsidiary Guarantees (or otherwise limit the liability of one or more Subsidiary Guarantors with respect to their obligations under their Subsidiary Guarantees) if such release or limitation is in respect of substantially all of the value provided by all Subsidiary Guarantors under the Subsidiary Guarantees.
Concerning the Trustee
Wells Fargo Bank, National Association (the Trustee under the Indenture) has loaned money to us and provided other services to us in the past and it or its affiliates may do so in the future as a part of its regular business. We are required to file annually with the Trustee a statement of an officer as to the fulfillment of our obligations under the Indenture during the preceding year. Neither the Trustee nor the Collateral Agent shall be responsible for or make any representation as to the existence, genuineness, value or protection of any Collateral, for the legality, effectiveness or sufficiency of any Security Document, or for the creation, perfection, priority, sufficiency or protection of any Liens securing the notes, Subsidiary Guarantees or other Indenture or Security Document obligations. Neither the Trustee nor the Collateral Agent shall be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any Lien or security interest in the Collateral.
Same-day Settlement and Payment
The notes will trade in the same-day funds settlement system of DTC until maturity or until we issue the notes in certificated form. DTC will therefore require secondary market trading activity in the notes to settle in immediately available funds. We can give no assurance as to the effect, if any, of settlement in immediately available funds on trading activity in the notes.
Book-entry; Delivery and Form; Global Notes
The notes will be represented by one or more global notes in definitive, fully registered form without interest coupons. Each global note will be deposited with the trustee as custodian for DTC and registered in the name of a nominee of DTC in New York, New York for the accounts of participants in DTC.
Investors may hold their interests in a global note directly through DTC if they are DTC participants, or indirectly through organizations that are DTC participants. Except in the limited circumstances described below, holders of notes represented by interests in a global note will not be entitled to receive their notes in fully registered certificated form.
DTC has advised us as follows: DTC is a limited-purpose trust company organized under New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code and a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act. DTC was created to hold securities of institutions that have accounts with DTC (“participants”) and to facilitate the clearance and settlement of securities transactions among its participants in such securities through electronic book-entry changes in accounts of the participants, thereby eliminating the need for physical movement of securities certificates. DTC’s participants include securities brokers and dealers (which may include the initial
 
-34-

Table of Contents
purchasers), banks, trust companies, clearing corporations and certain other organizations. Access to DTC’s book-entry system is also available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, whether directly or indirectly.
Ownership of Beneficial Interests
Upon the issuance of each global note, DTC will credit, on its book-entry registration and transfer system, the respective principal amount of the individual beneficial interests represented by the global note to the accounts of participants. Ownership of beneficial interests in each global note will be limited to participants or persons that may hold interests through participants. Ownership of beneficial interests in each global note will be shown on, and the transfer of those ownership interests will be effected only through, records maintained by DTC (with respect to participants’ interests) and such participants (with respect to the owners of beneficial interests in the global note other than participants).
So long as DTC or its nominee is the registered holder and owner of a global note, DTC or such nominee, as the case may be, will be considered the sole legal owner of the notes represented by the global note for all purposes under the indenture, the notes and applicable law. Except as set forth below, owners of beneficial interests in a global note will not be entitled to receive certificated notes and will not be considered to be the owners or holders of any notes under the global note. We understand that under existing industry practice, in the event an owner of a beneficial interest in a global note desires to take any actions that DTC, as the holder of the global note, is entitled to take, DTC would authorize the participants to take such action, and that participants would authorize beneficial owners owning through such participants to take such action or would otherwise act upon the instructions of beneficial owners owning through them. No beneficial owner of an interest in a global note will be able to transfer the interest except in accordance with DTC’s applicable procedures, in addition to those provided for under the indenture. Because DTC can only act on behalf of participants, who in turn act on behalf of others, the ability of a person having a beneficial interest in a global note to pledge that interest to persons that do not participate in the DTC system, or otherwise to take actions in respect of that interest, may be impaired by the lack of physical certificate of that interest.
All payments on the notes represented by a global note registered in the name of and held by DTC or its nominee will be made to DTC or its nominee, as the case may be, as the registered owner and holder of the global note.
We expect that DTC or its nominee, upon receipt of any payment of principal, premium, if any, or interest in respect of a global note, will credit participants’ accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of the global note as shown on the records of DTC or its nominee. We also expect that payments by participants to owners of beneficial interests in the global note held through such participants will be governed by standing instructions and customary practices as is now the case with securities held for accounts for customers registered in the names of nominees for such customers. These payments, however, will be the responsibility of such participants and indirect participants, and neither we, the trustee nor any paying agent will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests in any global note or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests or for any other aspect of the relationship between DTC and its participants or the relationship between such participants and the owners of beneficial interests in the global note.
Unless and until it is exchanged in whole or in part for certificated notes, each global note may not be transferred except as a whole by DTC to a nominee of DTC or by a nominee of DTC to DTC or another nominee of DTC. Transfers between participants in DTC will be effected in the ordinary way in accordance with DTC rules and will be settled in same-day funds.
We expect that DTC will take any action permitted to be taken by a holder of notes (including the presentation of notes for exchange as described below) only at the direction of one or more participants to whose
 
-35-

Table of Contents
account the DTC interests in a global note are credited and only in respect of such portion of the aggregate principal amount of the notes as to which such participant or participants has or have given such direction. However, if there is an Event of Default under the notes, DTC will exchange each global note for certificated notes, which it will distribute to its participants.
Although we expect that DTC will agree to the foregoing procedures in order to facilitate transfers of interests in each global note among participants of DTC, DTC is under no obligation to perform or continue to perform such procedures, and such procedures may be discontinued at any time. Neither we nor the trustee will have any responsibility for the performance or nonperformance by DTC or their participants or indirect participants of their respective obligations under the rules and procedures governing their operations.
The Indenture provides that, if (1) DTC notifies us that it is unwilling or unable to continue as depositary or if DTC ceases to be eligible under the Indenture and we do not appoint a successor depositary within 90 days or (2) an event of default with respect to the notes shall have occurred and be continuing and DTC has requested the issuance of certified notes, the global notes will be exchanged for notes in certificated form of like tenor and of an equal principal amount, in authorized denominations. These certificated notes will be registered in such name or names as DTC shall instruct the trustee. It is expected that such instructions may be based upon directions received by DTC from participants with respect to ownership of beneficial interests in global securities.
The information in this section concerning DTC and DTC’s book-entry system has been obtained from sources that we believe to be reliable, but we do not take responsibility for its accuracy.
Euroclear and Clearstream, Luxembourg
If the depositary for a global security is DTC, you may hold interests in the global security through Clearstream Banking, société anonyme, which we refer to as “Clearstream, Luxembourg,” or Euroclear Bank S.A./ N.V., as operator of the Euroclear System, which we refer to as “Euroclear,” in each case, as a participant in DTC. Euroclear and Clearstream, Luxembourg will hold interests, in each case, on behalf of their participants through customers’ securities accounts in the names of Euroclear and Clearstream, Luxembourg on the books of their respective depositaries, which in turn will hold such interests in customers’ securities in the depositaries’ names on DTC’s books.
Payments, deliveries, transfers, exchanges, notices and other matters relating to the notes made through Euroclear or Clearstream, Luxembourg must comply with the rules and procedures of those systems. Those systems could change their rules and procedures at any time. We have no control over those systems or their participants, and we take no responsibility for their activities. Transactions between participants in Euroclear or Clearstream, Luxembourg, on one hand, and other participants in DTC, on the other hand, would also be subject to DTC’s rules and procedures.
Investors will be able to make and receive through Euroclear and Clearstream, Luxembourg payments, deliveries, transfers, exchanges, notices and other transactions involving any securities held through those systems only on days when those systems are open for business. Those systems may not be open for business on days when banks, brokers and other institutions are open for business in the United States.
In addition, because of time-zone differences, U.S. investors who hold their interests in the notes through these systems and wish on a particular day to transfer their interests, or to receive or make a payment or delivery or exercise any other right with respect to their interests, may find that the transaction will not be effected until the next business day in Luxembourg or Brussels, as applicable. Thus, investors who wish to exercise rights that expire on a particular day may need to act before the expiration date. In addition, investors who hold their interests through both DTC and Euroclear or Clearstream, Luxembourg may need to make special arrangements to finance any purchase or sales of their interests between the U.S. and European clearing systems, and those transactions may settle later than transactions within one clearing system.
 
-36-

Table of Contents
Governing Law
The Indenture and the notes will be governed by, and construed in accordance with, the laws of the State of New York.
Certain Definitions
“Additional First Lien Obligations” means any indebtedness of the Company or any Restricted Subsidiary, other than the Credit Agreement Obligations, that is secured by a Lien on the Collateral ranking contractually prior to the Liens securing the Notes Obligations and that is permitted to be incurred pursuant to clause (2) of the definition of “Permitted Liens”;  provided  that the representative of such Additional First Lien Obligations executes a joinder agreement to the Intercreditor Agreement (or another intercreditor agreement on terms not less favorable to the holders of notes than the Intercreditor Agreement) agreeing to be bound thereby. At the Company’s option, any indebtedness secured by a Lien permitted by clause (2) of the definition of “Permitted Liens” may be “Additional First Lien Obligations.”
“Attributable Debt” in respect of a Sale and Leaseback Transaction means, at the time of determination, the present value discounted at the rate of interest implicit in the terms of the lease (as determined in good faith by the Company) of the obligations of the lessee under such lease for net rental payments during the remaining term of the lease (including any period for which such lease has been extended or may, at our option, be extended).
“Borrowing Base” means, as of any date, the sum of (1) 90% of the book value (calculated in accordance with GAAP) of the accounts receivable of the Company and the Subsidiary Guarantors, on a consolidated basis, on such date and (2) 65% of the book value (calculated in accordance with GAAP) of the inventory of the Company and the Subsidiary Guarantors, on a consolidated basis, on such date.
“Capital Stock” means, as to any Person, the capital stock of such Person of every class, whether now or hereafter authorized, regardless of whether such capital stock shall be limited to a fixed sum or percentage with respect to the rights of the holders thereof to participate in dividends and in the distribution of assets upon the voluntary or involuntary liquidation, dissolution or winding up of such Person.
“Change of Control” means the occurrence of any of the following: (1) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or more series of related transactions, of all or substantially all of our assets and the assets of our Subsidiaries, taken as a whole, to any Person, other than a Permitted Holder, the Company or one of its Subsidiaries; (2) the Company becomes aware of the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any Person other than a Permitted Holder becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of our outstanding Voting Stock or other Voting Stock into which our Voting Stock is reclassified, consolidated, exchanged or changed, measured by voting power rather than number of shares; (3) the first day on which a majority of the members of our Board of Directors are not Continuing Directors; or (4) the adoption of a plan relating to the Company’s liquidation or dissolution. Notwithstanding the foregoing, a transaction will not be deemed to involve a Change of Control under clause (2) above if (i) we become a direct or indirect wholly owned subsidiary of a holding company and (ii)(A) the direct or indirect holders of the Voting Stock of such holding company immediately following that transaction are substantially the same as the holders of our Voting Stock immediately prior to that transaction or (B) immediately following that transaction no Person (other than a holding company satisfying the requirements of this sentence or a Permitted Holder) is the beneficial owner, directly or indirectly, of more than 50% of the Voting Stock of such holding company.
“Change of Control Triggering Event” means the occurrence of both a Change of Control and a Ratings Event.
 
-37-

Table of Contents
“Collateral Coverage Certificate” means with respect to any annual or quarterly financial statements provided pursuant to “— Certain Covenants — Reports” above, a certificate signed by a financial officer of the Company setting forth an accurate calculation of the Borrowing Base as of the last day of the period covered by such annual or quarterly financial statements, a calculation of the principal amount of outstanding indebtedness on such date that is secured by Liens on the Collateral pursuant to clauses (2) and (3) of the definition of “Permitted Liens” and stating whether or not a Collateral Coverage Event has occurred.
“Collateral Coverage Event” shall be deemed to have occurred prior to a Fall-Away Event, if, as of the last day of any two consecutive fiscal quarters of the Company, the Borrowing Base as of each such day is less than the principal amount of our consolidated indebtedness for borrowed money outstanding on such day that is secured by Liens on the Collateral.
“Collateral Coverage Required Amount” means, with respect to any Collateral Coverage Event, an amount equal to the difference between (a) the principal amount of our consolidated indebtedness for borrowed money that is secured by Liens on the Collateral outstanding on the date of occurrence of such Collateral Coverage Event and (b) the Borrowing Base on such date.
“Comparable Treasury Issue” means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such notes.
“Comparable Treasury Price” means, with respect to any redemption date, (1) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (2) if we obtain fewer than four such Reference Treasury Dealer Quotations, the average of all such Reference Treasury Dealer Quotations.
“Consolidated Net Tangible Assets” means the aggregate amount of our assets (less applicable reserves and other properly deductible items) and our consolidated subsidiaries’ assets after deducting therefrom (a) all current liabilities (excluding current maturities of long-term debt and current maturities under capital leases) and (b) all goodwill, trade names, patents, unamortized debt discount and expense and other like intangibles, all as set forth on our most recent consolidated balance sheet and computed in accordance with GAAP.
“Continuing Directors” means, as of any date of determination, any member of our Board of Directors who (A) was a member of such Board of Directors on the Issue Date or (B) was nominated for election, elected or appointed to such Board of Directors with the approval of a majority of the continuing directors who were members of such Board of Directors at the time of such nomination, election or appointment (either by a specific vote or by approval of a proxy statement in which such member was named as a nominee for election as a director, without objection to such nomination).
“Credit Agreement” means the Amended and Restated Credit Agreement, dated as of May 21, 2009, among the Company, Sears Roebuck Acceptance Corp., Kmart Corporation, the financial institutions party thereto as lenders, Bank of America, N.A., as administrative agent, co-collateral agent and swingline lender, Wells Fargo Retail Finance, LLC, as co-collateral agent, and General Electric Capital Corporation, as co-collateral agent, together with the related documents thereto (including, without limitation, any guarantee agreements and security documents), in each case as such agreements may be amended (including any amendment and restatement thereof), supplemented or otherwise modified, replaced or refinanced from time to time, including any agreement extending the maturity of, refinancing, replacing or otherwise restructuring (including, without limitation, increasing the amount of available borrowings thereunder or adding Subsidiaries of the Company as additional borrowers or guarantors thereunder) all or any portion of the indebtedness under such agreement or any successor or replacement agreement or agreements and whether by the same or any other agent, lender or group of lenders.
 
-38-

Table of Contents
“Credit Card Accounts Receivables” means all Accounts (as defined in the UCC) together with all income, payments, and proceeds thereof, owed by a credit card payment processor or an issuer of credit cards to the Company or any Subsidiary Guarantor resulting from charges by a customer of the Company or such Subsidiary Guarantor on credit cards issued by such issuer in connection with the sale of goods by the Company or such Subsidiary Guarantor or services performed by the Company or such Subsidiary Guarantor.
“Default” shall mean an Event of Default or an event that, with the giving of notice, the passage of time, or both, would constitute an Event of Default.
“Domestic Subsidiary” means any of our Subsidiaries which is not a Foreign Subsidiary.
“Equity Interests” of any Person means any and all shares, interests, participations, rights in or other equivalents (however designated) of such Person’s Capital Stock, other equity interests whether now outstanding or issued after the Issue Date, partnership interests (whether general or limited), limited liability company interests, any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, and any rights (other than debt securities convertible into Equity Interests), warrants or options exchangeable for or convertible into such Equity Interests.
“Fall-Away Event” shall mean the satisfaction of the following conditions on any date following the Issue Date: (i) the Company shall have a corporate family rating of at least Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P, (ii) no Default shall have occurred and be continuing on such date, (iii) the Company and its Restricted Subsidiaries shall (after giving effect to the release of the Note Liens and any concurrent release of Liens to occur on such date) have no Liens on any of their assets or properties other than Permitted Liens which are permitted to be outstanding following a Fall-Away Event and (iv) the Company shall have delivered to the Trustee a certificate of an authorized officer certifying that the foregoing conditions are satisfied and requesting that the Note Liens be released.
“First Lien Collateral Agent” means the co-collateral agents under the Credit Agreement, any successor thereto and each Person performing in a similar capacity with respect to any Additional First Lien Obligations.
“First Lien Obligations” means the Credit Agreement Obligations and the Additional First Lien Obligations.
“Fitch” means Fitch Inc., a subsidiary of Fimalac, S.A., and its successors.
“Foreign Subsidiary” means any of our Subsidiaries which is not organized under the laws of the United States or any state thereof or the District of Columbia, and any Subsidiary of any such Subsidiary.
“Independent Investment Banker” means one of the Reference Treasury Dealers that we appoint.
“Inventory” means all Inventory (as defined in the UCC).
“Investment Grade Rating” means a rating equal to or higher than BBB- (or the equivalent) by Fitch, Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P, and the equivalent investment grade credit rating from any replacement Rating Agency or Rating Agencies selected by us.
“Issue Date” means October 12, 2010.
“Lien” means, with respect to any asset, any mortgage, lien (statutory or otherwise), pledge, hypothecation, charge, security interest, preference, priority or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement.
“Moody’s” means Moody’s Investors Service, Inc.
 
-39-

Table of Contents
“Pari Passu Junior Lien Obligations” means any indebtedness of the Company or any Subsidiary Guarantor that is secured by a Lien on the Collateral equally and ratably with the Liens securing the notes and the Subsidiary Guarantees and that is permitted to be incurred pursuant to clause (2) of the definition of “Permitted Liens”;  provided  that the representative of such Pari Passu Junior Lien Obligations executes a joinder agreement to the Security Agreement and the Intercreditor Agreement or enters into an additional intercreditor agreement with the Collateral Agent providing that any amounts received in respect of the Collateral in connection with an enforcement of the Note Liens or the Liens securing such Pari Passu Junior Lien Obligations (or received in respect of such Liens in any bankruptcy or insolvency proceeding) shall, subject to the Intercreditor Agreement, after payment of expenses of the Collateral Agent and the collateral agent for each other class of Pari Passu Junior Lien Obligations, be distributed to the Trustee and each other agent for the holders of Pari Passu Junior Lien Obligations on a  pro rata  basis based on the amount of outstanding obligations of each such class. At the Company’s option, any indebtedness secured by a Lien permitted by clause (2) of the definition of “Permitted Liens” may be Pari Passu Junior Lien Obligations.
“Permitted Holders” means (i) ESL Investments, Inc. and its affiliates, (ii) any group (as defined in Rule 13d-3 under the Exchange Act) of which ESL Investments, Inc. or an affiliate of ESL Investments, Inc. is a member so long as ESL Investments, Inc. and its affiliates own a majority of our Voting Stock owned by all members of such group and (iii) to the extent a Change of Control Triggering Event has occurred and a Change of Control Offer completed, any Person whose acquisition of our Voting Stock caused such Change of Control Triggering Event and an affiliate of such Person.
“Permitted Liens” means the following types of Liens:
 
 	(1)	Liens existing as of the Issue Date (other than Liens securing indebtedness under the Credit Agreement);	
 
 	(2)	prior to the occurrence of a Fall-Away Event, Liens on the Collateral securing indebtedness (including indebtedness under the Credit Agreement) in an aggregate outstanding principal amount not to exceed an amount equal to the Borrowing Base (measured as of the end of the calendar month most recently ended prior to the date of any applicable incurrence of indebtedness) less the outstanding principal amount of notes outstanding at such time, other than Additional Notes;  provided  that for purposes of this clause (2), Liens on Collateral securing (a) indebtedness under the Credit Agreement in a principal amount not to exceed $2.45 billion shall be deemed to be Permitted Liens and (b) indebtedness under any other revolving credit facility shall be deemed to be Permitted Liens;  provided , in the case of this clause (b), on the date firm commitments under such revolving credit facility are received by the Company and its Restricted Subsidiaries, indebtedness secured by Liens on the Collateral in the full amount of all firm commitments under each then existing revolving credit facility secured by Liens on the Collateral in reliance on this clause (2) (including commitments then outstanding under the Credit Agreement, if any) could have been incurred under this clause (2) had the full amount of such firm commitments been funded on such date;	
 
 	(3)	Liens securing the notes and the Subsidiary Guarantees issued on the Issue Date (and any registered exchange notes and related guarantees issued in exchange therefore);	
 
 	(4)	Liens of the Company or a Subsidiary of the Company on assets of any Subsidiary of the Company;	
 
 	(5)	Liens for taxes, assessments or governmental charges or claims either (a) not delinquent or (b) contested in good faith by appropriate proceedings and as to which the Company or its Subsidiaries shall have set aside on its books such reserves as may be required pursuant to GAAP;	
 
 	(6)	statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, suppliers, materialmen, repairmen, maritime and other Liens imposed by law incurred in the ordinary course of business for sums not yet delinquent or being contested in good faith, if such reserve or other appropriate provision, if any, as shall be required by GAAP shall have been made in respect thereof;	
 
-40-

Table of Contents
 	(7)	Liens incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security, including any Lien securing letters of credit issued in the ordinary course of business consistent with past practice in connection therewith, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return-of-money bonds and other similar obligations or to secure or which results from required payments or deposits in connection with litigation (in each case, exclusive of obligations for the payment of borrowed money);	
 
 	(8)	judgment Liens so long as such Lien is adequately bonded and any appropriate legal proceedings which may have been duly initiated for the review of such judgment shall not have been finally terminated or the period within which such proceedings may be initiated shall not have expired;	
 
 	(9)	easements, rights-of-way, zoning restrictions and other similar charges or encumbrances in respect of real property not interfering in any material respect with the ordinary conduct of the business of the Company or any of its Subsidiaries;	
 
 	(10)	Liens upon specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;	
 
 	(11)	Liens securing reimbursement obligations with respect to commercial letters of credit which encumber documents and other property relating to such letters of credit and products and proceeds thereof;	
 
 	(12)	Liens encumbering deposits made to secure obligations arising from statutory, regulatory, contractual, or warranty requirements of the Company or any of its Subsidiaries, including rights of offset and set-off;	
 
 	(13)	Liens securing indebtedness incurred to finance the purchase price or cost of construction of fixed or capital assets (or additions, substantial repairs, alterations or substantial improvements thereto) or of equity interests in a third party,  provided  that (x) such Liens and the indebtedness secured thereby are incurred within twelve months of the later of acquisition or completion of construction (or addition, repair, alteration or improvement) and full operation thereof and (y) such Liens extend only to the assets the acquisition, construction, repair, replacement or improvement of which is financed thereby or, in the case of an acquisition of equity interests in a third party which becomes a Subsidiary as a result of such acquisition, the assets owned by such third party;	
 
 	(14)	Liens on the assets, property or Capital Stock of a Person at the time such Person becomes a Restricted Subsidiary; provided, that such Liens are not created or incurred in connection with, or in contemplation of, such other Person becoming a Restricted Subsidiary; provided ,  further , that such Liens do not extend to any property owned by the Company or any other Restricted Subsidiary;	
 
 	(15)	Liens on assets or property existing at the time the Company or a Restricted Subsidiary acquired such assets or property, including by means of merger, amalgamation or consolidation with or into the Company or a Restricted Subsidiary;  provided , that such Liens are not created or incurred in connection with, or in contemplation of, such other Person becoming a Restricted Subsidiary;  provided ,  further , that such Liens do not extend to any other property owned by the Company or any Restricted Subsidiary;	
 
 	(16)	Liens to secure obligations in respect of Cash Management Services and Bank Products (each as defined in the Credit Agreement); and	
 
 	(17)	from and after the occurrence of a Fall-Away Event, other Liens on our property and the property of our subsidiaries securing indebtedness having an aggregate principal amount not to exceed, as of any date of incurrence of such secured indebtedness pursuant to this clause and after giving effect to such incurrence and the application of the proceeds therefrom, 15% of our Consolidated Net Tangible Assets as of the last day of the most recent fiscal quarter for which financial statements have been delivered pursuant to the covenant described above under “— Certain Covenants — Reports.”	
 
-41-

Table of Contents
“Person” means any individual, partnership, corporation, limited liability company, joint stock company, business trust, trust, unincorporated association, joint venture or other entity, or a government or political subdivision or agency thereof.
“Rating Agencies” means (1) each of Fitch, Moody’s and S&P; and (2) if Fitch, Moody’s or S&P ceases to rate the notes or fails to make a rating of the notes publicly available, at our sole option, a “nationally recognized statistical rating organization” as defined in Section 3 of the Exchange Act, selected by us (as certified by a resolution of our Board of Directors) as a replacement agency for Fitch, Moody’s or S&P, or any of them, as the case may be.
“Ratings Event” means that the rating on the notes is lowered by at least two of the three Rating Agencies and the notes are rated below an Investment Grade Rating by at least two of the three Rating Agencies (it being understood that for purposes of this definition if fewer than three Rating Agencies maintain ratings of the notes at the time of a Change of Control, the notes will be deemed for purposes of this definition to have been downgraded in connection with such Change of Control (prior to any actual downgrades) by a number of Rating Agencies equal to the excess of 3 over the number of Ratings Agencies that maintain ratings of the notes at such time), on any day during the period (which period will be extended so long as the rating of the notes is under publicly announced consideration for a possible downgrade by any of the Rating Agencies) commencing 60 days prior to the first public notice of the occurrence of a Change of Control or our intention to effect a Change of Control and ending 60 days following consummation of such Change of Control.
“Reference Treasury Dealers” means (1) Banc of America Securities LLC and its successors; provided, however, that if any of the foregoing shall cease to be a primary U.S. government securities dealer (a “Primary Treasury Dealer”), we shall substitute another nationally recognized investment banking firm that is a Primary Treasury Dealer, and (2) two other Primary Treasury Dealers selected by us.
“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by us, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to us by such Reference Treasury Dealer at 5:00 p.m. on the third business day preceding such redemption date.
“Registration Rights Agreement” means the registration rights agreement dated as of the Issue Date among the Company, the Subsidiary Guarantors and the Initial Purchasers relating to the registration of the notes with the SEC.
“Restricted Subsidiary” means each Domestic Subsidiary of the Company other than Orchard Supply Hardware Stores Corporation and its Subsidiaries.
“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc.
“Security Documents” means the Security Agreement, the Intercreditor Agreement and each other document entered into to grant a security interest in the Collateral to the Collateral Agent for the benefit of the holders of notes.
“Specified Subsidiary” means any wholly owned Restricted Subsidiary with Credit Card Accounts Receivable (for purposes of such definition, substituting the words “Domestic Subsidiary” for “Subsidiary Guarantor” in each instance where such term is used) and Inventory the combined book value of which exceeds $100 million and which has incurred indebtedness for money borrowed in excess of $100 million.
“Subsidiary” means a corporation, a majority of the outstanding Voting Stock of which is owned, directly or indirectly, by us or by one or more other Subsidiaries, or by us and one or more other Subsidiaries.
 
-42-

Table of Contents
“Treasury Rate” means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to a maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.
“UCC” means the Uniform Commercial Code as in effect from time to time in the State of New York; provided, however, that, at any time, if by reason of mandatory provisions of law, any or all of the perfection or priority of the Collateral Agent’s security interest in any item or portion of the Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other that the State of New York, the term “UCC” shall mean the Uniform Commercial Code as in effect, at such time, in such other jurisdiction for purposes of the provisions hereof relating to such perfection or priority and for purposes of definitions relating to such provisions.
“Voting Stock” means, with respect to any specified Person as of any date, the Capital Stock of such Person that is at the time entitled to vote generally in the election of the board of directors or comparable governing body of such Person.
 
-43-

Table of Contents
EXCHANGE OFFER
In connection with the issuance of the old notes on October 12, 2010, we entered into a registration rights agreement with the initial purchasers, which provides for the exchange offer. The exchange offer will permit eligible holders of notes to exchange the old notes for the exchange notes that are identical in all material respects with the old notes, except that:
 
 	•	 	the exchange notes will have been registered under the U.S. federal securities laws and will not bear any legend restricting their transfer;	
 
 	•	 	the exchange notes will bear a different CUSIP number from the old notes;	
 
 	•	 	the exchange notes generally will not be subject to transfer restrictions or entitled to registration rights; and	
 
 	•	 	the holders of the exchange notes will not be entitled to certain rights under the registration rights agreement, including the provisions for an increase in the interest rate on the old notes in some circumstances relating to the timing of the exchange offer.	
The exchange notes will evidence the same debt as the old notes. Holders of exchange notes will be entitled to the benefits of the indenture.
The following summary of certain provisions of the registration rights agreement does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all the provisions of the registration rights agreement. You should refer to the exhibits that are a part of the registration statement (of which this prospectus is a part) for a copy of the registration rights agreement. See “Where You Can Find More Information.”
General
We are making the exchange offer to comply with our contractual obligations under the registration rights agreement. Except under limited circumstances, upon completion of the exchange offer, our obligations with respect to the registration of the old notes will terminate.
We agreed, pursuant to the registration rights agreement, to use our commercially reasonable efforts to:
 
 	•	 	cause to be filed, no later than 300 days (or if such 300th day is not a business day, the next succeeding business day) after October 12, 2010, an exchange offer registration statement with the SEC;	
 
 	•	 	cause the exchange offer registration statement to be declared effective under the Securities Act;	
 
 	•	 	consummate the exchange offer on the earliest practicable date after the exchange offer registration statement has become effective, but in no event later than 365 days after October 12, 2010 (or if such 365th day is not a business day, the next succeeding business day); and	
 
 	•	 	keep the exchange offer registration statement effective for resales of the exchange notes acquired by broker-dealers for their own accounts as a result of market-making activities or other trading activities for a period ending on the earlier of (i) 45 days from the date on which the registration statement is declared effective and (ii) the date on which a broker-dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities.	
We will keep the exchange offer open for not less than 20 business days (or longer if required by applicable law) after the date notice of the exchange offer is mailed to the holders of the old notes. For each old note surrendered to us pursuant to the exchange offer, the holder of such old note will receive an exchange note having a principal amount equal to that of the surrendered old note. Interest on each exchange note will accrue from the last interest payment date on which interest was paid on the old note surrendered in exchange thereof or, if no interest has been paid on the old note, from the date of its original issue.
 
-44-

Table of Contents
In connection with the issuance of the old notes, we have arranged for the old notes to be issued in the form of global notes through the facilities of DTC acting as depositary. The exchange notes will also be issued in the form of global notes registered in the name of DTC or its nominee and each beneficial owner’s interest in it will be transferable in book-entry form through DTC.
Holders of old notes do not have any appraisal or dissenters’ rights in connection with the exchange offer. Old notes which are not tendered for exchange or are tendered but not accepted in connection with the exchange offer will remain outstanding and be entitled to the benefits of the indenture under which they were issued, including accrual of interest, but, subject to limited exceptions, will not be entitled to any registration rights under the applicable registration rights agreement. See “— Consequences of Failure to Tender.”
We will be deemed to have accepted validly tendered old notes when and if we have given written notice to the exchange agent of our acceptance. The exchange agent will act as agent for the tendering holders for the purpose of receiving the exchange notes from us. If any tendered old notes are not accepted for exchange because of an invalid tender, the occurrence of other events described in this prospectus or otherwise, we will return the certificates for any unaccepted old notes, at our expense, to the tendering holder promptly after the expiration of the exchange offer.
The exchange offer is not being made to, nor will we accept tenders for exchange from, holders of the old notes in any jurisdiction in which the exchange offer or the acceptance of it would not be in compliance with the securities or blue sky laws of that jurisdiction.
Eligibility; Transferability
We are making this exchange offer in reliance on interpretations of the staff of the SEC set forth in several no-action letters. However, we have not sought our own no-action letter. Based upon these interpretations, we believe that you, or any other person receiving exchange notes, may offer for resale, resell or otherwise transfer such exchange notes without complying with the registration and prospectus delivery requirements of the U.S. federal securities laws, if:
 
 	•	 	you are, or the person or entity receiving such exchange notes is, acquiring such exchange notes in the ordinary course of business;	
 
 	•	 	you are not, nor is any such person or entity, engaged in, or intending to engage in, a distribution of the exchange notes (within the meaning of the Securities Act);	
 
 	•	 	you do not, nor does any such person or entity, have an arrangement or understanding with any person or entity to participate in any distribution of the exchange notes (within the meaning of the Securities Act);	
 
 	•	 	you are not, nor is any such person or entity, our affiliate as such term is defined under Rule 405 under the Securities Act; and	
 
 	•	 	you are not acting on behalf of any person or entity who could not truthfully make these statements.	
To participate in the exchange offer, you must represent as the holder of old notes that each of these statements is true.
In addition, each broker-dealer must also (i) represent that it is participating in the exchange offer for its own account and is exchanging old notes acquired as a result of market-making activities or other trading activities, (ii) confirm that it has not entered into any arrangement or understanding with the Company or any affiliate of the Company to distribute the exchange notes and (iii) acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of the exchange notes. The letter of transmittal states that by acknowledging that it will deliver, and by delivering, a prospectus, a broker-dealer will not be deemed to admit that it is an underwriter within the meaning of the Securities Act. This prospectus, as it
 
-45-

Table of Contents
may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resale of the exchange notes received in exchange for the old notes where such old notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, until the earlier of (i) 45 days from the date on which the registration statement is declared effective and (ii) the date on which a broker-dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities, we will use our commercially reasonable efforts to keep the exchange offer registration statement effective for resales of the exchange notes acquired by broker-dealers for their own accounts as a result of market-making activities or other trading activities.
Any holder of old notes who is our affiliate, who would not acquire the exchange notes in the ordinary course of business, who intends to participate in the exchange offer for the purpose of distributing the exchange notes, or is a broker dealer who purchased the original notes directly from us:
 
 	•	 	will not be able to rely on the interpretation of the staff of the SEC set forth in the no-action letters described above; and	
 
 	•	 	must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any sale or transfer of the exchange notes, unless the sale or transfer is made pursuant to an exemption from those requirements.	
Expiration of the Exchange Offer; Extensions; Amendments
The exchange offer will expire at 5:00 p.m., New York City time, on                 , 2011, or the expiration date, unless we extend the exchange offer. To extend the exchange offer, we will notify the exchange agent and each registered holder of any extension before 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date. We reserve the right to extend the exchange offer, delay accepting any tendered old notes or, if any of the conditions described below under the heading “— Conditions” have not been satisfied, to terminate the exchange offer. We also reserve the right to amend the terms of the exchange offer in any manner. We will give written notice of such delay, extension, termination or amendment to the exchange agent.
If we amend the exchange offer in a manner that we consider material, we will disclose such amendment by means of a prospectus supplement, and we will extend the exchange offer so that at least five business days remain in the offer following notice of the material change.
If we determine to make a public announcement of any delay, extension, amendment or termination of the exchange offer, we will do so by making a timely release through an appropriate news agency.
Conditions
Notwithstanding any other term of the exchange offer, we will not be required to accept for exchange, or issue any exchange notes for, any old notes, and may terminate or amend the exchange offer before the acceptance of the old notes, if:
 
 	•	 	we determine that the exchange offer violates any law, statute, rule, regulation or interpretation by the staff of the SEC or any order of any governmental agency or court of competent jurisdiction; or	
 
 	•	 	any action or proceeding is instituted or threatened in any court or by or before any governmental agency relating to the exchange offer which, in our judgment, could reasonably be expected to impair our ability to proceed with the exchange offer.	
The conditions listed above are for our sole benefit and may be asserted by us regardless of the circumstances giving rise to any of these conditions. We may waive these conditions in our reasonable discretion in whole or in part at any time and from time to time prior to the expiration date. The failure by us at any time to exercise any of the above rights shall not be considered a waiver of such right, and such right shall be considered an ongoing right which may be asserted at any time and from time to time.
 
-46-

Table of Contents
In addition, we will not accept for exchange any old notes tendered, and no exchange notes will be issued in exchange for those old notes, if at any time any stop order is threatened or issued with respect to the registration statement for the exchange offer and the exchange notes or the qualification of the indenture under the Trust Indenture Act of 1939. In any such event, we must use commercially reasonable efforts to obtain the withdrawal of any stop order as soon as practicable.
In addition, we will not be obligated to accept for exchange the old notes of any holder that has not made to us the representations described under “— Eligibility; Transferability” and “Plan of Distribution.”
Procedures for Tendering
We have forwarded to you, along with this prospectus, a letter of transmittal relating to this exchange offer. A holder need not submit a letter of transmittal if the holder tenders old notes in accordance with the procedures mandated by DTC’s ATOP. To tender old notes without submitting a letter of transmittal, the electronic instructions sent to DTC and transmitted to the exchange agent must contain your acknowledgment of receipt of and your agreement to be bound by and to make all of the representations contained in the letter of transmittal. In all other cases, a letter of transmittal must be manually executed and delivered as described in this prospectus.
Only a holder of record of old notes may tender old notes in the exchange offer. To tender in the exchange offer, a holder must comply with all applicable procedures of DTC and either:
 
 	•	 	complete, sign and date the letter of transmittal, or a facsimile of the letter of transmittal, have the signature on the letter of transmittal guaranteed if the letter of transmittal so requires and deliver the letter of transmittal or facsimile to the exchange agent prior to the expiration date; or	
 
 	•	 	in lieu of delivering a letter of transmittal, instruct DTC to transmit on behalf of the holder a computer-generated message to the exchange agent in which the holder of the old notes acknowledges and agrees to be bound by the terms of the letter of transmittal, which computer-generated message must be received by the exchange agent prior to 5:00 p.m., New York City time, on the expiration date.	
In addition, either:
 
 	•	 	the exchange agent must receive the old notes along with the letter of transmittal;	
 
 	•	 	with respect to the old notes, the exchange agent must receive, before expiration of the exchange offer, timely confirmation of book-entry transfer of old notes into the exchange agent’s account at DTC, according to the procedure for book-entry transfer described below; or	
 
 	•	 	the holder must comply with the guaranteed delivery procedures described below.	
For old notes to be tendered effectively, the exchange agent must receive any physical delivery of the letter of transmittal and other required documents at the address set forth below under “— Exchange Agent” before expiration of the exchange offer.
The tender by a holder that is not withdrawn before expiration of the exchange offer will constitute an agreement between that holder and us in accordance with the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal. Only a registered holder of old notes may tender the old notes in the exchange offer. If a holder completing a letter of transmittal tenders less than all of the old notes held by this holder, this tendering holder should fill in the applicable box of the letter of transmittal. The amount of old notes delivered to the exchange agent will be deemed to have been tendered unless otherwise indicated.
The method of delivery of old notes and the letter of transmittal and all other required documents to the exchange agent is at the election and sole risk of the holder. Instead of delivery by mail, you should use an overnight or hand delivery service. In all cases, you should allow for sufficient time to ensure delivery to the exchange agent before the expiration of the exchange offer. You may request your broker, dealer, commercial bank, trust company or nominee to effect these transactions for you. You should not send any note, letter of transmittal or other required document to us.
 
-47-

Table of Contents
Any beneficial owner whose old notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and who wishes to tender should contact the registered holder promptly and instruct it to tender on the owner’s behalf. If the beneficial owner wishes to tender on its own behalf, it must, prior to completing and executing the letter of transmittal and delivering its old notes, either:
 
 	•	 	make appropriate arrangements to register ownership of the old notes in the owner’s name; or	
 
 	•	 	obtain a properly completed bond power from the registered holder of old notes.	
The transfer of registered ownership may take considerable time and may not be completed prior to the expiration date.
If the applicable letter of transmittal is signed by the record holder(s) of the old notes tendered, the signature must correspond with the name(s) written on the face of the old notes without alteration, enlargement or any change whatsoever. If the applicable letter of transmittal is signed by a participant in DTC, the signature must correspond with the name as it appears on the security position listing as the holder of the old notes.
A signature on a letter of transmittal or a notice of withdrawal must be guaranteed by an eligible guarantor institution. Eligible guarantor institutions include banks, brokers, dealers, municipal securities dealers, municipal securities brokers, government securities dealers, government securities brokers, credit unions, national securities exchanges, registered securities associations, clearing agencies and savings associations. The signature need not be guaranteed by an eligible guarantor institution if the old notes are tendered:
 
 	•	 	by a registered holder who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on the letter of transmittal; or	
 
 	•	 	for the account of an eligible institution.	
If the letter of transmittal is signed by a person other than the registered holder of any old notes, the old notes must be endorsed or accompanied by a properly completed bond power. The bond power must be signed by the registered holder as the registered holder’s name appears on the old notes, and an eligible guarantor institution must guarantee the signature on the bond power.
If the letter of transmittal or any old notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, these persons should so indicate when signing. Unless we waive this requirement, they should also submit evidence satisfactory to us of their authority to deliver the letter of transmittal.
We will determine in our sole discretion all questions as to the validity, form, eligibility, including time of receipt, acceptance and withdrawal of the tendered old notes. Our determination will be final and binding. We reserve the absolute right to reject any old notes not properly tendered or any old notes the acceptance of which would, in the opinion of our counsel, be unlawful. We also reserve the right to waive any defects, irregularities or conditions of tender as to particular old notes. Our interpretation of the terms and conditions of the exchange offer, including the instructions in the letter of transmittal, will, subject to applicable law, be final and binding on all parties.
Unless waived, any defects or irregularities in connection with tenders of old notes must be cured within the time that we determine. Although we intend to notify holders of defects or irregularities with respect to tenders of old notes, neither we, the exchange agent nor any other person will incur any liability for failure to give such notification. Tenders of old notes will not be deemed made until those defects or irregularities have been cured or waived. Any old notes received by the exchange agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the exchange agent without cost to the tendering holder, unless otherwise provided in the letter of transmittal, as soon as practicable following the expiration date.
 
-48-

Table of Contents
In all cases, we will issue exchange notes for old notes that we have accepted for exchange under the exchange offer only after the exchange agent timely receives:
 
 	•	 	the old notes or a timely book-entry confirmation that the old notes have been transferred into the exchange agent’s account at DTC; and	
 
 	•	 	a properly completed and duly executed letter of transmittal and all other required documents or a properly transmitted agent’s message.	
Holders should receive copies of the applicable letter of transmittal with the prospectus. A holder may obtain copies of the applicable letter of transmittal for the old notes from the exchange agent at its offices listed under “— Exchange Agent.”
By signing the letter of transmittal, or causing DTC to transmit an agent’s message to the exchange agent, each tendering holder of old notes will, among other things, make the representations in the letter of transmittal described under “— Eligibility; Transferability.”
DTC Book-Entry Transfer
The exchange agent will make a request to establish an account with respect to the old notes at DTC for purposes of the exchange offer within three business days after the date of this prospectus.
With respect to the old notes, the exchange agent and DTC have confirmed that any financial institution that is a participant in DTC may utilize the DTC ATOP procedures to tender old notes.
With respect to the old notes, any participant in DTC may make book-entry delivery of old notes by causing DTC to transfer the old notes into the exchange agent’s account in accordance with DTC’s ATOP procedures for transfer.
However, the exchange for the old notes so tendered will only be made after a book-entry confirmation of such book-entry transfer of old notes into the exchange agent’s account and timely receipt by the exchange agent of an agent’s message and any other documents required by the letter of transmittal. The term “agent’s message” means a message, transmitted by DTC and received by the exchange agent and forming part of a book-entry confirmation, which states that DTC has received an express acknowledgment from a participant tendering old notes that are the subject of the book-entry confirmation that the participant has received and agrees to be bound by the terms of the letter of transmittal, and that we may enforce that agreement against the participant.
Guaranteed Delivery Procedures
Holders wishing to tender their old notes but whose old notes are not immediately available or who cannot deliver their old notes, the letter of transmittal or any other required documents to the exchange agent or cannot comply with the applicable procedures described above before expiration of the exchange offer may tender if:
 
 	•	 	the tender is made through an eligible guarantor institution, which is defined above under “— Procedures for Tendering”;	
 
 	•	 	before expiration of the exchange offer, the exchange agent receives from the eligible guarantor institution either a properly completed and duly executed notice of guaranteed delivery, by facsimile transmission, mail or hand delivery, or a properly transmitted agent’s message and notice of guaranteed delivery, in each case:	
 
 	•	 	setting forth the name and address of the holder and the registered number(s) and the principal amount of old notes tendered;	
 
 	•	 	stating that the tender is being made by guaranteed delivery; and	
 
-49-

Table of Contents
 	•	 	guaranteeing that, within three New York Stock Exchange trading days after expiration of the exchange offer, the letter of transmittal, or a facsimile thereof, together with the old notes or a book-entry transfer confirmation, and any other documents required by the letter of transmittal will be deposited by the eligible guarantor institution with the exchange agent; and	
 
 	•	 	the exchange agent receives the properly completed and executed letter of transmittal, or facsimile thereof, as well as all tendered old notes in proper form for transfer or a book-entry transfer confirmation, and all other documents required by the letter of transmittal, within three New York Stock Exchange trading days after expiration of the exchange offer.	
Upon request to the exchange agent, a notice of guaranteed delivery will be sent to holders who wish to tender their old notes according to the guaranteed delivery procedures set forth above.
Withdrawal of Tenders
Except as otherwise provided in this prospectus, holders of old notes may withdraw their tenders at any time before expiration of the exchange offer.
For a withdrawal to be effective, the exchange agent must receive a computer-generated notice of withdrawal transmitted by DTC on behalf of the holder in accordance with the standard operating procedures of DTC, or a written notice of withdrawal, which may be by telegram, telex, facsimile transmission or letter, at one of the addresses set forth below under “— Exchange Agent.”
Any notice of withdrawal must:
 
 	•	 	specify the name of the person having tendered the old notes to be withdrawn;	
 
 	•	 	identify the old notes to be withdrawn and principal amount of such notes, or, in the case of notes transferred by book-entry transfer, the name of the account at DTC; and	
 
 	•	 	be signed by the holder in the same manner as the original signature on the letter of transmittal by which such old notes were tendered, with any required signature guarantees, or be accompanied by documents of transfer sufficient to have the trustee with respect to the old notes register the transfer of such old notes into the name of the person withdrawing the tender.	
If old notes have been tendered pursuant to the procedure for book-entry transfer described above, any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn old notes and otherwise comply with the procedures of the facility.
We will determine all questions as to the validity, form and eligibility, including time of receipt, of notices of withdrawal, and our determination shall be final and binding on all parties. We will deem any old notes so withdrawn not to have been validly tendered for exchange for purposes of the exchange offer. We will return any old notes that have been tendered for exchange but that are not exchanged for any reason to their holder without cost to the holder. In the case of old notes tendered by book-entry transfer into the exchange agent’s account at DTC, according to the procedures described above, those old notes will be credited to an account maintained with DTC, for old notes, as soon as practicable after withdrawal, rejection of tender or termination of the exchange offer. You may retender properly withdrawn old notes by following one of the procedures described under “— Procedures for Tendering” above at any time on or before expiration of the exchange offer.
A holder may obtain a form of the notice of withdrawal from the exchange agent at its offices listed under “— Exchange Agent.”
 
-50-

Table of Contents
Exchange Agent
Wells Fargo Bank, National Association, has been appointed as exchange agent for the exchange offer. You should direct questions and requests for assistance, requests for additional copies of this prospectus or of the letter of transmittal and requests for the notice of guaranteed delivery or the notice of withdrawal to the exchange agent addressed as follows:
To: Wells Fargo Bank, National Association (as “Exchange Agent”)

Registered & Certified Mail:	  	Regular Mail or Courier:	 	In Person by Hand Only:	
Wells Fargo Bank, N.A.	  	Wells Fargo Bank, N.A.	 	Wells Fargo Bank, N.A.	
Corporate Trust Operations	  	Corporate Trust Operations	 	Corporate Trust Services	
MAC N9303-121	  	MAC N9303-121	 	Northstar East Building - 12th Floor	
P.O. Box 1517	  	6th St & Marquette Avenue	 	608 Second Avenue South	
Minneapolis, MN 55480	  	Minneapolis, MN 55479	 	Minneapolis, MN 55402	
By Facsimile Transmission (for Eligible Institutions Only):
(612) 667-6282
Confirm by Telephone:
(800) 344-5128
DELIVERY OF THE LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SHOWN ABOVE OR TRANSMISSION VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY OF THE LETTER OF TRANSMITTAL.
Fees and Expenses
We will bear the expenses of soliciting tenders. The principal solicitation is being made electronically through DTC. However, we may make additional solicitations by telegraph, telephone or in person by our officers and regular employees and those of our affiliates.
We have not retained any dealer-manager in connection with the exchange offer and will not make any payments to broker-dealers or others soliciting acceptances of the exchange offer. We may, however, pay the exchange agent reasonable and customary fees for its services and reimburse it for its related reasonable out-of-pocket expenses.
We will pay the cash expenses to be incurred in connection with the exchange offer.
Transfer Taxes
We will pay all transfer taxes, if any, applicable to the exchange of old notes under the exchange offer. The tendering holder, however, will be required to pay any transfer taxes, whether imposed on the registered holder or any other person, if:
 
 	•	 	exchange notes are to be delivered to, or issued in the name of, any person other than the registered holder of the old notes so exchanged;	
 
 	•	 	tendered old notes are registered in the name of any person other than the person signing the letter of transmittal; or	
 
 	•	 	a transfer tax is imposed for any reason other than the exchange of old notes under the exchange offer.	
If satisfactory evidence of payment of transfer taxes is not submitted with the letter of transmittal, the amount of any transfer taxes will be billed to the tendering holder.
 
-51-

Table of Contents
Accounting Treatment
We will record the exchange notes at the same carrying value as the old notes as reflected in our accounting records on the date of the exchange. Accordingly, we will not recognize any gain or loss for accounting purposes upon completion of the exchange offer.
Consequences of Failure to Tender
All untendered old notes will remain subject to the restrictions on transfer provided for in the old notes and in the indenture. Generally, the old notes that are not exchanged for exchange notes pursuant to the exchange offer will remain restricted securities. Accordingly, such old notes may be resold only:
 
 	•	 	to us (upon redemption thereof or otherwise);	
 
 	•	 	pursuant to a registration statement which has been declared effective under the Securities Act;	
 
 	•	 	for so long as the old notes are eligible for resale pursuant to Rule l44A, to a person the holder of the old notes and any person acting on its behalf reasonably believes is a “qualified institutional buyer” as defined in Rule l44A, that purchases for its own account or for the account of another qualified institutional buyer, in each case to whom notice is given that the transfer is being made in reliance on Rule l44A; or	
 
 	•	 	pursuant to any other available exemption from the registration requirements of the Securities Act (in which case we and the trustee shall have the right to require the delivery of an opinion of counsel, certifications and/or other information satisfactory to us and the trustee),	
in each case subject to compliance with any applicable foreign, state or other securities laws.
Upon completion of the exchange offer, due to the restrictions on transfer of the old notes and the absence of such restrictions applicable to the exchange notes, it is likely that the market, if any, for old notes will be relatively less liquid than the market for exchange notes. Consequently, holders of old notes who do not participate in the exchange offer could experience significant diminution in the value of their old notes, compared to the value of the exchange notes. The holders of old notes not tendered will have no further registration rights, except that, under limited circumstances, we may be required to file a shelf registration statement with respect to the old notes.
Information Regarding the Registration Rights Agreement
As noted above, we are effecting the exchange offer to comply with the registration rights agreement. The registration rights agreement requires us to:
 
 	•	 	use our commercially reasonable efforts to cause to be filed a registration statement for the exchange offer with the SEC no later than 300 days after October 12, 2010 and cause the exchange offer to be consummated on the earliest practicable date after the exchange offer registration statement has become effective, but in no event later than 365 days after October 12, 2010; and	
 
 	•	 	use our commercially reasonable efforts to file a shelf registration statement for the resale of the old notes under certain circumstances and to cause such registration statement to become effective under the Securities Act.	
The requirements described in the first two bullets above under the registration rights agreement will be satisfied when we complete the exchange offer.
In the event that
 
 	•	 	we have not exchanged the exchange notes for all old notes validly tendered in accordance with the terms of the exchange offer on or before the 365th day after October 12, 2010, or,	
 
-52-

Table of Contents
 	•	 	if applicable, a shelf registration statement covering resales of the old notes has not been declared effective by the date required by the registration rights agreement or such shelf registration statement ceases to be effective at any time during the shelf registration period (subject to certain exceptions),	
then additional interest shall accrue on the principal amount of the old notes at a rate of 0.25% per annum for the first 90-day period immediately following such date and by an additional 0.25% per annum for the subsequent 90-day period, up to a maximum additional rate of 0.50% per annum thereafter, until the exchange offer is completed, the shelf registration statement is declared effective or, if such shelf registration statement ceased to be effective, again becomes effective or until October 12, 2012, unless such period is extended, as described in the registration rights agreement.
Under the registration rights agreement, we have also agreed to cause the exchange offer registration statement to be effective continuously and to keep the exchange offer open for a period of not less than the minimum period required under applicable federal and state securities laws to consummate the exchange offer, but in no event less than 20 days after the date on which notice of the exchange offer is mailed to holders of old notes.
Our obligations to register the exchange notes will terminate upon the completion of the exchange offer. However, under certain circumstances specified in the registration rights agreement, we may be required to file a shelf registration statement with respect to the old notes.
This summary includes only the material terms of the registration rights agreement. For a full description, you should refer to the complete copy of the registration rights agreement, which has been filed as an exhibit to the registration statement relating to the exchange offer and the exchange notes. See “Where You Can Find More Information.”
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS
The following is a summary of certain material U.S. federal income tax consequences relating to the exchange of the old notes for exchange notes in the exchange offer. This summary is based upon the Internal Revenue Code of 1986, as amended, which we refer to as the “Code,” the Treasury Regulations promulgated thereunder and administrative and judicial interpretations thereof, all of as of the date hereof, and all of which are subject to change, possibly on a retroactive basis. We have not sought and will not seek any rulings from the Internal Revenue Service, which we refer to as the “IRS,” with respect to the statements made and the conclusions reached in the following summary, and accordingly, there can be no assurance that the IRS will not successfully challenge the tax consequences described below.
This summary only applies to holders that are original beneficial owners of the old notes, that purchased old notes at their original issue price for cash and that hold such old notes as capital assets within the meaning of Section 1221 of the Code. This summary does not address the tax consequences to subsequent purchasers of the old notes or the exchange notes. It also does not purport to discuss all U.S. federal income tax consequences that may be relevant to a particular holder in light of the holders particular circumstances, nor does it address considerations that may be relevant to a holder that is subject to special tax rules, such as a bank, thrift, real estate investment trust, regulated investment company, insurance company, dealer in securities or currencies, trader in securities or commodities that elects mark to market treatment; a person that will hold notes as a position in a “straddle,” conversion or other integrated transaction, tax-exempt organization, S-corporation, partnership or other pass-thru entity, or an investor in an S-corporation, partnership or other pass-thru entity; certain former citizens and residents; a person who is liable for the alternative minimum tax; or a person whose “functional currency” is not the U.S. dollar. If an entity that is treated as partnership for U.S. federal income tax purposes holds the notes, the tax treatment of a partner generally will depend on the status of the partner and the activities of the partnership. If you own an interest in such an entity, you should consult your tax advisor. In addition, this discussion does not describe any tax consequences arising out of the tax laws of any state, local or foreign jurisdiction, or any possible applicability of U.S. federal gift or estate tax.
 
-53-

Table of Contents
THIS SUMMARY IS FOR GENERAL INFORMATION ONLY. YOU ARE ADVISED TO CONSULT YOUR TAX ADVISOR WITH RESPECT TO THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO YOUR PARTICULAR SITUATION AS WELL AS ANY TAX CONSEQUENCES ARISING UNDER THE U.S. FEDERAL ESTATE, GIFT OR ALTERNATIVE MINIMUM TAX RULES OR UNDER THE LAWS OF ANY STATE, LOCAL, FOREIGN OR OTHER TAXING JURISDICTION OR UNDER ANY APPLICABLE TAX TREATY.
Exchange Offer
The exchange of the old notes for the exchange notes in the exchange offer will not constitute a taxable exchange for U.S. federal income tax purposes. Consequently, you will not recognize gain or loss upon the receipt of exchange notes in the exchange offer, your basis in the exchange notes received in the exchange offer will be the same as your basis in the notes immediately before the exchange, and your holding period in the exchange notes received in the exchange offer will include your holding period in the notes.
 
-54-

Table of Contents
PLAN OF DISTRIBUTION
Each broker-dealer that receives new notes for its own account pursuant to this exchange offer must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such new notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new notes received in exchange for old notes where such old notes were acquired as a result of market-making activities or other trading activities. We have agreed that we will use commercially reasonable efforts to make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale for a period ending on the earlier of (i) 45 days from the date on which the exchange offer registration statement is declared effective and (ii) the date on which a broker-dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities.
We will not receive any proceeds from any sale of new notes by broker-dealers. New notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the new notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any new notes. Any broker-dealer that resells new notes that were received by it for its own account pursuant to this exchange offer and any broker or dealer that participates in a distribution of such new notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of new notes and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.
Until the earlier of (i) 45 days from the date on which the registration statement is declared effective and (ii) the date on which a broker-dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities, we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the letter of transmittal. Pursuant to the registration rights agreement, we have agreed to pay all expenses incident to this exchange offer and will indemnify the holders of the notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.
LEGAL MATTERS
The validity of the exchange notes and guarantees offered hereby will be passed upon for us by Wachtell, Lipton, Rosen & Katz in respect of the laws of the State of New York. In rendering its opinion, Wachtell, Lipton, Rosen & Katz will rely upon the opinion of Dykema Gossett PLLC as to all matters governed by the laws of the State of Michigan, Texas or Illinois, the opinions of K&L Gates LLP as to all matters governed by the laws of the Commonwealth of Pennsylvania or the State of Washington or Florida and the opinion of Morris, Nichols, Arsht & Tunnell LLP as to all matters governed by the laws of the State of Delaware.
EXPERTS
The consolidated financial statements, and the related financial statement schedule, incorporated in this Prospectus by reference from Sears Holdings Corporation’s Annual Report (Form 10-K) for fiscal year 2010, and the effectiveness of Sears Holdings Corporation and subsidiaries’ internal control over financial reporting as of January 29, 2011 have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report, which is incorporated herein by reference. Such financial statements and financial statement schedule have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.
 
-55-

Table of Contents
 
$1,000,000,000

SEARS HOLDINGS CORPORATION
Offer to Exchange
6 5/8% Senior Secured Notes due 2018
Registered under the Securities Act
For
A Like Principal Amount of Outstanding 6 5/8% Senior Secured Notes due 2018
PROSPECTUS
                    , 2011

 

Table of Contents
SEARS HOLDINGS CORPORATION
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 20. Indemnification of Directors and Officers
The Delaware Corporations
Delaware General Corporate Law
Pursuant to the Delaware General Corporation Law (the “DGCL”), a corporation may indemnify any person who was or is a party to or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than a derivative action by or in the right of such corporation) by reason of the fact that such person is or was a director, officer, employee or agent of such corporation, or serving at the request of such corporation in such capacity for another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding, if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of such corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.
The DGCL also permits indemnification by a corporation under similar circumstances for expenses (including attorneys’ fees) actually and reasonably incurred by such persons in connection with the defense or settlement of a derivative action or suit, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to such corporation unless the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.
To the extent a present or former director or officer is successful in the defense of such an action, suit or proceeding, the corporation is required by the DGCL to indemnify such person for actual and reasonable expenses incurred thereby. Expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it is ultimately determined that such person is not entitled to be so indemnified. Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents of the corporation or by persons serving at the request of the corporation as directors, officers, employees or agents of another corporation, partnership, joint venture, trust or other enterprise may be so paid upon such terms and conditions, if any, as the corporation deems appropriate.
The DGCL provides that the indemnification described above shall not be deemed exclusive of other indemnification that may be granted by a corporation pursuant to its by-laws, disinterested directors’ vote, stockholders’ vote, and agreement or otherwise.
The DGCL also provides corporations with the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation in a similar capacity for another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him or her and incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify him or her against such liability as described above.
Sears Holdings Corporation
The Restated Certificate of Incorporation of Sears Holdings Corporation (“Holdings”) requires Holdings to indemnify and hold harmless any director or officer of Holdings to the fullest extent permitted by Delaware law, against all expenses, liabilities and losses, including attorney’s fees, judgments, fines, excise taxes under the Employee Retirement Income Security Act of 1974, as amended, or penalties and amounts to be paid in settlement, reasonably incurred by those persons in connection with any action, suit or proceeding in which they were, are, or have been threatened to be involved by virtue of their service as a director or officer of Holdings or

Table of Contents
their service at the request of Holdings as a director, officer, employee or agent of, or in any other capacity with respect to, another corporation or a partnership, joint venture, trust or other entity or enterprise, including service with respect to employee benefit plans. In general, Holdings will indemnify such a director or officer who initiates an action, suit or proceeding only if such action, suit or proceeding was authorized by the board of directors of Holdings.
In addition, under Holdings’ Restated Certificate of Incorporation, Holdings will pay in advance of the disposition of any action, suit or proceeding, any reasonable expenses incurred by such a director or officer subject to such person, if the DGCL requires, agreeing to repay any such amounts if it is judicially determined that such person is not entitled to be indemnified for such expenses. The indemnification rights conferred by Holdings are not exclusive of any other right to which persons seeking indemnification may be entitled under any statute, Holdings’ Restated Certificate of Incorporation or By-Laws, any agreement, vote of stockholders or disinterested directors or otherwise.
California Builder Appliances, Inc.
Article V of the By-Laws of California Builder Appliances, Inc. (“CBA”) requires CBA to indemnify and hold harmless any director or officer of CBA to the fullest extent permitted by Delaware law. CBA is required to indemnify such a director or officer who initiates an action, suit or proceeding only if such action, suit or proceeding was authorized by the board of directors of CBA.
Florida Builder Appliances, Inc.
Article VI of the Amended and Restated By-Laws of Florida Builder Appliances, Inc. (“FBA”) requires FBA to indemnify and hold harmless any director or officer of FBA to the fullest extent permitted by Delaware law. FBA is required to indemnify such a director or officer who initiates an action, suit or proceeding only if such action, suit or proceeding was authorized by the board of directors of FBA.
Kmart Holding Corporation
Article VII of the Amended and Restated Certificate of Incorporation of Kmart Holding Corporation (“KHC”) requires KHC to indemnify and hold harmless any director or officer of KHC to the fullest extent permitted by Delaware law. KHC is required to indemnify such a director or officer who initiates an action, suit or proceeding only if such action, suit or proceeding was authorized by the board of directors of KHC.
Lands’ End, Inc.
Article VI of the By-Laws of Lands’ End, Inc. (“LEI”) requires LEI to indemnify and hold harmless any director or officer of LEI to the fullest extent permitted by Delaware law. LEI is required to indemnify such a director or officer who initiates an action, suit or proceeding only if such action, suit or proceeding was authorized by the board of directors of LEI.
Lands’ End Direct Merchants, Inc.
Article V of the By-Laws of Lands’ End Direct Merchants, Inc. (“LEDM”) requires LEDM to indemnify and hold harmless any director or officer of LEDM to the fullest extent permitted by Delaware law. LEDM is required to indemnify such a director or officer who initiates an action, suit or proceeding only if such action, suit or proceeding was authorized by the board of directors of LEDM.
 
II-2

Table of Contents
Private Brands, Ltd.
Article VI of the By-Laws of Private Brands, Ltd. (“PBL”) requires PBL to indemnify any current or former director or officer of PBL to the fullest extent permitted by Delaware law.
Sears Brands Management Corporation
Neither the Certificate of Incorporation nor the By-laws of Sears Brands Management Corporation contains an indemnification provision.
Sears Holdings Management Corporation
Article VI of the By-Laws of Sears Holdings Management Corporation (“SHMC”) requires SHMC to indemnify and hold harmless any director or officer of SHMC to the fullest extent permitted by Delaware law. SHMC is required to indemnify such a director or officer who initiates an action, suit or proceeding only if such action, suit or proceeding was authorized by the board of directors of SHMC.
Sears Roebuck Acceptance Corp.
Article XI of the Amended and Restated Certificate of Incorporation of Sears Roebuck Acceptance Corp. (“SRAC”) requires SRAC to indemnify and hold harmless any director or officer of SRAC to the fullest extent permitted by applicable law.
Sears, Roebuck de Puerto Rico, Inc.
Article XII of the Certificate of Incorporation of Sears, Roebuck de Puerto Rico, Inc. (“SRPR”) requires SRPR to indemnify and hold harmless any director or officer of SRPR in connection with any action, suit or proceeding in which they are made parties by reason of having been directors or officers of SRPR, unless they are adjudged in such action to be liable for negligence or misconduct in the performance of duty.
SOE, Inc.
Article VI of the By-Laws of SOE, Inc. (“SOE”) requires SOE to indemnify and hold harmless any director or officer of SOE to the fullest extent permitted by applicable law. SOE is required to indemnify such a director or officer who initiates an action, suit or proceeding only if such action, suit or proceeding was authorized by the board of directors of SOE.
The foregoing statements concerning each of the foregoing entities are subject to the detailed provisions of Section 145 of the DGCL and each entity’s certificate of incorporation or bylaws.
The Delaware Limited Liability Companies
Delaware Limited Liability Company Act
Section 18-303(a) of the Delaware Limited Liability Company Act (the “DLLCA”) provides that, except as otherwise provided by the DLLCA, the debts, obligations and liabilities of a limited liability company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the limited liability company, and no member or manager of a limited liability company shall be obligated personally for any such debt, obligation or liability of the limited liability company solely by reason of being a member or acting as a manager of the limited liability company. Section 18-108 of the DLLCA states that subject to such standards and restrictions, if any, as set forth in its limited liability company agreement, a limited liability company may, and shall have the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever.
A&E Home Delivery, LLC; A&E Lawn & Garden, LLC; A&E Signature Service, LLC
Section 17 of the Limited Liability Company Agreements of the above companies provides for indemnification, to the full extent permitted by applicable law, by the respective company to the member, any affiliate of the member, any officers, directors, shareholders, partners, employees, representatives and agents of
 
II-3

Table of Contents
the member or its respective affiliates, and any officer, director, employee and agent of the company or its affiliates for any loss, damage or claim incurred by such person by reason of any act or omission performed or omitted by such person in good faith on behalf of the company and in a manner reasonably believed to be within the scope of the authority conferred on such person by the Limited Liability Company Agreement, except that no such person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such person by reason of willful misconduct or knowing violation of law not specifically directed by the company with respect to such acts or omissions.
Kmart.com LLC; Sears Authorized Hometown Stores, LLC; MyGofer LLC; Sears Home Appliance Showrooms, LLC; Sears Outlet Stores, L.L.C.; StarWest, LLC
Section 18 of the Limited Liability Company Agreements of the above companies provides for indemnification, to the full extent permitted by applicable law, by the respective company to the member, any affiliate of the member, any officers, directors, shareholders, partners, employees, representatives and agents of the member or its respective affiliates, and any officer, director, employee and agent of the company or its affiliates for any loss, damage or claim incurred by such person by reason of any act or omission performed or omitted by such person in good faith on behalf of the company and in a manner reasonably believed to be within the scope of the authority conferred on such person by the Limited Liability Company Agreement, except that no such person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such person by reason of willful misconduct or knowing violation of law not specifically directed by the company with respect to such acts or omissions.
The Florida Limited Liability Company
Florida Limited Liability Company Act
Section 608.4229 of the Florida Limited Liability Company Act provides that, subject to such standards and restrictions, if any, as are set forth in its articles of organization or operating agreement, a limited liability company shall have the power to indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever. Notwithstanding the foregoing, indemnification or advancement of expenses shall not be made to or on behalf of any member, manager, managing member, officer, employee or agent if a judgment or other final adjudication establishes that the actions, or omissions to act, of such person were material to the cause of action so adjudicated and certain additional requirements are met.
Sears Protection Company (Florida), L.L.C.
Section 17 of the Limited Liability Company Agreement of Sears Protection Company (Florida), L.L.C. provides for indemnification, to the full extent permitted by applicable law, by the company to the member, any affiliate of the member, any officers, directors, shareholders, partners, employees, representatives and agents of the member or its respective affiliates, and any officer, director, employee and agent of the company or its affiliates for any loss, damage or claim incurred by such person by reason of any act or omission performed or omitted by such person in good faith on behalf of the company and in a manner reasonably believed to be within the scope of the authority conferred on such person by the Limited Liability Company Agreement, except that no such person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such person by reason of willful misconduct or knowing violation of law not specifically directed by the company with respect to such acts or omissions.
 
II-4

Table of Contents
The Illinois Corporation
Illinois Business Corporation Act
Section 8.75 of the Illinois Business Corporation Act provides that a corporation may indemnify any person who, by reason of the fact that such person is or was a director, officer, employee or agent of such corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than one brought on behalf of the corporation, against reasonable expenses (including attorneys’ fees), judgments, fines and settlement payments incurred in connection with the action, suit or proceeding, if such person acted in good faith and in a manner he or she reasonably believed to be not opposed to the best interests of such corporation and, in criminal actions or proceedings, in addition, had no reasonable cause to believe his or her conduct was unlawful. In the case of actions on behalf of the corporation, indemnification may extend only to reasonable expenses (including attorneys’ fees) incurred in connection with the defense or settlement of such action or suit and only if such person acted in good faith and in a manner he or she reasonably believed to be not opposed to the best interests of the corporation, provided that no such indemnification is permitted in respect of any claim, issue or matter as to which such person is adjudged to be liable to the corporation except to the extent that the adjudicating court otherwise provides. To the extent that a present or former director, officer or employee of the corporation has been successful in defending any such action, suit or proceeding (even one on behalf of the corporation) or in defense of any claim, issue or matter therein, such person is entitled to indemnification for reasonable expenses (including attorneys’ fees) incurred by such person in connection therewith if the person acted in good faith and in a manner he or she reasonably believed to be not opposed to the best interests of the corporation.
The indemnification provided for by the Illinois Business Corporation Act is not exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any by-law, agreement, vote of shareholders or disinterested directors or otherwise, and a corporation may maintain insurance on behalf of any person who is or was a director, officer, employee or agent against any liabilities asserted against such person in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify the person against such liability under the Illinois Business Corporation Act.
Sears Protection Company
Article VI of the By-Laws of Sears Protection Company (“SPC”) requires SPC to indemnify and hold harmless any director or officer of SPC to the fullest extent permitted by applicable law. SPC is required to indemnify such a director or officer who initiates an action, suit or proceeding only if such action, suit or proceeding was authorized by the board of directors of SPC.
The Illinois Limited Liability Company
Illinois Limited Liability Company Act
Section 15-7 of the Illinois Limited Liability Company Act provides that a limited liability company shall indemnify a member or manager for liabilities incurred by the member or manager in the ordinary course of business of the company or for the preservation of its business or property.
Kmart Stores of Illinois LLC
Article VIII of the Limited Liability Company Agreement of Kmart Stores of Illinois LLC provides for indemnification, to the full extent permitted by applicable law, by the company to the member, managers, any officers, directors, stockholders, partners, employees, representatives and agents of the member, and any officer, employee and agent of the company for any loss, claim, demand, liability, expense, judgment, fine and settlement arising from a claim in which such person may be involved, or threatened to be involved, as a party or otherwise,
 
II-5

Table of Contents
by reason of its management of the affairs of the company or which relates to or arises out of the company or its property, business or affairs, provided such person has not engaged in fraud, willful misconduct, bad faith or gross negligence in respect of the claim.
The Michigan Corporations
Michigan Business Corporation Act
Section 561 of the Michigan Business Corporation Act (the “MBCA”) provides that a Michigan corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (whether civil, criminal, administrative or investigative and whether formal or informal), other than an action by or in the right of the corporation, by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, whether for profit or not, against expenses, including attorneys’ fees, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation or its shareholders, and with respect to any criminal action or proceeding, if the person had no reasonable cause to believe his or her conduct was unlawful. In addition, Section 562 of the MBCA provides that a Michigan corporation may indemnify a person who was or is a party or is threatened to be made a party to a threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, whether for profit or not, against expenses, including attorneys’ fees and amounts paid in settlement actually and reasonably incurred by the person in connection with the action or suit, if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation or its shareholders. The MBCA does not permit indemnification for a claim, issue or matter in which the person has been found liable to the corporation unless application for indemnification is made to, and ordered by, the court conducting the proceeding or another court of competent jurisdiction.
Section 563 of the MBCA provides that a director or officer who has been successful on the merits or otherwise in defense of an action, suit or proceeding referred to in Sections 561 and 562 of the MBCA, or in defense of a claim, issue, or matter in the action, suit or proceeding, shall be indemnified by the corporation against actual and reasonable expenses, including attorneys’ fees, incurred by him or her in connection with the action, suit or proceeding, and an action, suit or proceeding brought to enforce this mandatory indemnification.
Kmart Corporation; Kmart of Michigan, Inc.
Article VI of the By-Laws of the above corporations requires the above corporations to indemnify any director or officer to the fullest extent permitted by the MBCA. However, the above corporations are required to indemnify such a director or officer who initiates an action, suit or proceeding only if such action, suit or proceeding was authorized by its board of directors. Each corporation, by action of its board of directors, may provide indemnification to employees and agents to the same or lesser extent as the indemnification of directors and officers.
The New York Corporation
New York Business Corporation Law
Section 721 of the New York Business Corporation Law (the “NYBCL”) provides that, in addition to indemnification provided in Article 7 of the NYBCL, a corporation may indemnify a director or officer by a provision contained in the certificate of incorporation or by-laws or by a duly authorized resolution of its shareowners or directors or by agreement, provided that no indemnification may be made to or on behalf of any
 
II-6

Table of Contents
director or officer if a judgment or other final adjudication adverse to the director or officer establishes that his acts were committed in bad faith or were the result of active and deliberate dishonesty and material to the cause of action, or that such director or officer personally gained, in fact, a financial profit or other advantage to which he was not legally entitled.
Section 722(a) of the NYBCL provides that a corporation may indemnify a director or officer made, or threatened to be made, a party to any action other than a derivative action, whether civil or criminal, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees, actually and necessarily incurred as a result of such action or proceeding or any appeal therein, if such director or officer acted in good faith, for a purpose which he reasonably believed to be in, or not opposed to, the best interests of the corporation and, in criminal actions or proceedings, in addition, had no reasonable cause to believe that his conduct was unlawful.
Section 722(c) of the NYBCL provides that a corporation may indemnify a director or officer, made or threatened to be made a party in a derivative action, against amounts paid in settlement and reasonable expenses, including attorneys’ fees, actually and necessarily incurred by him in connection with the defense or settlement of such action or in connection with an appeal therein if such director or officer acted in good faith, for a purpose which he reasonably believed to be in, or not opposed to, the best interests of the corporation, except that no indemnification will be available under Section 722(c) of the NYBCL in respect of a threatened or pending action which is settled or otherwise disposed of, or any claim as to which such director or officer shall have been adjudged liable to the corporation, unless and only to the extent that the court in which the action was brought, or, if no action was brought, any court of competent jurisdiction, determines, upon application, that, in view of all the circumstances of the case, the director or officer is fairly and reasonably entitled to indemnity for such portion of the settlement amount and expenses as the court deems proper.
Section 723 of the NYBCL specifies the manner in which payment of indemnification under Section 722 of the NYBCL or indemnification permitted under Section 721 of the NYBCL may be authorized by the corporation. It provides that indemnification may be authorized by the corporation. It provides that indemnification by a corporation is mandatory in any case in which the director or officer has been successful, whether on the merits or otherwise, in defending an action. In the event that the director or officer has not been successful or the action is settled, indemnification must be authorized by the appropriate corporate action as set forth in Section 723 of the NYBCL.
Section 724 of the NYBCL provides that, upon application by a director or officer, indemnification may be awarded by a court to the extent authorized. Sections 722 and 723 of the NYBCL contain certain other miscellaneous provisions affecting the indemnification of directors and officers.
Section 726 of the NYBCL authorizes the purchase and maintenance of insurance to indemnify (i) a corporation for any obligation which it incurs as a result of the indemnification of directors and officers under the provisions of Article 7 of the NYBCL, (ii) directors and officers in instances in which they may be indemnified by the corporation under the provisions of Article 7 of the NYBCL, and (iii) directors and officers in instances in which they may not otherwise be indemnified by the corporation under the provisions of Article 7 of the NYBCL, provided that the contract of insurance covering such directors and officers provides, in a manner acceptable to the New York State Superintendent of Insurance, for a retention amount and for co-insurance.
Sears, Roebuck and Co.
Article VI of the Restated By-Laws of Sears, Roebuck and Co. (“SRC”) requires SRC to indemnify any director or officer to the fullest extent permitted by applicable law.
 
II-7

Table of Contents
The Pennsylvania Corporation
Pennsylvania Business Corporation Law
Chapter 17, Subchapter D of the Pennsylvania Business Corporation Law of 1988, as amended (the “PBCL”), contains provisions permitting indemnification of officers and directors of a business corporation incorporated in Pennsylvania. Sections 1741 and 1742 of the PBCL provide that a business corporation may indemnify directors and officers against liabilities and expenses he or she may incur in connection with a threatened, pending or completed civil, criminal, administrative or investigative proceeding by reason of the fact that he or she is or was a representative of the corporation or was serving at the request of the corporation as a representative of another enterprise, provided that the particular person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful. In general, the power to indemnify under these sections does not exist in the case of actions against a director or officer by or in the right of the corporation if the person otherwise entitled to indemnification shall have been adjudged to be liable to the corporation, unless, and only to the extent that, it is judicially determined that, despite the adjudication of liability but in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnification for the expenses the court deems proper. Section 1743 of the PBCL provides that the corporation is required to indemnify directors and officers against expenses they may incur in defending these actions if they are successful on the merits or otherwise in the defense of such actions.
Section 1746 of the PBCL provides that indemnification under the other sections of Subchapter D of the PBCL is not exclusive of other rights that a person seeking indemnification may have under any by-law, agreement, vote of shareholders or disinterested directors or otherwise, whether or not the corporation would have the power to indemnify the person under any other provision of law. However, Section 1746 of the PBCL prohibits indemnification in circumstances where the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness.
Sears Home Improvement Products, Inc.
Article VII of the By-Laws of Sears Home Improvement Products, Inc. (“SHIP”) requires SHIP to indemnify any director or officer to the fullest extent permitted by law.
The Texas Corporation
Texas Business Corporation Act
Article 2.02-1.B of the Texas Business Corporation Act provides that, subject to certain limitations, “a corporation may indemnify a person who was, is, or is threatened to be made a named defendant or respondent in a proceeding because the person is or was a director only if it is determined in accordance with Section F of this article that the person: (i) conducted himself in good faith; (ii) reasonably believed: (a) in the case of conduct in his official capacity as a director of the corporation, that his conduct was in the corporation’s best interests; and (b) in all other cases, that his conduct was at least not opposed to the corporation’s best interests; and (iii) in the case of any criminal proceeding, had no reasonable cause to believe his conduct was unlawful.”
KLC, Inc.
Article VIII of the By-Laws of KLC, Inc. (“KLC”) requires KLC to indemnify any director, advisory director or officer against all judgments, penalties, fines, amounts paid in settlement and reasonable expenses in connection with any proceeding in which such person was a defendant, respondent or witness, by reason, in whole or in part, of serving or having served as director, advisory director or officer.
 
II-8

Table of Contents
The Texas Limited Liability Company
Texas Business Organization Code
Section 101.402 of the Texas Business Organizations Code (the “TBOC”), as part of the Texas Limited Liability Company Law, provides that a Texas limited liability company may indemnify a person, pay in advance or reimburse expenses incurred by a person, and purchase or procure or establish and maintain insurance or another arrangement to indemnify or hold harmless a person. For the purposes of Section 101.402 of the TBOC, a person includes a member, manager or officer of a limited liability company or an assignee of a membership interest in the company.
Kmart Stores of Texas LLC
Article VIII of the Limited Liability Company Regulations of Kmart Stores of Texas LLC provides for indemnification, to the full extent permitted by applicable law, by the company to the member, managers, any officers, directors, stockholders, partners, employees, representatives and agents of the member, and any officer, employee, representative and agent of the company for any loss, claim, demand, liability, expense, judgment, fine and settlement arising from a claim in which such person may be involved, or threatened to be involved, as a party or otherwise, by reason of its management of the affairs of the company or which relates to or arises out of the company or its property, business or affairs, provided such person has not engaged in fraud, willful misconduct, bad faith or gross negligence in respect of the claim.
The Washington Limited Liability Company
Washington Limited Liability Company Act
Section 25.15.040 of the Washington Limited Liability Company Act (the “WLLCA”) provides that a limited liability company agreement may contain provisions not inconsistent with law that: (a) eliminate or limit the personal liability of a member or manager to the limited liability company or its members for monetary damages for conduct as a member or manager, provided that such provisions shall not eliminate or limit the liability of a member or manager for acts or omissions that involve intentional misconduct or a knowing violation of law by a member or manager, for conduct of the member or manager, violating Section 25.15.235 of the WLLCA (which restricts distributions when a company’s liabilities exceed its assets) or for any transaction from which the member or manager will personally receive a benefit in money, property or services to which the member or manager is not legally entitled; or (b) indemnify any member or manager from and against any judgments, settlements, penalties, fines or expenses incurred in a proceeding to which an individual is a party because he or she is, or was, a member or a manager, provided that no such indemnity shall indemnify a member or a manager from or on account of acts or omissions of the member or manager finally adjudged to be intentional misconduct or a knowing violation of law by the member or manager, conduct of the member or manager adjudged to be in violation of Section 25.15.235 of the WLLCA or any transaction with respect to which it was finally adjudged that such member or manager received a benefit in money, property or services to which such member or manager was not legally entitled.
Kmart of Washington LLC
Section 18(c) of the Amended and Restated Limited Liability Company Agreement of Kmart of Washington LLC provides for indemnification, to the full extent permitted by applicable law, by the company to the member, any affiliate of any member and any officers, directors, shareholders, partners, employees, representatives and agents of the member and any affiliate of any member for any loss, claim or damage arising from such person’s act or omission performed or omitted in good faith on behalf of the company in a manner reasonably believed to be within the scope of authority conferred on such person by the company, provided such person has not engaged in willful misconduct or a knowing violation of law not specifically directed by the company.
 
II-9

Table of Contents
Item 21. Exhibits

Exhibit No.	  	Description of Exhibit	
 	 	
  3.1	  	Restated Certificate of Incorporation of Sears Holdings Corporation (incorporated herein by reference to Exhibit 3.1 to our Current Report on Form 8-K, filed on March 24, 2005)	
 	 	
  3.2	  	Amended and Restated By-Laws of Sears Holdings Corporation (incorporated herein by reference to Exhibit 3.2 to our Current Report on Form 8-K, filed on December 4, 2009)	
 	 	
  4.1	  	Indenture, dated as of October 12, 2010, by and among Sears Holdings Corporation, the Guarantors party thereto and Wells Fargo Bank, National Association, as Trustee and Collateral Agent, governing Sears Holdings Corporation’s 6  5 / 8 % Senior Secured Notes due 2018 (incorporated herein by reference to Exhibit 4.1 to our Current Report on Form 8-K, filed on October 15, 2010)	
 	 	
  4.2	  	Supplemental Indenture, dated as of April 5, 2011, by and among Sears Holdings Corporation, the Guarantors (as defined in the Indenture), Private Brands, Ltd., and Wells Fargo Bank, National Association, as Trustee and Collateral Agent (incorporated herein by reference to Exhibit 4.2 to our Registration Statement on Form S-3, filed on April 12, 2011)	
 	 	
  4.3	  	Security Agreement, dated as of October 12, 2010, by and among Sears Holdings Corporation and the Guarantors party thereto in favor of Wells Fargo Bank, National Association, as Collateral Agent (incorporated herein by reference to Exhibit 4.2 to our Current Report on Form 8-K, filed on October 15, 2010)	
 	 	
  4.4	  	Intercreditor Agreement, dated as of October 12, 2010, by and 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 herein by reference to Exhibit 4.3 to our Current Report on Form 8-K, filed on October 15, 2010)	
 	 	
  4.5	  	Registration Rights Agreement, dated as of October 12, 2010, by and among Sears Holdings Corporation, the Guarantors party thereto and Banc of America Securities LLC, in relation to Sears Holdings Corporation’s 6  5 / 8 % Senior Secured Notes due 2018 (incorporated herein by reference to Exhibit 4.4 to our Current Report on Form 8-K, filed on October 15, 2010)	
 	 	
  4.6	  	Registration Rights Agreement, dated as of October 12, 2010, by and among Sears Holdings Corporation, the Guarantors party thereto and Sears Holdings Corporation Investment Committee on behalf of the Sears Holdings Pension Plan and Sears Holdings Pension Trust, in relation to Sears Holdings Corporation’s 6   5 / 8 % Senior Secured Notes due 2018 initially held by the Sears Holdings Pension Plan (incorporated herein by reference to Exhibit 4.5 to our Current Report on Form 8-K, filed on October 15, 2010)	
 	 	
  5.1*	  	Form of Legal Opinion of Wachtell, Lipton, Rosen & Katz	
 	 	
  5.2*	  	Form of Legal Opinion of Dykema Gossett PLLC	
 	 	
  5.3*	  	Form of Legal Opinion of K&L Gates LLP	
 	 	
  5.4*	  	Form of Legal Opinion of K&L Gates LLP	
 	 	
  5.5*	  	Form of Legal Opinion of K&L Gates LLP	
 	 	
  5.6*	  	Form of Legal Opinion of Morris, Nichols, Arsht & Tunnell LLP	
 	 	
12.1	  	Computation of Ratio of Earnings to Fixed Charges (incorporated herein by reference to Exhibit 12 to our Annual Report on Form 10-K, filed on March 11, 2011)	
 	 	
23.1*	  	Form of Consent of Wachtell, Lipton, Rosen & Katz (contained in Exhibit 5.1)	
 	 	
23.2*	  	Form of Consent of Dykema Gossett PLLC (contained in Exhibit 5.2)	
 
II-10

Table of Contents
 	 	 	
Exhibit No.	  	Description of Exhibit	
 	 	
23.3*	  	Form of Consent of K&L Gates LLP (contained in Exhibit 5.3)	
 	 	
23.4*	  	Form of Consent of K&L Gates LLP (contained in Exhibit 5.4)	
 	 	
23.5*	  	Form of Consent of K&L Gates LLP (contained in Exhibit 5.5)	
 	 	
23.6*	  	Form of Consent of Morris, Nichols, Arsht & Tunnell LLP (contained in Exhibit 5.6)	
 	 	
23.7*	  	Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm	
 	 	
24.1*	  	Power of Attorney (included on the signature pages attached hereto)	
 	 	
25.1*	  	Statement of Eligibility of Trustee	
 	 	
99.1*	  	Form of Letter of Transmittal	
 	 	
99.2*	  	Form of Notice of Guaranteed Delivery	
 	 	
99.3*	  	Form of Letter from Sears Holdings Corporation to Brokers, Dealers	
 	 	
99.4*	  	Form of Letter to Clients	
 
*	filed herewith	
Item 22. Undertakings
Each of the undersigned registrants hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and/or
(iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement.
(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
Each of the undersigned registrants hereby undertakes that, for the purposes of determining any liability under the Securities Act, each filing of its annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
 
II-11

Table of Contents
Each of the undersigned registrants hereby undertakes that, for purposes of determining liability under the Securities Act to any purchaser, if the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of any of the registrants, pursuant to the foregoing provisions, or otherwise, each of the undersigned registrants has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by such registrant of expenses incurred or paid by a director, officer or controlling person of such registrant in the successful defense of any action, suit or proceeding) is asserted by any such director, officer or controlling person in connection with the securities being registered, the corresponding registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether or not such indemnification is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
Each of the undersigned registrants hereby undertakes to respond to requests for information that are incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.
Each of the undersigned registrants hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.
 
II-12

Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Village of Hoffman Estates, State of Illinois, on April 12, 2011.

SEARS HOLDINGS CORPORATION	
 	 	
By:	 	/s/ William K. Phelan	
 	 	Name:	 	William K. Phelan	
 	 	Title:	 	Senior Vice President and Controller	
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Louis J. D’Ambrosio, Michael D. Collins, Dane A. Drobny and William K. Phelan and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	  	Title	 	Date	
 	 	 	
/s/ Edward S. Lampert
(Edward S. Lampert)	  	Director
(Chairman)	 	April 12, 2011	
 	 	 	
/s/ Louis J. D’Ambrosio
(Louis J. D’Ambrosio)	  	Director, Chief Executive Officer
and President
(Principal Executive Officer)	 	April 12, 2011	
 	 	 	
/s/ Michael D. Collins
(Michael D. Collins)	  	Senior Vice President and Chief
Financial Officer
(Principal Financial Officer)	 	April 12, 2011	
 	 	 	
/s/ William K. Phelan
(William K. Phelan)	  	Senior Vice President and Controller
(Principal Accounting Officer)	 	April 12, 2011	
 	 	 	
/s/ W. Bruce Johnson
(W. Bruce Johnson)	  	Director	 	April 12, 2011	
 	 	 	
/s/ William C. Kunkler III
(William C. Kunkler III)	  	Director	 	April 12, 2011	

Table of Contents
 	 	 	 	 	
Signature	  	Title	 	Date	
 	 	 	
/s/ Steven T. Mnuchin
(Steven T. Mnuchin)	  	Director	 	April 12, 2011	
 	 	 	
/s/ Ann N. Reese
(Ann N. Reese)	  	Director	 	April 12, 2011	
 	 	 	
/s/ Emily Scott
(Emily Scott)	  	Director	 	April 12, 2011	
 	 	 	
/s/ Thomas J. Tisch
(Thomas J. Tisch)	  	Director	 	April 12, 2011	

Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Village of Hoffman Estates, State of Illinois, on April 12, 2011.

A&E HOME DELIVERY, LLC
A&E LAWN & GARDEN, LLC
A&E SIGNATURE SERVICE, LLC
SEARS AUTHORIZED HOMETOWN STORES, LLC
SEARS HOME APPLIANCE SHOWROOMS, LLC	
 	
By: Sears, Roebuck and Co., its Member	
 	 	
By:	 	/s/ William K. Phelan	
 	 	Name:	 	William K. Phelan	
 	 	Title:	 	Senior Vice President and Controller	
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Louis J. D’Ambrosio, Michael D. Collins, Dane A. Drobny and William K. Phelan and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	  	Title	 	Date	
 	 	 	
/s/ Louis J. D’Ambrosio
(Louis J. D’Ambrosio)	  	Chief Executive Officer and
President of Sears, Roebuck and Co.
(the member)
(Principal Executive Officer)	 	April 12, 2011	
 	 	 	
/s/ Michael D. Collins
(Michael D. Collins)	  	Senior Vice President and Chief Financial Officer of Sears, Roebuck
and Co. (the member)
(Principal Financial Officer)	 	April 12, 2011	
 	 	 	
/s/ William K. Phelan
(William K. Phelan)	  	Director, Senior Vice President and
Controller of Sears, Roebuck and
Co. (the member)
(Principal Accounting Officer)	 	April 12, 2011	

Table of Contents
 	 	 	 	 	
Signature	  	Title	 	Date	
 	 	 	
/s/ Deidra C. Merriwether
(Deidra C. Merriwether)	  	Director of Sears, Roebuck and Co.
(the member)	 	April 12, 2011	
 	 	 	
/s/ Dane A. Drobny
(Dane A. Drobny)	  	Director of Sears, Roebuck and Co.
(the member)	 	April 12, 2011	

Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Village of Hoffman Estates, State of Illinois, on April 12, 2011.

CALIFORNIA BUILDER APPLIANCES, INC.	
 	 	
By:	 	/s/ William K. Phelan	
 	 	Name:	 	William K. Phelan	
 	 	Title:	 	Vice President	
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Louis J. D’Ambrosio, Michael D. Collins, Dane A. Drobny and William K. Phelan and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	  	Title	 	Date	
 	 	 	
/s/ Daniel A. Post
(Daniel A. Post)	  	President
(Principal Executive Officer)	 	April 12, 2011	
 	 	 	
/s/ Karen M. Smathers
(Karen M. Smathers)	  	Treasurer
(Principal Financial Officer)
(Principal Accounting Officer)	 	April 12, 2011	
 	 	 	
/s/ Shawn P. Pauli
(Shawn P. Pauli)	  	Director	 	April 12, 2011	
 	 	 	
/s/ Todd W. Whitbeck
(Todd W. Whitbeck)	  	Director	 	April 12, 2011	

Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Village of Hoffman Estates, State of Illinois, on April 12, 2011.

FLORIDA BUILDER APPLIANCES, INC.	
 	 	
By:	 	/s/ William K. Phelan	
 	 	Name:	 	William K. Phelan	
 	 	Title:	 	Vice President	
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Louis J. D’Ambrosio, Michael D. Collins, Dane A. Drobny and William K. Phelan and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	  	Title	 	Date	
 	 	 	
/s/ Edward J. Holmes, Jr.
(Edward J. Holmes, Jr.)	  	President
(Principal Executive Officer)	 	April 12, 2011	
 	 	 	
/s/ Karen M. Smathers
(Karen M. Smathers)	  	Treasurer
(Principal Financial Officer)
(Principal Accounting Officer)	 	April 12, 2011	
 	 	 	
/s/ Shawn P. Pauli
(Shawn P. Pauli)	  	Director	 	April 12, 2011	
 	 	 	
/s/ Todd W. Whitbeck
(Todd W. Whitbeck)	  	Director	 	April 12, 2011	

Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Village of Hoffman Estates, State of Illinois, on April 12, 2011.

KLC, INC.	
 	 	
By:	 	/s/ William K. Phelan	
 	 	Name:	 	William K. Phelan	
 	 	Title:	 	Vice President	
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Louis J. D’Ambrosio, Michael D. Collins, Dane A. Drobny and William K. Phelan and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	  	Title	 	Date	
 	 	 	
/s/ Doris D. Collins
(Doris D. Collins)	  	Director, President
(Principal Executive Officer)	 	April 12, 2011	
 	 	 	
/s/ Alfred H. Jasser
(Alfred H. Jasser)	  	Director, Vice President and
Treasurer
(Principal Financial Officer)
(Principal Accounting Officer)	 	April 12, 2011	
 	 	 	
/s/ Lawrence J. Meerschaert
(Lawrence J. Meerschaert)	  	Director	 	April 12, 2011	

Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Village of Hoffman Estates, State of Illinois, on April 12, 2011.

KMART.COM LLC	
 	
By: Bluelight.com, Inc., its Member	
 	 	
By:	 	/s/ William K. Phelan	
 	 	Name:	 	William K. Phelan	
 	 	Title:	 	President	
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Louis J. D’Ambrosio, Michael D. Collins, Dane A. Drobny and William K. Phelan and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	  	Title	 	Date	
 	 	 	
/s/ William K. Phelan
(William K. Phelan)	  	President of Bluelight.com, Inc.
(the member)
(Principal Executive Officer)	 	April 12, 2011	
 	 	 	
/s/ Perry N. Weine
(Perry N. Weine)	  	Treasurer of Bluelight.com, Inc.
(the member)
(Principal Financial Officer)
(Principal Accounting Officer)	 	April 12, 2011	
 	 	 	
/s/ Deidra C. Merriwether
(Deidra C. Merriwether)	  	Director of Bluelight.com, Inc.
(the member)	 	April 12, 2011	
 	 	 	
/s/ Dane A. Drobny
(Dane A. Drobny)	  	Director of Bluelight.com, Inc.
(the member)	 	April 12, 2011	
 	 	 	
/s/ William K. Phelan
(William K. Phelan)	  	Director of Bluelight.com, Inc.
(the member)	 	April 12, 2011	

Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Village of Hoffman Estates, State of Illinois, on April 12, 2011.

KMART CORPORATION
KMART HOLDING CORPORATION
SEARS HOLDINGS MANAGEMENT CORPORATION
SEARS, ROEBUCK AND CO.	
 	 	
By:	 	/s/ William K. Phelan	
 	 	Name:	 	William K. Phelan	
 	 	Title:	 	Senior Vice President and Controller	
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Louis J. D’Ambrosio, Michael D. Collins, Dane A. Drobny and William K. Phelan and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	  	Title	 	Date	
 	 	 	
/s/ Louis J. D’Ambrosio
(Louis J. D’Ambrosio)	  	Chief Executive Officer and
President
(Principal Executive Officer)	 	April 12, 2011	
 	 	 	
/s/ Michael D. Collins
(Michael D. Collins)	  	Senior Vice President and
Chief Financial Officer
(Principal Financial Officer)	 	April 12, 2011	
 	 	 	
/s/ William K. Phelan
(William K. Phelan)	  	Director, Senior Vice President and
Controller
(Principal Accounting Officer)	 	April 12, 2011	
 	 	 	
/s/ Deidra C. Merriwether
(Deidra C. Merriwether)	  	Director	 	April 12, 2011	
 	 	 	
/s/ Dane A. Drobny
(Dane A. Drobny)	  	Director	 	April 12, 2011	

Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Village of Hoffman Estates, State of Illinois, on April 12, 2011.

KMART OF MICHIGAN, INC.	
 	 	
By:	 	/s/ William K. Phelan	
 	 	Name:	 	William K. Phelan	
 	 	Title:	 	Senior Vice President	
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Louis J. D’Ambrosio, Michael D. Collins, Dane A. Drobny and William K. Phelan and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	  	Title	 	Date	
 	 	 	
/s/ Clayton J. Wahl
(Clayton J. Wahl)	  	President
(Principal Executive Officer)	 	April 12, 2011	
 	 	 	
/s/ Lawrence J. Meerschaert
(Lawrence J. Meerschaert)	  	Treasurer and Secretary
(Principal Financial Officer)
(Principal Accounting Officer)	 	April 12, 2011	
 	 	 	
/s/ Deidra C. Merriwether
(Deidra C. Merriwether)	  	Director	 	April 12, 2011	
 	 	 	
/s/ Dane A. Drobny
(Dane A. Drobny)	  	Director	 	April 12, 2011	
 	 	 	
/s/ William K. Phelan
(William K. Phelan)	  	Director	 	April 12, 2011	

Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Village of Hoffman Estates, State of Illinois, on April 12, 2011.

KMART OF WASHINGTON LLC	
KMART STORES OF ILLINOIS LLC	
KMART STORES OF TEXAS LLC	
MYGOFER LLC	
 	
By: Kmart Corporation, its Member	
 	 	
By:	 	/s/ William K. Phelan	
 	 	Name:  William K. Phelan	
 	 	Title:    Senior Vice President and Controller	
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Louis J. D’Ambrosio, Michael D. Collins, Dane A. Drobny and William K. Phelan and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	  	Title	 	Date	
 	 	 	
/s/ Louis J. D’Ambrosio
(Louis J. D’Ambrosio)	  	Chief Executive Officer and
President of Kmart Corporation
(the member)
(Principal Executive Officer)	 	April 12, 2011	
 	 	 	
/s/ Michael D. Collins
(Michael D. Collins)	  	Senior Vice President and
Chief Financial Officer of Kmart
Corporation (the member)
(Principal Financial Officer)	 	April 12, 2011	
 	 	 	
/s/ William K. Phelan
(William K. Phelan)	  	Director, Senior Vice President and
Controller of Kmart Corporation
(the member)
(Principal Accounting Officer)	 	April 12, 2011	
 	 	 	
/s/ Deidra C. Merriwether
(Deidra C. Merriwether)	  	Director of Kmart Corporation
(the member)	 	April 12, 2011	
 	 	 	
/s/ Dane A. Drobny
(Dane A. Drobny)	  	Director of Kmart Corporation
(the member)	 	April 12, 2011	

Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Village of Hoffman Estates, State of Illinois, on April 12, 2011.

LANDS’ END DIRECT MERCHANTS, INC.	
 	 	
By:	 	/s/ William K. Phelan	
 	 	Name:	 	William K. Phelan	
 	 	Title:	 	Vice President	
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Louis J. D’Ambrosio, Michael D. Collins, Dane A. Drobny and William K. Phelan and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	  	Title	 	Date	
 	 	 	
/s/ Mark R. Pickart
(Mark R. Pickart)	  	Director, President
(Principal Executive Officer)	 	April 12, 2011	
 	 	 	
/s/ Timothy O. Martin
(Timothy O. Martin)	  	Director, Treasurer
(Principal Financial Officer) (Principal Accounting Officer)	 	April 12, 2011	
 	 	 	
/s/ Karl A. Dahlen
(Karl A. Dahlen)	  	Director	 	April 12, 2011	

Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Village of Hoffman Estates, State of Illinois, on April 12, 2011.

LANDS’ END, INC.	
 	 	
By:	 	/s/ William K. Phelan	
 	 	Name:	 	William K. Phelan	
 	 	Title:	 	Vice President	
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Louis J. D’Ambrosio, Michael D. Collins, Dane A. Drobny and William K. Phelan and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	  	Title	 	Date	
 	 	 	
/s/ Nicholas P. M. Coe
(Nicholas P. M. Coe)	  	Director, President
(Principal Executive Officer)	 	April 12, 2011	
 	 	 	
/s/ Timothy O. Martin
(Timothy O. Martin)	  	Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) (Principal Accounting Officer)	 	April 12, 2011	
 	 	 	
/s/ Dane A. Drobny
(Dane A. Drobny)	  	Director	 	April 12, 2011	
 	 	 	
/s/ William K. Phelan
(William K. Phelan)	  	Director	 	April 12, 2011	

Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Village of Hoffman Estates, State of Illinois, on April 12, 2011.

PRIVATE BRANDS, LTD.	
 	 	
By:	 	/s/ William K. Phelan	
 	 	Name:	 	William K. Phelan	
 	 	Title:	 	Vice President	
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Louis J. D’Ambrosio, Michael D. Collins, Dane A. Drobny and William K. Phelan and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	  	Title	 	Date	
 	 	 	
/s/ Joseph D. Finney
(Joseph D. Finney)	  	President
(Principal Executive Officer)	 	April 12, 2011	
 	 	 	
/s/ Alfred H. Jasser
(Alfred H. Jasser)	  	Treasurer
(Principal Financial Officer)
(Principal Accounting Officer)	 	April 12, 2011	
 	 	 	
/s/ Joseph D. Finney
(Joseph D. Finney)	  	Director	 	April 12, 2011	
 	 	 	
/s/ William K. Phelan
(William K. Phelan)	  	Director	 	April 12, 2011	

Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Village of Hoffman Estates, State of Illinois, on April 12, 2011.

SEARS BRANDS MANAGEMENT CORPORATION	
 	 	
By:	 	/s/ William K. Phelan	
 	 	Name:	 	William K. Phelan	
 	 	Title:	 	Vice President	
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Louis J. D’Ambrosio, Michael D. Collins, Dane A. Drobny and William K. Phelan and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	  	Title	 	Date	
 	 	 	
/s/ Scott J. Freidheim
(Scott J. Freidheim)	  	Director, President
(Principal Executive Officer)	 	April 12, 2011	
 	 	 	
/s/ Karen M. Smathers
(Karen M. Smathers)	  	Treasurer
(Principal Financial Officer)
(Principal Accounting Officer)	 	April 12, 2011	
 	 	 	
/s/ David B. Luczynski
(David B. Luczynski)	  	Director	 	April 12, 2011	

Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Village of Hoffman Estates, State of Illinois, on April 12, 2011.

SEARS HOME IMPROVEMENT PRODUCTS, INC.	
 	 	
By:	 	/s/ William K. Phelan	
 	 	Name:	 	William K. Phelan	
 	 	Title:	 	Vice President	
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Louis J. D’Ambrosio, Michael D. Collins, Dane A. Drobny and William K. Phelan and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	  	Title	 	Date	
 	 	 	
/s/ Stuart C. Reed
(Stuart C. Reed)	  	Director, President
(Principal Executive Officer)	 	April 12, 2011	
 	 	 	
/s/ Alfred H. Jasser
(Alfred H. Jasser)	  	Treasurer
(Principal Financial Officer)
(Principal Accounting Officer)	 	April 12, 2011	
 	 	 	
/s/ William K. Phelan
(William K. Phelan)	  	Director	 	April 12, 2011	

Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Village of Hoffman Estates, State of Illinois, on April 12, 2011.

SEARS OUTLET STORES, L.L.C.	
 	 	
By:	 	/s/ William K. Phelan	
 	 	Name:	 	William K. Phelan	
 	 	Title:	 	Vice President	
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Louis J. D’Ambrosio, Michael D. Collins, Dane A. Drobny and William K. Phelan and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	  	Title	 	Date	
 	 	 	
/s/ Jamie M. Brooks
(Jamie M. Brooks)	  	President
(Principal Executive Officer)	 	April 12, 2011	
 	 	 	
/s/ Karen M. Smathers
(Karen M. Smathers)	  	Treasurer
(Principal Financial Officer)
(Principal Accounting Officer)	 	April 12, 2011	
 	 	 	
/s/ Deidra C. Merriwether
(Deidra C. Merriwether)	  	Director	 	April 12, 2011	
 	 	 	
/s/ Dane A. Drobny
(Dane A. Drobny)	  	Director	 	April 12, 2011	
 	 	 	
/s/ William K. Phelan
(William K. Phelan)	  	Director
	 	April 12, 2011	

Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Village of Hoffman Estates, State of Illinois, on April 12, 2011.

SEARS PROTECTION COMPANY	
 	 	
By:	 	/s/ William K. Phelan	
 	 	Name:	 	William K. Phelan	
 	 	Title:	 	Vice President	
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Louis J. D’Ambrosio, Michael D. Collins, Dane A. Drobny and William K. Phelan and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	  	Title	 	Date	
 	 	 	
/s/ John T. Pigott
(John T. Pigott)	  	Director, President
(Principal Executive Officer)	 	April 12, 2011	
 	 	 	
/s/ Michael J. Wiest
(Michael J. Wiest)	  	Treasurer
(Principal Financial Officer)
(Principal Accounting Officer)	 	April 12, 2011	
 	 	 	
/s/ Gary L. Mitzner
(Gary L. Mitzner)	  	Director	 	April 12, 2011	
 	 	 	
/s/ Perry N. Weine
(Perry N. Weine)	  	Director	 	April 12, 2011	

Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Village of Hoffman Estates, State of Illinois, on April 12, 2011.

SEARS PROTECTION COMPANY (FLORIDA), L.L.C.	
 	 	
By:	 	Sears Protection Company, its Member	
 	 	
By:	 	/s/ William K. Phelan	
 	 	Name:	 	William K. Phelan	
 	 	Title:	 	Vice President	
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Louis J. D’Ambrosio, Michael D. Collins, Dane A. Drobny and William K. Phelan and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	  	Title	 	Date	
 	 	 	
/s/ John T. Pigott
(John T. Pigott)	  	Director, President of Sears Protection Company (the member)
(Principal Executive Officer)	 	April 12, 2011	
 	 	 	
/s/ Michael J. Wiest
(Michael J. Wiest)	  	Treasurer of Sears Protection Company (the member)
(Principal Financial Officer)
(Principal Accounting Officer)	 	April 12, 2011	
 	 	 	
/s/ Gary L. Mitzner
(Gary L. Mitzner)	  	Director of Sears Protection Company (the member)	 	April 12, 2011	
 	 	 	
/s/ Perry N. Weine
(Perry N. Weine)	  	Director of Sears Protection Company (the member)	 	April 12, 2011	

Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Village of Hoffman Estates, State of Illinois, on April 12, 2011.

SEARS ROEBUCK ACCEPTANCE CORP.	
 	 	
By:	 	/s/ William K. Phelan	
 	 	Name:	 	William K. Phelan	
 	 	Title:	 	Vice President	
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Louis J. D’Ambrosio, Michael D. Collins, Dane A. Drobny and William K. Phelan and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	  	Title	 	Date	
 	 	 	
/s/ Karen M. Smathers
(Karen M. Smathers)	  	Director, President
(Principal Executive Officer)	 	April 12, 2011	
 	 	 	
/s/ Iyohn D. Stokes
(Iyohn D. Stokes)	  	Director, Vice President, Finance and Treasurer
(Principal Financial Officer)
(Principal Accounting Officer)	 	April 12, 2011	
 	 	 	
/s/ Nancy Houghton-Lynch
(Nancy Houghton-Lynch)	  	Director	 	April 12, 2011	
 	 	 	
/s/ Alfred H. Jasser
(Alfred H. Jasser)	  	Director	 	April 12, 2011	
 	 	 	
/s/ William K. Phelan
(William K. Phelan)	  	Director	 	April 12, 2011	
 	 	 	
/s/ Perry N. Weine
(Perry N. Weine)	  	Director	 	April 12, 2011	

Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Village of Hoffman Estates, State of Illinois, on April 12, 2011.

SEARS ROEBUCK DE PUERTO RICO, INC.	
 	 	
By:	 	/s/ William K. Phelan	
 	 	Name:	 	William K. Phelan	
 	 	Title:	 	Vice President	
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Louis J. D’Ambrosio, Michael D. Collins, Dane A. Drobny and William K. Phelan and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	  	Title	 	Date	
 	 	 	
/s/ William T. Seal
(William T. Seal)	  	Director, President
(Principal Executive Officer)	 	April 12, 2011	
 	 	 	
/s/ Alfred H. Jasser
(Alfred H. Jasser)	  	Treasurer
(Principal Financial Officer)	 	April 12, 2011	
 	 	 	
/s/ Marino Vidal Panelli
(Marino Vidal Panelli)	  	Controller
(Principal Accounting Officer)	 	April 12, 2011	
 	 	 	
/s/ Deidra C. Merriwether
(Deidra C. Merriwether)	  	Director	 	April 12, 2011	
 	 	 	
/s/ Jamie M. Brooks
(Jamie M. Brooks)	  	Director	 	April 12, 2011	

Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Village of Hoffman Estates, State of Illinois, on April 12, 2011.

SOE, INC.	
 	 	
By:	 	/s/ William K. Phelan	
 	 	Name:	 	William K. Phelan	
 	 	Title:	 	Vice President	
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Louis J. D’Ambrosio, Michael D. Collins, Dane A. Drobny and William K. Phelan and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	  	Title	 	Date	
 	 	 	
/s/ Raymond Perez
(Raymond Perez)	  	President
(Principal Executive Officer)	 	April 12, 2011	
 	 	 	
/s/ Karen M. Smathers
(Karen M. Smathers)	  	Treasurer
(Principal Financial Officer)
(Principal Accounting Officer)	 	April 12, 2011	
 	 	 	
/s/ Shawn P. Pauli
(Shawn P. Pauli)	  	Director	 	April 12, 2011	
 	 	 	
/s/ Todd W. Whitbeck
(Todd W. Whitbeck)	  	Director	 	April 12, 2011	

Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Village of Hoffman Estates, State of Illinois, on April 12, 2011.

STARWEST, LLC.	
 	 	
By:	 	/s/ William K. Phelan	
 	 	Name:	 	William K. Phelan	
 	 	Title:	 	Vice President	
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Louis J. D’Ambrosio, Michael D. Collins, Dane A. Drobny and William K. Phelan and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	  	Title	 	Date	
 	 	 	
/s/ Richard D. Olive
(Richard D. Olive)	  	President
(Principal Executive Officer)	 	April 12, 2011	
 	 	 	
/s/ Karen M. Smathers
(Karen M. Smathers)	  	Treasurer
(Principal Financial Officer)
(Principal Accounting Officer)	 	April 12, 2011	
 	 	 	
/s/ Shawn P. Pauli
(Shawn P. Pauli)	  	Director	 	April 12, 2011	
 	 	 	
/s/ Todd W. Whitbeck
(Todd W. Whitbeck)	  	Director	 	April 12, 2011	

Table of Contents
EXHIBIT INDEX

Exhibit No.	  	Description of Exhibit	
 	 	
  3.1	  	Restated Certificate of Incorporation of Sears Holdings Corporation (incorporated herein by reference to Exhibit 3.1 to our Current Report on Form 8-K, filed on March 24, 2005).	
 	 	
  3.2	  	Amended and Restated By-Laws of Sears Holdings Corporation (incorporated herein by reference to Exhibit 3.2 to our Current Report on Form 8-K, filed on December 4, 2009).	
 	 	
  4.1	  	Indenture, dated as of October 12, 2010, by and among Sears Holdings Corporation, the Guarantors party thereto and Wells Fargo Bank, National Association, as Trustee and Collateral Agent, governing Sears Holdings Corporation’s 6  5 / 8 % Senior Secured Notes due 2018 (incorporated herein by reference to Exhibit 4.1 to our Current Report on Form 8-K, filed on October 15, 2010).	
 	 	
  4.2	  	Supplemental Indenture, dated as of April 5, 2011, by and among Sears Holdings Corporation, the Guarantors (as defined in the Indenture), Private Brands, Ltd., and Wells Fargo Bank, National Association, as Trustee and Collateral Agent (incorporated herein by reference to Exhibit 4.2 to our Registration Statement on Form S-3, filed on April 12, 2011)	
 	 	
  4.3	  	Security Agreement, dated as of October 12, 2010, by and among Sears Holdings Corporation and the Guarantors party thereto in favor of Wells Fargo Bank, National Association, as Collateral Agent (incorporated herein by reference to Exhibit 4.2 to our Current Report on Form 8-K, filed on October 15, 2010).	
 	 	
  4.4	  	Intercreditor Agreement, dated as of October 12, 2010, by and 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 herein by reference to Exhibit 4.3 to our Current Report on Form 8-K, filed on October 15, 2010).	
 	 	
  4.5	  	Registration Rights Agreement, dated as of October 12, 2010, by and among Sears Holdings Corporation, the Guarantors party thereto and Banc of America Securities LLC, in relation to Sears Holdings Corporation’s 6  5 / 8 % Senior Secured Notes due 2018 (incorporated herein by reference to Exhibit 4.4 to our Current Report on Form 8-K, filed on October 15, 2010).	
 	 	
  4.6	  	Registration Rights Agreement, dated as of October 12, 2010, by and among Sears Holdings Corporation, the Guarantors party thereto and Sears Holdings Corporation Investment Committee on behalf of the Sears Holdings Pension Plan and Sears Holdings Pension Trust, in relation to Sears Holdings Corporation’s 6  5 / 8 % Senior Secured Notes due 2018 initially held by the Sears Holdings Pension Plan (incorporated herein by reference to Exhibit 4.5 to our Current Report on Form 8-K, filed on October 15, 2010).	
 	 	
  5.1*	  	Form of Legal Opinion of Wachtell, Lipton, Rosen & Katz	
 	 	
  5.2*	  	Form of Legal Opinion of Dykema Gossett PLLC	
 	 	
  5.3*	  	Form of Legal Opinion of K&L Gates LLP	
 	 	
  5.4*	  	Form of Legal Opinion of K&L Gates LLP	
 	 	
  5.5*	  	Form of Legal Opinion of K&L Gates LLP	
 	 	
  5.6*	  	Form of Legal Opinion of Morris, Nichols, Arsht & Tunnell LLP	
 	 	
12.1	  	Computation of Ratio of Earnings to Fixed Charges (incorporated herein by reference to Exhibit 12 to our Annual Report on Form 10-K, filed on March 11, 2011)	
 	 	
23.1*	  	Form of Consent of Wachtell, Lipton, Rosen & Katz (contained in Exhibit 5.1)	
 	 	
23.2*	  	Form of Consent of Dykema Gossett PLLC (contained in Exhibit 5.2)	
 	 	
23.3*	  	Form of Consent of K&L Gates LLP (contained in Exhibit 5.3)	

Table of Contents
 	 	 	
Exhibit No.	  	Description of Exhibit	
 	 	
23.4*	  	Form of Consent of K&L Gates LLP (contained in Exhibit 5.4)	
 	 	
23.5*	  	Form of Consent of K&L Gates LLP (contained in Exhibit 5.5)	
 	 	
23.6*	  	Form of Consent of Morris, Nichols, Arsht & Tunnell LLP (contained in Exhibit 5.6)	
 	 	
23.7*	  	Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm	
 	 	
24.1*	  	Power of Attorney (included on the signature pages attached hereto)	
 	 	
25.1*	  	Statement of Eligibility of Trustee	
 	 	
99.1*	  	Form of Letter of Transmittal	
 	 	
99.2*	  	Form of Notice of Guaranteed Delivery	
 	 	
99.3*	  	Form of Letter from Sears Holdings Corporation to Brokers, Dealers	
 	 	
99.4*	  	Form of Letter to Clients	
 
*	filed herewith	

Exhibit 5.1
[LETTERHEAD OF WACHTELL, LIPTON, ROSEN & KATZ]
April     , 2011
Sears Holdings Corporation
3333 Beverly Road
Hoffman Estates, IL 60179
 
 	Re:	Sears Holdings Corporation Registration Statement on	
 Form S-4 initially filed on April 12, 2011
Ladies and Gentlemen:
We have acted as special counsel to Sears Holdings Corporation, a Delaware corporation (the “Company”), in connection with the registration, pursuant to a registration statement on Form S-4 (the “ Registration Statement ”), initially filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “ Act ”), on April 12, 2011, of the proposed offer by the Company to exchange (the “ Exchange Offer ”) up to $1,000,000,000 of its outstanding unregistered 6   5 / 8 % Senior Secured Notes due 2018 (the “ Outstanding Notes ”) and the related guarantees for (i) a like principal amount of its 6   5 / 8 % Senior Secured Notes due 2018 (the “ Registered Notes ”) and (ii) guarantees (the “ Guarantees ”) of the guarantors listed in the Registration Statement (the “ Registrant Guarantors ”) pursuant to the Indenture referred to below, in each case registered under the Act. The Company is proposing the Exchange Offer in accordance with the terms of a Registration Rights Agreement with respect to the Outstanding Notes by and among the Company, the guarantors party thereto and Banc of America Securities LLC, as representative of the initial purchasers referenced therein, dated as of October 12, 2010.
The Outstanding Notes have been, and the Registered Notes will be, issued pursuant to an Indenture, dated as of October 12, 2010 (as supplemented by that First Supplemental Indenture, dated April 5, 2011, by and among the Company, the Guarantors (as defined in the Indenture), Private Brands, Ltd., and the Trustee (as defined below), the “ Indenture ”), by and among the Company, the guarantors party thereto and Wells Fargo Bank, National Association, as trustee and collateral agent (the “ Trustee ”).
We have examined originals or copies certified or otherwise identified to our satisfaction of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or appropriate for the purposes of this opinion. The Registered Notes, the Guarantees and the Indenture are referred to herein as the “ Transaction Documents .” We have also conducted such investigations of fact and law as we have deemed necessary or

Sears Holdings Corporation
April     , 2011
Page 2
 
advisable for purposes of this opinion. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to authentic original documents of all documents submitted to us as copies and the legal capacity of all individuals executing such documents. As to any facts material to this opinion which we did not independently establish or verify, we have, with your consent, relied upon the statements, certificates and representations of officers and other representatives of parties to the Transaction Documents. We have also assumed the valid authorization, execution and delivery of the Transaction Documents by each party thereto other than Sears, Roebuck and Co., and we have assumed that each such other party (in the case of parties which are not natural persons) has been duly organized and is validly existing and in good standing under its jurisdiction of organization, that each such other party has the legal capacity, power and authority to perform its obligations thereunder and that the Indenture constitutes the valid and binding obligation of the Trustee, enforceable against it in accordance with its terms.
We are members of the Bar of the State of New York, and we have not considered, and we express no opinion as to, the laws of any jurisdiction other than the laws of the State of New York and the federal securities laws of the United States of America, in each case as in effect on the date hereof (the “ Relevant Laws ”).
Insofar as the opinions expressed herein relate to or are dependent upon matters governed by (i) the laws of the State of Michigan, Texas or Illinois, we have relied upon the opinion dated April       , 2011 of Dykema Gossett PLLC, special counsel to the Registrant Guarantors incorporated or organized in the State of Michigan, Texas or Illinois; (ii) the laws of the Commonwealth of Pennsylvania or the State of Washington or Florida, we have relied upon the opinions, each dated April       , 2011, of K&L Gates LLP, special counsel to the Registrant Guarantors incorporated or organized in the Commonwealth of Pennsylvania or the State of Washington or Florida; and (iii) the laws of the State of Delaware, we have relied upon the opinion dated April       , 2011 of Morris, Nichols, Arsht & Tunnell LLP, special counsel to Registrant Guarantors incorporated or organized in the State of Delaware, in each case of clauses (i) through (iii), which are opinions being filed as an exhibit to the Registration Statement.
Based upon the foregoing, and subject to the qualifications set forth in this letter, it is our opinion that when (i) the Registration Statement has become effective under the Act, (ii) the Outstanding Notes have been exchanged in the manner described in the prospectus forming a part of the Registration Statement, (iii) the Registered Notes have been duly executed, authenticated, issued and delivered by the Company in accordance with the terms of the Indenture against receipt of the Outstanding Notes surrendered in exchange therefor, (iv) the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended, and (v) applicable provisions of “blue sky” laws have been complied with,
 
 	(a)	the Registered Notes proposed to be issued pursuant to the Exchange Offer will constitute valid and legally binding obligations of the Company, entitled to the benefits of the Indenture and enforceable in accordance with their terms, except as may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally and by general equitable principles (whether considered in a proceeding in equity or at law); and	

Sears Holdings Corporation
April     , 2011
Page 3
 
 	(b)	the Guarantees proposed to be issued pursuant to the Exchange Offer will constitute valid and legally binding obligations of each Registrant Guarantor, entitled to the benefits of the Indenture and enforceable in accordance with their terms, except as may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally and by general equitable principles (whether considered in a proceeding in equity or at law).	
The opinions expressed herein are subject to the following qualifications and comments:
 
 	(a)	Any provisions of the Registered Notes that permit any party thereto to take action or make determinations, or to benefit from indemnities and similar undertakings of any party to the Registered Notes, may be subject to a requirement that such action be taken or such determinations be made, and any action or inaction by such party that may give rise to a request for payment under such an undertaking be taken or not taken, on a reasonable basis and in good faith.	
 
 	(b)	We express no opinion as to (i) whether a federal or state court outside the state of New York would give effect to any choice of law provided for in the Registered Notes, (ii) any provisions of the Registered Notes that relate to the subject matter jurisdiction of the federal or state courts of a particular jurisdiction to adjudicate any controversy related to the Registered Notes or the transactions contemplated thereby, (iii) any waiver of inconvenient forum set forth in the Registered Notes or (iv) any waiver of jury trial found in the Registered Notes.	
We hereby consent to the filing of a copy of this opinion as an exhibit to the Registration Statement and to the use of our name in the prospectus forming a part of the Registration Statement under the caption “Legal Matters.” In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act and the rules and regulations thereunder. This opinion speaks as of its date, and we undertake no (and hereby disclaim any) obligation to update this opinion.
Very truly yours,

Exhibit 5.2

 	  	 	  	 	  	Dykema Gossett PLLC	 	
 	  	 	  	 	  	10 South Wacker Drive	 	 	
 	  	 	  	 	  	Suite 2300	 	 	 	
 	  	 	  	 	  	Chicago, Illinois 60606	 	 	 	 	
 	  	 	  	 	  	WWW.DYKEMA.COM	 	 	 	 	 	
 	  	 	  	 	  	Tel:	 	(312) 876-1700	 	 	 	 	 	 	
 	  	 	  	 	  	Fax:	 	(312) 627-2302	 	 	 	 	 	 	
April     , 2011
Sears Holdings Corporation
3333 Beverly Road
Hoffman Estates, Illinois 60179
 
Re:	Registration Statement on Form S-4 filed by Sears Holdings Corporation	
Ladies and Gentlemen:
We have been retained as special counsel to Kmart Stores of Illinois LLC, an Illinois limited liability company (“KSI-LLC”), Sears Protection Company, an Illinois corporation (“ S-Protection ”), Kmart Corporation, a Michigan corporation (“ Kmart ”), Kmart of Michigan, Inc., a Michigan corporation (“ KOM ”), KLC, Inc., a Texas corporation (“ KLC ”), and Kmart Stores of Texas LLC, a Texas limited liability company (“ KST-LLC ”) (KSI-LLC, S-Protection, KOM, KLC, and KST-LLC are referred to herein collectively as the “ Specified Entities ”), as to certain matters of Illinois, Michigan and Texas law relating to the guarantee by the Specified Entities of the Exchange Notes (as defined below). The Specified Entities are among several guarantors (such guarantors, including the Specified Entities, are hereinafter collectively referred to as the “ Subsidiary Guarantors ”) in connection with a registration statement on Form S-4, as amended (the “ Registration Statement ”), initially filed by the parent of the Specified Entities, Sears Holdings Corporation, a Delaware corporation (“ Parent ”), with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “ Securities Act ”), on April 12, 2011. The Registration Statement relates to the exchange (the “ Exchange Offer ”) of up to $1,000,000,000 aggregate principal amount of the outstanding 6 5/8% senior secured notes due 2018 (the “ Old Notes ”) of Parent and the related guarantees for (i) an equal principal amount of 6 5/8% senior secured notes due 2018 (the “ Exchange Notes ”) of Parent and (ii) the related guarantees of the Subsidiary Guarantors pursuant to the Indenture (as defined below), in each case registered under the Securities Act. We understand that the Exchange Notes will represent the same debt as the Old Notes and Parent will issue the Exchange Notes under the same Indenture, dated as of October 12, 2010, as amended by the First Supplemental Indenture dated April 5, 2011, by and among Parent, the Subsidiary Guarantors party thereto and Wells Fargo Bank, National Association, as trustee and collateral agent (the “ Indenture ”). Capitalized terms used but not defined herein shall have the meanings assigned thereto in the Indenture.
California | Illinois | Michigan | Texas | Washington D.C.

Sears Holding Corporation
April     , 2011
Page 2
 
Our knowledge of the Specified Entities’ business, records, transactions and activities is limited to the information which has been brought to our attention by the Specified Entities in connection with such matters. We have reviewed the following:
(a) The Indenture, including the form of Exchange Note;
(b) The First Supplemental Indenture;
(c) Registration Rights Agreement dated as of October 12, 2010, by and among Parent, the Subsidiary Guarantors party thereto, and Banc of America Securities LLC (“ Registration Rights Agreement ”);
(d) Notation of Guaranty executed by each Specified Entity with respect to the Exchange Notes;
(e) Originals or copies of the Articles of Organization and Amended and Restated Limited Liability Company Agreement of KSI-LLC; the Articles of Incorporation and By-Laws of S-Protection; the Articles of Incorporation and By-Laws of each of Kmart and KOM; the Certificate of Incorporation and By-Laws of KLC; and the Certificate of Organization and Amended and Restated Limited Liability Company Agreement of KST-LLC (collectively, the “ Organizational Documents ”);
(f) Resolutions of the boards of managers, members or boards of directors, as the case may be, of the Specified Entities relating, among other things, to the Transaction Documents (as defined below);
(g) Certificates of Good Standing, Existence or Fact, as the case may be, issued by the relevant Secretaries of State or other department of states of incorporation or organization of each Specified Entity; and
(h) Certificates of an Officer or Managing Member, as the case may be, of each Specified Entity as to certain factual matters (“ Certificates ”).
The documents described above in paragraphs (a) through (d) inclusive above are referred to herein collectively as the “Transaction Documents .”
In rendering the opinions expressed below, we have assumed, with your permission and without independent verification, that:
(a) all documents submitted to us as originals or duplicate originals are authentic;
(b) all documents submitted to us as copies, whether certified or not, conform to authentic original documents;
 
California  |  Illinois  |  Michigan  |  Texas  |   Washington D.C.

Sears Holding Corporation
April     , 2011
Page 3
 
(c) the signatures of persons signing all documents in connection with which this opinion is rendered are authorized and genuine;
(d) there are no documents or agreements, other than the Transaction Documents, which would affect any of the opinions expressed in this opinion letter; and
(e) that no changes in the facts certified in any Certificate has occurred or will occur after the date of the Certificate.
We have examined and relied upon representations made in the Certificates and on certificates of public officials for certain factual matters. With your consent, we have not independently verified the factual matters contained in such representations.
In rendering our opinions in paragraphs (a)-(f) below regarding the good standing and valid existence of each Specified Entity, we have relied solely upon the Certificates of Good Standing, Existence or Fact described above, which we have assumed to be valid as of the date hereof.
We express no opinion as to, or the effect or applicability of, any law other than the laws of the States of Illinois, Michigan and Texas.
Our opinions are subject to the effect of bankruptcy, insolvency, reorganization, arrangement, moratorium, fraudulent transfer, fraudulent conveyance or other similar laws.
Based upon the foregoing and subject to the qualifications stated herein, we are of the opinion that:
(a) KSI-LLC is a limited liability company, validly existing and in good standing under the laws of the State of Illinois;
(b) S-Protection is a corporation, validly existing and in good standing under the laws of the State of Illinois;
(c) Kmart is a corporation, validly existing and in good standing under the laws of the State of Michigan;
(d) KOM is a corporation, validly existing and in good standing under the laws of the State of Michigan;
(e) KLC is a corporation, validly existing and in good standing under the laws of the State of Texas;
(f) KST-LLC is a limited liability company, validly existing and in good standing under the laws of the State of Texas;
 
California  |  Illinois  |  Michigan  |  Texas  |   Washington D.C.

Sears Holding Corporation
April     , 2011
Page 4
 
(g) Each Specified Entity has the corporate or limited liability company power to guarantee the Exchange Notes pursuant to the terms of the Indenture and to execute and deliver the Transaction Documents to which it is a party and perform its obligations thereunder;
(h) Each Specified Entity has, by all necessary corporate or limited liability company action, duly authorized the guarantee of the Exchange Notes pursuant to the terms of the Indenture and the execution, delivery and performance of the Transaction Documents to which it is a party; and
(i) Each Specified Entity has executed and delivered the Transaction Documents.
We are furnishing this opinion letter solely in connection with the Exchange Offer. The foregoing opinions are rendered as of the date of this opinion letter, except as otherwise indicated. We assume no obligation to update or supplement any of our opinions to reflect any changes of law or fact that may occur after the date hereof.
Our opinions are limited to the specific issues addressed and are limited in all respects to laws and facts existing on the date hereof. By rendering our opinions, we do not undertake to advise you of any changes in such laws or facts, which may occur after the date hereof.
We consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement and the reference to this firm under the heading “Legal Matters” in the related prospectus. We also consent to the reliance by Wachtell, Lipton, Rosen & Katz on the opinions expressed herein. In rendering this opinion and giving this consent, we do not admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act and the rules and regulations promulgated thereunder.
Very truly yours,
DYKEMA GOSSETTPLLC
 
California  |  Illinois  |  Michigan  |  Texas  |   Washington D.C.

Exhibit 5.3
[K&L Gates LLP Letterhead]
April     , 2011
Sears Holdings Corporation
3333 Beverly Road
Hoffman Estates, IL 60179
 
 	Re:	Sears Protection Company (Florida), L.L.C. –	
Registration Statement on Form S-4
Ladies and Gentlemen:
We have acted as special Florida counsel to Sears Protection Company (Florida), L.L.C., a Florida limited liability company (the “Specified Entity ”), in connection with the guaranty by the Specified Entity of the Exchange Notes (as defined below). The Specified Entity is one of several guarantors (such guarantors, including the Specified Entity, are hereinafter collectively referred to as the “ Subsidiary Guarantors ”) described in the registration statement on Form S-4, as amended (the “ Registration Statement ”), relating to the proposed issuance and exchange (the “ Exchange Offer ”) of up to $1,000,000,000 aggregate principal amount of the outstanding 6 5/8% senior secured notes due 2018 (the “ Old Notes ”) of Sears Holdings Corporation, a Delaware corporation (the “ Parent ”) and the related guarantees for (i) an equal principal amount of 6 5/8% senior secured notes due 2018 (the “ Exchange Notes ”) of Parent and (ii) the related guarantees of the Subsidiary Guarantors pursuant to the Indenture (as defined below), in each case registered under the Securities Act. We understand that the Exchange Notes will represent the same debt as the Old Notes and the Parent will issue the Exchange Notes under the same Indenture, dated as of October 12, 2010 by and among Parent, the Subsidiary Guarantors party thereto, and Wells Fargo Bank, National Association, as trustee and collateral agent (the “ Trustee ”) (as supplemented by the First Supplemental Indenture, dated April 5, 2011 (the “ Supplemental Indenture ”), by and among Parent, the Subsidiary Guarantors, Private Brands, Ltd. and the Trustee, the “ Indenture ”). Capitalized terms used but not defined herein shall have the meanings assigned thereto in the Indenture. This opinion letter has been prepared and should be understood in accordance with the Legal Opinion Principles , 53 Bus. Law. 831 (1998) (the “ ABA Report ”), and  Third Party “Closing” Opinions: A Report of the TriBar Opinion Committee , 53 Bus. Law. 592 (1998). This opinion letter is being delivered with the consent of the Specified Entity.
In connection with rendering the opinions referred to below, we have examined the following documents:

Sears Holdings Corporation
April     , 2011
Page 2
 
 	1.	executed copy of the Indenture;	
 
 	2.	executed copy of the Supplemental Indenture;	
 
 	3.	Registration Rights Agreement dated as of October 12, 2010, by and among Parent, the Subsidiary Guarantors party thereto, and Banc of America Securities LLC; and	
 
 	4.	executed copy of the Notation of Guaranty with respect to the Exchange Notes.	
The documents described above in numbered paragraphs 1 through 4 inclusive above are referred to herein collectively as the “Transaction Documents .”
We have also examined the Specified Entity’s Articles of Organization and Operating Agreement (collectively, the “Organizational Documents ”).
We also have examined and relied on certificates of public officials and, as to certain matters of fact that are material to our opinions, we have also examined and relied on a certificate of an officer of the Specified Entity (the “ Fact Certificate ”). A copy of the Fact Certificate is attached to this opinion letter.
For the purposes of this opinion letter we have assumed that:
 
 	(a)	each document submitted to us is accurate and complete, each such document that is an original is authentic, all signatures on each such document are genuine, each individual executing any such document has the legal competence to do so, and each such document that is a copy or facsimile conforms to an authentic original;	
 
 	(b)	each certificate or other document issued by a public authority is accurate, complete and authentic as of the date of this opinion letter, and all official public records (including their proper indexing and filing) are accurate and complete; and	
 
 	(c)	no changes in the facts certified in the Fact Certificate have occurred or will occur after the date of the Fact Certificate.	
We have also made the assumptions that are customary in opinion letters of this kind. We have not verified any of the foregoing assumptions.

Sears Holdings Corporation
April     , 2011
Page 3
 
The opinions expressed in this opinion letter are limited to the law of the State of Florida. We are not opining on federal law or the law of any county, municipality or other political subdivision or local governmental agency or authority. Except as expressly set forth in this opinion letter, we are not opining on specialized laws that are not customarily covered in opinion letters of this kind, such as tax, antitrust, pension, employee benefit, environmental, insurance, labor, health and safety, commodities and securities laws.
Based on the foregoing, and subject to the foregoing and the additional qualifications and other matters set forth below, it is our opinion that:
1. The Specified Entity is a limited liability company duly organized under the laws of the State of Florida, and its status is “active.”
2. The Specified Entity has the limited liability company power to guarantee the Exchange Notes pursuant to the terms of the Indenture and to execute and deliver the Transaction Documents to which it is a party and perform its obligations thereunder.
3. The Specified Entity has, by all necessary limited liability company action, duly authorized the guarantee of the Exchange Notes pursuant to the terms of the Indenture and the execution, delivery and performance of the Transaction Documents to which it is a party.
4. The Specified Entity has executed and delivered the Transaction Documents to which it is a party.
We are furnishing this opinion letter solely in connection with the Registration Statement. The foregoing opinions are rendered as of the date of this opinion letter, except as otherwise indicated. We assume no obligation to update or supplement any of our opinions to reflect any changes of law or fact that may occur after the date hereof.
We hereby consent to the reliance by Wachtell, Lipton, Rosen & Katz on the opinions expressed herein. Additionally, we hereby consent to the filing of copies of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement and to the use of our name in the prospectus forming a part of the Registration Statement under the caption “Legal Matters”, but in giving this consent we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, and the rules and regulations thereunder.
Yours truly,

Sears Holdings Corporation
April     , 2011
Page 4
 
Attachment:    Fact Certificate

Exhibit 5.4
[K&L Gates LLP Letterhead]
April     , 2011
Sears Holdings Corporation
3333 Beverly Road
Hoffman Estates, IL 60179
 
 	Re:	Sears Home Improvement Products, Inc. –	
Registration Statement on Form S-4
Ladies and Gentlemen:
We have acted as special Pennsylvania counsel to Sears Home Improvement Products, Inc., a Pennsylvania corporation (the “Specified Entity ”), in connection with the guaranty by the Specified Entity of the Exchange Notes (as defined below). The Specified Entity is one of several guarantors (such guarantors, including the Specified Entity, are hereinafter collectively referred to as the “ Subsidiary Guarantors ”) described in the registration statement on Form S-4, as amended (the “ Registration Statement ”), relating to the proposed issuance and exchange (the “ Exchange Offer ”) of up to $1,000,000,000 aggregate principal amount of the outstanding 6 5/8% senior secured notes due 2018 (the “ Old Notes ”) of Sears Holdings Corporation, a Delaware corporation (the “ Parent ”) and the related guarantees for (i) an equal principal amount of 6 5/8% senior secured notes due 2018 (the “ Exchange Notes ”) of Parent and (ii) the related guarantees of the Subsidiary Guarantors pursuant to the Indenture (as defined below), in each case registered under the Securities Act. We understand that the Exchange Notes will represent the same debt as the Old Notes and the Parent will issue the Exchange Notes under the same Indenture, dated as of October 12, 2010 by and among Parent, the Subsidiary Guarantors party thereto, and Wells Fargo Bank, National Association, as trustee and collateral agent (the “ Trustee ”) (as supplemented by the First Supplemental Indenture, dated April 5, 2011 (the “ Supplemental Indenture ”), by and among Parent, the Subsidiary Guarantors, Private Brands, Ltd. and the Trustee, the “ Indenture ”). Capitalized terms used but not defined herein shall have the meanings assigned thereto in the Indenture. This opinion letter has been prepared and should be understood in accordance with the Legal Opinion Principles , 53 Bus. Law. 831 (1998) (the “ ABA Report ”), and  Third Party “Closing” Opinions: A Report of the TriBar Opinion Committee , 53 Bus. Law. 592 (1998). This opinion letter is being delivered with the consent of the Specified Entity.
In connection with rendering the opinions referred to below, we have examined the following documents:

Sears Holdings Corporation
April     , 2011
Page 2
 
 	1.	executed copy of the Indenture;	
 
 	2.	executed copy of the Supplemental Indenture;	
 
 	3.	Registration Rights Agreement dated as of October 12, 2010, by and among Parent, the Subsidiary Guarantors party thereto, and Banc of America Securities LLC; and	
 
 	4.	executed copy of the Notation of Guaranty with respect to the Exchange Notes.	
The documents described above in numbered paragraphs 1 through 4 inclusive above are referred to herein collectively as the “Transaction Documents .”
We have also examined the Specified Entity’s Articles of Incorporation and By-laws (collectively, the “Organizational Documents ”).
We also have examined and relied on certificates of public officials and, as to certain matters of fact that are material to our opinions, we have also examined and relied on a certificate of an officer of the Specified Entity (the “ Fact Certificate ”). A copy of the Fact Certificate is attached to this opinion letter.
For the purposes of this opinion letter we have assumed that:
 
 	(a)	each document submitted to us is accurate and complete, each such document that is an original is authentic, all signatures on each such document are genuine, each individual executing any such document has the legal competence to do so, and each such document that is a copy or facsimile conforms to an authentic original;	
 
 	(b)	each certificate or other document issued by a public authority is accurate, complete and authentic as of the date of this opinion letter, and all official public records (including their proper indexing and filing) are accurate and complete; and	
 
 	(c)	no changes in the facts certified in the Fact Certificate have occurred or will occur after the date of the Fact Certificate.	
We have also made the assumptions that are customary in opinion letters of this kind. We have not verified any of the foregoing assumptions.

Sears Holdings Corporation
April     , 2011
Page 3
 
The opinions expressed in this opinion letter are limited to the law of the Commonwealth of Pennsylvania. We are not opining on federal law or the law of any county, municipality or other political subdivision or local governmental agency or authority. Except as expressly set forth in this opinion letter, we are not opining on specialized laws that are not customarily covered in opinion letters of this kind, such as tax, antitrust, pension, employee benefit, environmental, insurance, labor, health and safety, commodities and securities laws.
Based on the foregoing, and subject to the foregoing and the additional qualifications and other matters set forth below, it is our opinion that:
1. The Specified Entity is a corporation duly organized and subsisting under the laws of the Commonwealth of Pennsylvania.
2. The Specified Entity has the corporate power to guarantee the Exchange Notes pursuant to the terms of the Indenture and to execute and deliver the Transaction Documents to which it is a party and perform its obligations thereunder.
3. The Specified Entity has, by all necessary corporate action, duly authorized the guarantee of the Exchange Notes pursuant to the terms of the Indenture and the execution, delivery and performance of the Transaction Documents to which it is a party.
4. The Specified Entity has executed and delivered the Transaction Documents to which it is a party.
We are furnishing this opinion letter solely in connection with the Registration Statement. The foregoing opinions are rendered as of the date of this opinion letter, except as otherwise indicated. We assume no obligation to update or supplement any of our opinions to reflect any changes of law or fact that may occur after the date hereof.
We hereby consent to the reliance by Wachtell, Lipton, Rosen & Katz on the opinions expressed herein. Additionally, we hereby consent to the filing of copies of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement and to the use of our name in the prospectus forming a part of the Registration Statement under the caption “Legal Matters”, but in giving this consent we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, and the rules and regulations thereunder.
Yours truly,

Sears Holdings Corporation
April     , 2011
Page 4
 
Attachment:    Fact Certificate

Exhibit 5.5
[K&L Gates LLP Letterhead]
April     , 2011
Sears Holdings Corporation
3333 Beverly Road
Hoffman Estates, IL 60179
 
 	Re:	Kmart of Washington LLC –	
Registration Statement on Form S-4
Ladies and Gentlemen:
We have acted as special Washington counsel to Kmart of Washington LLC, a Washington limited liability company (the “Specified Entity ”), in connection with the guaranty by the Specified Entity of the Exchange Notes (as defined below). The Specified Entity is one of several guarantors (such guarantors, including the Specified Entity, are hereinafter collectively referred to as the “ Subsidiary Guarantors ”) described in the registration statement on Form S-4, as amended (the “ Registration Statement ”), relating to the proposed issuance and exchange (the “ Exchange Offer ”) of up to $1,000,000,000 aggregate principal amount of the outstanding 6 5/8% senior secured notes due 2018 (the “ Old Notes ”) of Sears Holdings Corporation, a Delaware corporation (the “ Parent ”) and the related guarantees for (i) an equal principal amount of 6 5/8% senior secured notes due 2018 (the “ Exchange Notes ”) of Parent and (ii) the related guarantees of the Subsidiary Guarantors pursuant to the Indenture (as defined below), in each case registered under the Securities Act. We understand that the Exchange Notes will represent the same debt as the Old Notes and the Parent will issue the Exchange Notes under the same Indenture, dated as of October 12, 2010 by and among Parent, the Subsidiary Guarantors party thereto, and Wells Fargo Bank, National Association, as trustee and collateral agent (the “ Trustee ”) (as supplemented by the First Supplemental Indenture, dated April 5, 2011 (the “ Supplemental Indenture ”), by and among Parent, the Subsidiary Guarantors, Private Brands, Ltd. and the Trustee, the “ Indenture ”). Capitalized terms used but not defined herein shall have the meanings assigned thereto in the Indenture. This opinion letter has been prepared and should be understood in accordance with the Legal Opinion Principles , 53 Bus. Law. 831 (1998) (the “ ABA Report ”), and  Third Party “Closing” Opinions: A Report of the TriBar Opinion Committee , 53 Bus. Law. 592 (1998). This opinion letter is being delivered with the consent of the Specified Entity.

Sears Holdings Corporation
April     , 2011
Page 2
 
In connection with rendering the opinions referred to below, we have examined the following documents:
 
 	1.	executed copy of the Indenture;	
 
 	2.	executed copy of the Supplemental Indenture;	
 
 	3.	Registration Rights Agreement dated as of October 12, 2010, by and among Parent, the Subsidiary Guarantors party thereto, and Banc of America Securities LLC; and	
 
 	4.	executed copy of the Notation of Guaranty with respect to the Exchange Notes.	
The documents described above in numbered paragraphs 1 through 4 inclusive above are referred to herein collectively as the “Transaction Documents .”
We have also examined the Specified Entity’s Certificate of Formation and Amended and Restated Limited Liability Company Agreement (collectively, the “ Organizational Documents ”).
We also have examined and relied on certificates of public officials and, as to certain matters of fact that are material to our opinions, we have also examined and relied on a certificate of an officer of the Specified Entity (the “ Fact Certificate ”). A copy of the Fact Certificate is attached to this opinion letter.
For the purposes of this opinion letter we have assumed that:
 
 	(a)	each document submitted to us is accurate and complete, each such document that is an original is authentic, all signatures on each such document are genuine, each individual executing any such document has the legal competence to do so, and each such document that is a copy or facsimile conforms to an authentic original;	
 
 	(b)	each certificate or other document issued by a public authority is accurate, complete and authentic as of the date of this opinion letter, and all official public records (including their proper indexing and filing) are accurate and complete; and	
 
 	(c)	no changes in the facts certified in the Fact Certificate have occurred or will occur after the date of the Fact Certificate.	

Sears Holdings Corporation
April     , 2011
Page 3
 
We have also made the assumptions that are customary in opinion letters of this kind. We have not verified any of the foregoing assumptions.
The opinions expressed in this opinion letter are limited to the law of the State of Washington. We are not opining on federal law or the law of any county, municipality or other political subdivision or local governmental agency or authority. Except as expressly set forth in this opinion letter, we are not opining on specialized laws that are not customarily covered in opinion letters of this kind, such as tax, antitrust, pension, employee benefit, environmental, insurance, labor, health and safety, commodities and securities laws.
Based on the foregoing, and subject to the foregoing and the additional qualifications and other matters set forth below, it is our opinion that:
1. The Specified Entity is a limited liability company duly organized and existing under the laws of the State of Washington.
2. The Specified Entity has the limited liability company power to guarantee the Exchange Notes pursuant to the terms of the Indenture and to execute and deliver the Transaction Documents to which it is a party and perform its obligations thereunder.
3. The Specified Entity has, by all necessary limited liability company action, duly authorized the guarantee of the Exchange Notes pursuant to the terms of the Indenture and the execution, delivery and performance of the Transaction Documents to which it is a party.
4. The Specified Entity has executed and delivered the Transaction Documents to which it is a party.
We are furnishing this opinion letter solely in connection with the Registration Statement. The foregoing opinions are rendered as of the date of this opinion letter, except as otherwise indicated. We assume no obligation to update or supplement any of our opinions to reflect any changes of law or fact that may occur after the date hereof.
We hereby consent to the reliance by Wachtell, Lipton, Rosen & Katz on the opinions expressed herein. Additionally, we hereby consent to the filing of copies of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement and to the use of our name in the prospectus forming a part of the Registration Statement under the caption “Legal Matters”, but in giving this consent we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, and the rules and regulations thereunder.

Sears Holdings Corporation
April     , 2011
Page 4
 
Yours truly,
Attachment:    Fact Certificate

Exhibit 5.6
[LETTERHEAD OF MORRIS, NICHOLS, ARSHT & TUNNELL LLP]
April     , 2011
Sears Holdings Corporation
3333 Beverly Road
Hoffman Estates, IL 60179
 
 	Re:	Sears Holdings Corporation Registration Statement	
on Form S-4 initially filed on April 12, 2011
Ladies and Gentlemen:
We have acted as special Delaware counsel to Sears Holdings Corporation, a Delaware corporation (“Parent”), and the Delaware Subsidiary Corporations (as identified and defined in Annex A hereto) and the Delaware Subsidiary LLCs (as identified and defined in Annex B hereto) (Parent, the Delaware Subsidiary Corporations and the Delaware Subsidiary LLCs are hereinafter collectively referred to as the “Delaware Companies” and each is individually referred to as a “Delaware Company”), in connection with certain matters of Delaware law relating to:
 
 	I.	the Indenture dated as of October 12, 2010 by and among Parent, as issuer, the Delaware Subsidiary Corporations (other than Private Brands (as identified and defined in Annex A hereto)) and the Delaware Subsidiary LLCs, as guarantors, the other guarantors party thereto and Wells Fargo Bank, National Association, as trustee and collateral agent (the “Trustee”) (the “Original Indenture”), as supplemented by that certain First Supplemental Indenture dated as of April 5, 2011 by and among Parent, the Delaware Subsidiary Corporations and the Delaware Subsidiary LLCs, as guarantors, the other guarantors party thereto and the Trustee (the “First Supplemental Indenture” and the Original Indenture as supplemented by the First Supplemental Indenture, the “Indenture”);	
 
 	II.	the form of 6 5/8% Senior Secured Notes Due 2018 to be issued by Parent, as attached as Exhibit A to the Indenture (the “Exchange Notes”);	
 
 	III.	the Registration Rights Agreement dated as of October 12, 2010 by and among Parent, the Delaware Subsidiary Corporations (other than Private Brands) and the Delaware Subsidiary LLCs, the other guarantors party thereto and Banc of America Securities LLC, as representative of the Initial Purchasers (as defined therein) (the “Registration Rights Agreement”); and	

Sears Holdings Corporation
April     , 2011
Page 2
 
 	IV.	the form of Notations of Guaranty to be executed by each Delaware Subsidiary Corporation and Delaware Subsidiary LLC with respect to the Exchange Notes, as attached as Exhibit G to the Indenture (the “Notations of Guaranty” and together with the Indenture, the Exchange Notes and the Registration Rights Agreement, the “Transaction Documents” and each, individually, a “Transaction Document”).	
In rendering this opinion, we have examined and relied on copies of the following documents in the form provided to us:
 
 	A.	the Indenture;	
 
 	B.	the Exchange Notes;	
 
 	C.	the Registration Rights Agreement;	
 
 	D.	the Notations of Guaranty;	
 
 	E.	the Registration Statement of Parent on Form S-4 (the “Registration Statement”) as filed with the Securities and Exchange Commission (the “Commission”) on April 12, 2011 under the Securities Act of 1933, as amended (the “Securities Act”);	
 
 	F.	the Governing Documents (as identified and defined in Annex C hereto);	
 
 	G.	the Authorizing Resolutions (as identified and defined in Annex D hereto);	
 
 	H.	one or more certificates of an officer or the sole member, as applicable, of each of the Delaware Companies dated on or about the date hereof; and	
 
 	I.	certifications of good standing of each of the Delaware Companies obtained as of a recent date from the Office of the Secretary of State of the State of Delaware (the “State Office”).	
In such examinations, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies or drafts of documents to be executed and the legal capacity of natural persons to complete the execution of documents. We have further assumed for purposes of this opinion:
 
 	i.	except to the extent addressed by our opinions in paragraphs 1, 2 and 3 below, the due incorporation, formation or organization, valid existence and good standing of each entity that is a signatory to any of the documents examined by us under the laws of the jurisdiction of its respective incorporation, formation or organization;	

Sears Holdings Corporation
April     , 2011
Page 3
 
 	ii.	except to the extent addressed by our opinions in paragraphs 7, 8, 9, 10, 11 and 12 below, the due authorization, adoption, approval, execution and delivery, as applicable, of each of the above-referenced documents by each of the signatories thereto;	
 
 	iii.	that each Transaction Document is necessary or convenient to the conduct, promotion or attainment of the business of each Delaware Subsidiary Corporation;	
 
 	iv.	solely with respect to Parent and each Delaware Subsidiary Corporation, that the consummation of the transactions contemplated by each of the Transaction Documents does not constitute a “business combination” (as defined in Section 203 of the Delaware General Corporation Law (the “DGCL”)) with an “interested stockholder” (as defined in Section 203 of the DGCL);	
 
 	v.	that each Transaction Document to which A&E Home Delivery, A&E Lawn & Garden, A&E Signature Service, Sears Authorized Hometown Stores and Sears Home Appliance Showrooms (each as identified and defined in Annex B hereto) is a party has been duly authorized and, in the case of the Indenture and the Registration Rights Agreement, duly executed and delivered by Sears, Roebuck and Co. in its capacity as the sole member of A&E Home Delivery, A&E Lawn & Garden, A&E Signature Service, Sears Authorized Hometown Stores and Sears Home Appliance Showrooms for and on behalf of A&E Home Delivery, A&E Lawn & Garden, A&E Signature Service, Sears Authorized Hometown Stores and Sears Home Appliance Showrooms;	
 
 	vi.	that each Transaction Document to which Kmart.com (as identified and defined in Annex B hereto) is a party has been duly authorized and, in the case of the Indenture and the Registration Rights Agreement, duly executed and delivered by Bluelight.com, Inc. in its capacity as the sole member of Kmart.com for and on behalf of Kmart.com;	
 
 	vii.	that each Transaction Document to which MyGofer (as identified and defined in Annex B hereto) is a party has been duly authorized and, in the case of the Indenture and the Registration Rights Agreement, duly executed and delivered by Kmart Corporation in its capacity as the sole member of MyGofer for and on behalf of MyGofer; and	
 
 	viii.	that each of the documents examined by us is in full force and effect, sets forth the entire understanding of the parties thereto with respect to the subject matter thereof and has not been amended, supplemented or otherwise modified, except as herein referenced.	

Sears Holdings Corporation
April     , 2011
Page 4
 
We have not reviewed any documents other than those identified above in connection with this opinion, and we have assumed that there are no other documents contrary to or inconsistent with the opinions expressed herein. No opinion is expressed herein with respect to the requirements of, or compliance with, federal or state securities or blue sky laws. As to any facts material to our opinion, other than those assumed, we have relied, without independent investigation, on the above-referenced documents and on the accuracy, as of the date hereof, of the matters therein contained.
We have been retained to act as special Delaware counsel in connection with the Transaction Documents. We are not regular counsel to the Delaware Companies, and we are not generally informed as to their business affairs. With respect to our opinions below, we note that each Transaction Document is, by its terms, governed by and construed in accordance with the laws of the State of New York and, for purposes of our opinions, we have assumed that each Transaction Document will be interpreted in accordance with the plain meaning of the written terms thereof as such terms would be interpreted as a matter of Delaware law and we express no opinion with respect to any matter of the laws of the State of New York or any legal standards or concepts under the laws of the State of New York (or any other law other than Delaware law).
Based upon and subject to the foregoing and to the further assumptions and qualifications set forth below, and limited in all respects to matters of Delaware law, it is our opinion that:
 
 	1.	Parent is a corporation validly existing and in good standing under the laws of the State of Delaware.	
 
 	2.	Each Delaware Subsidiary Corporation is a corporation validly existing and in good standing under the laws of the State of Delaware.	
 
 	3.	Each Delaware Subsidiary LLC is a limited liability company validly existing and in good standing under the laws of the State of Delaware.	
 
 	4.	Parent has the requisite corporate power and authority to issue the Exchange Notes pursuant to the terms of the Indenture and to execute and deliver each of the Transaction Documents to which it is a party and to perform its obligations thereunder.	
 
 	5.	Each Delaware Subsidiary Corporation has the requisite corporate power and authority to guarantee the Exchange Notes pursuant to the terms of the Indenture and to execute and deliver the Transaction Documents to which it is a party and to perform its obligations thereunder.	
 
 	6.	Each Delaware Subsidiary LLC has the requisite limited liability company power and authority to guarantee the Exchange Notes pursuant to the terms of the Indenture and	

Sears Holdings Corporation
April     , 2011
Page 5
 
 	to execute and deliver the Transaction Documents to which it is a party and to perform its obligations thereunder.	
 
 	7.	The Exchange Notes have been duly authorized for issuance by all requisite corporate action of Parent and the execution, delivery and performance by Parent of the Transaction Documents to which it is a party have been duly authorized by all requisite corporate action of Parent.	
 
 	8.	Each Delaware Subsidiary Corporation’s guarantee of the Exchange Notes pursuant to the terms of the Indenture has been duly authorized by all requisite corporate action of such Delaware Subsidiary Corporation, and the execution, delivery and performance by each Delaware Subsidiary Corporation of the Transaction Documents to which it is a party have been duly authorized by all requisite corporate action of such Delaware Subsidiary Corporation.	
 
 	9.	Each Delaware Subsidiary LLC’s guarantee of the Exchange Notes pursuant to the terms of the Indenture has been duly authorized by all requisite limited liability company action of such Delaware Subsidiary LLC, and the execution, delivery and performance by each Delaware Subsidiary LLC of the Transaction Documents to which it is a party have been duly authorized by all requisite limited liability company action of such Delaware Subsidiary LLC.	
 
 	10.	Parent has duly executed and delivered the Indenture and the Registration Rights Agreement.	
 
 	11.	Each Delaware Subsidiary Corporation (other than Private Brands) has duly executed and delivered the Indenture and the Registration Rights Agreement. Private Brands has duly executed and delivered the First Supplemental Indenture.	
 
 	12.	Each Delaware Subsidiary LLC has duly executed and delivered the Indenture and the Registration Rights Agreement.	
We hereby consent to the filing of a copy of this opinion with the Commission as an exhibit to the Registration Statement and the use of our name in the prospectus forming a part of the Registration Statement under the caption “Legal Matters.” In giving this consent, we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder. We understand that the firm of Wachtell, Lipton, Rosen & Katz (“WLRK”) wishes to rely as to certain matters of Delaware law on the opinions expressed herein in connection with the delivery of its opinion to you dated on or about the date hereof concerning the transactions contemplated hereby, and we hereby consent to such reliance. This opinion speaks only as of the date hereof and is based on our understandings and assumptions as to present facts and our review of the above-referenced documents and the application of Delaware law as the same exist on the date

Sears Holdings Corporation
April     , 2011
Page 6
 
hereof, and we undertake no obligation to update or supplement this opinion after the date hereof (including, but not limited to, the date, if any, the Exchange Notes are executed, delivered, and issued) for the benefit of any person or entity (including WLRK) with respect to any facts or circumstances that may hereafter come to our attention or any changes in facts or law that may hereafter occur or take effect.

Very truly yours,	
 	
MORRIS, NICHOLS, ARSHT & TUNNELL LLP	

ANNEX A
DELAWARE SUBSIDIARY CORPORATIONS
 
1.	California Builder Appliances, Inc. (“California Builder”)	
 
2.	Florida Builder Appliances, Inc. (“Florida Builder”)	
 
3.	Kmart Holding Corporation (“Kmart”)	
 
4.	Lands’ End, Inc. (“Lands’ End”)	
 
5.	Lands’ End Direct Merchants, Inc. (“Lands’ End Direct Merchants”)	
 
6.	Private Brands, Ltd. (“Private Brands”)	
 
7.	Sears Brands Management Corporation (“Sears Brands”)	
 
8.	Sears Holdings Management Corporation (“Sears Holdings Management”)	
 
9.	Sears Roebuck Acceptance Corp. (“Sears Roebuck”)	
 
10.	Sears, Roebuck de Puerto Rico, Inc. (“Sears Puerto Rico”)	
 
11.	SOE, Inc. (“SOE”)	
California Builder, Florida Builder, Kmart, Lands’ End, Lands’ End Direct Merchants, Private Brands, Sears Brands, Sears Holdings Management, Sears Roebuck, Sears Puerto Rico and SOE are collectively referred to as the “Delaware Subsidiary Corporations” and each is individually referred to as a “Delaware Subsidiary Corporation”.

ANNEX B
DELAWARE SUBSIDIARY LLCs
 
 	1.	A&E Home Delivery, LLC (“A&E Home Delivery”)	
 
 	2.	A&E Lawn & Garden, LLC (“A&E Lawn & Garden”)	
 
 	3.	A&E Signature Service, LLC (“A&E Signature Service”)	
 
 	4.	Kmart.com LLC (“Kmart.com”)	
 
 	5.	MyGofer LLC (“MyGofer”)	
 
 	6.	Sears Authorized Hometown Stores, LLC (“Sears Authorized Hometown Stores”)	
 
 	7.	Sears Home Appliance Showrooms, LLC (“Sears Home Appliance Showrooms”)	
 
 	8.	Sears Outlet Stores, L.L.C. (“Sears Outlet Stores”)	
 
 	9.	StarWest, LLC (“StarWest”)	
A&E Home Delivery, A&E Lawn & Garden, A&E Signature Service, Kmart.com, MyGofer, Sears Authorized Hometown Stores, Sears Home Appliance Showrooms, Sears Outlet Stores and StarWest are collectively referred to as the “Delaware Subsidiary LLCs” and each is individually referred to as a “Delaware Subsidiary LLC”.

ANNEX C
GOVERNING DOCUMENTS
As the context requires, the following documents are collectively referred to as the “Governing Documents” or as the “Governing Documents” of the Delaware Company to which they relate.
California Builder Appliances, Inc.
A certified copy of the Certificate of Incorporation of California Builder Appliances, Inc., filed in the State Office on March 2, 1998
The Bylaws of California Builder Appliances, Inc.
Florida Builder Appliances, Inc.
A certified copy of the Certificate of Incorporation of HO Pembroke Square Mall Investment Co., filed in the State Office on November 19, 1987
A certified copy of the Certificate of Merger of Florida Builder Appliances, Inc., into HO Pembroke Square Mall Investment Co., filed in the State Office on December 24, 1998
The By-laws of Florida Builder Appliances, Inc., Amended and Restated December 24, 1998
Kmart Holding Corporation
A certified copy of the Certificate of Incorporation of Kmart Holding Corporation, filed in the State Office on April 17, 2003
A certified copy of the Amended and Restated Certificate of Incorporation of Kmart Holding Corporation, filed in the State Office on May 6, 2003
A certified copy of the Certificate of Merger of Kmart Acquisition Corp. with and into Kmart Holding Corporation, attaching the Restated Certificate of Incorporation of Kmart Holding Corporation, filed in the State Office on March 24, 2005
The By-Laws of Kmart Holding Corporation

Lands’ End Direct Merchants, Inc.
A certified copy of the Certificate of Incorporation of Lands’ End Direct Merchants, Inc., filed in the State Office on February 24, 1998
The By-laws of Lands’ End Direct Merchants, Inc.
Lands’ End, Inc.
A certified copy of the Certificate of Incorporation of LEYS Merger Corporation, filed in the State Office on August 19, 1986
A certified copy of the Certificate of Agreement of Merger of Lands’ End, Inc. with and into LEYS Merger Corporation, filed in the State Office on August 21, 1986
A certified copy of the Certificate of Amendment to Certificate of Incorporation of Lands’ End, Inc., filed in the State Office on September 26, 1986
A certified copy of the Certificate of Amendment to Certificate of Incorporation of Lands’ End, Inc., filed in the State Office on August 10, 1987
A certified copy of the Certificate of Amendment of Certificate of Incorporation of Lands’ End, Inc., filed in the State Office on May 19, 1994
A certified copy of the Certificate of Ownership and Merger of Inlet Acquisition Corp. with and into Lands’ End, Inc., attaching the Amended Certificate of Incorporation of Lands’ End, Inc., filed in the State Office on June 17, 2002
A certified copy of the Certificate of Ownership and Merger of Lands’ End Business Outfitters, Inc. with and into Lands’ End, Inc., filed in the State Office on November 1, 2002
The By-laws of Lands’ End, Inc., as of November 18, 2005
Private Brands, Ltd.
A certified copy of the Certificate of Incorporation of Private Brands, Ltd., filed in the State Office on March 16, 2011
A certified copy of the Certificate of Merger, merging Private Brands, Ltd. with and into Private Brands, Ltd., filed in the State Office on April 1, 2011
The By-Laws of Private Brands, Ltd.

Sears Brands Management Corporation
A certified copy of the Certificate of Incorporation of Sears, Roebuck International, Inc., filed in the State Office on October 26, 1964
A certified copy of the Certificate of Amendment of Certificate of Incorporation of Sears, Roebuck International, Inc., filed in the State Office on April 13, 1987
A certified copy of the Certificate of Amendment to the Certificate of Incorporation of Sears International Marketing, Inc., filed in the State Office on March 23, 2009
The By-laws of Sears, Roebuck International, Inc.
Sears Holdings Corporation
A certified copy of the Certificate of Incorporation of Sears Holdings Corporation, filed in the State Office on November 23, 2004
A certified copy of the Restated Certificate of Incorporation of Sears Holdings Corporation, filed in the State Office on March 23, 2005
The Amended and Restated By-Laws of Sears Holdings Corporation
Sears Holdings Management Corporation
A certified copy of the Certificate of Incorporation of Sears Management Corp., filed in the State Office on October 10, 2005
A certified copy of the Certificate of Amendment of Certificate of Incorporation Before Payment of Capital of Sears Management Corp., filed in the State Office on December 2, 2005
The By-laws of Sears Holdings Management Corporation
Sears Roebuck Acceptance Corp.
A certified copy of the Certificate of Incorporation of Sears Roebuck Acceptance Corp., filed in the State Office on November 16, 1956
A certified copy of the Certificate of Change of Location of Registered Office and Registered Agent of Sears Roebuck Acceptance Corp., filed in the State Office on November 27, 1967

A certified copy of the Certificate of Change of Location of Registered Office and/or Registered Agent of Sears Roebuck Acceptance Corp., filed in the State Office on April 28, 1977
A certified copy of the Certificate of Change of Registered Agent and Registered Office of Sears Roebuck Acceptance Corp., filed in the State Office on March 31, 1981
A certified copy of the Certificate of Agreement of Merger of Allstate Financial Corporation with and into Sears Roebuck Acceptance Corp., filed in the State Office on March 21, 1983
A certified copy of the Certificate of Amendment of the Certificate of Incorporation of Sears Roebuck Acceptance Corp., filed in the State Office on July 29, 1987
A certified copy of the Certificate of Change of Location of Registered Office of Sears Roebuck Acceptance Corp., filed in the State Office on September 18, 1987
The By-Laws of Sears Roebuck Acceptance Corp., as amended to March 22, 2005
Sears, Roebuck de Puerto Rico, Inc.
A certified copy of the Certificate of Incorporation of Sears, Roebuck de Puerto Rico, Inc., filed in the State Office on January 18, 1961
The By-laws of Sears, Roebuck de Puerto Rico, Inc., Restated as of December 29, 1997
SOE, Inc.
A certified copy of the Certificate of Incorporation of SOE, Inc., filed in the State Office on December 1, 2005
The Bylaws of SOE, Inc.
A&E Home Delivery, LLC
A certified copy of the Certificate of Formation of A&E Home Delivery, LLC, filed in the State Office on November 4, 2004
The Limited Liability Company Agreement of A&E Home Delivery, LLC dated as of November 4, 2004

A&E Lawn & Garden, LLC
A certified copy of the Certificate of Formation of A&E Lawn & Garden, LLC, filed in the State Office on January 6, 2004
The Limited Liability Company Agreement of A&E Lawn & Garden, LLC dated as of January 6, 2004
A&E Signature Service, LLC
A certified copy of the Certificate of Formation of A&E Signature Service, LLC, filed in the State Office on January 6, 2004
The Limited Liability Company Agreement of A&E Signature Service, LLC dated as of January 6, 2004
Kmart.com LLC
A certified copy of the Certificate of Formation of Bluelight.com LLC, filed in the State Office on December 8, 1999
A certified copy of the Certificate of Amendment of Bluelight.com LLC changing the name and address of the registered agent filed in the State Office on February 27, 2004
A certified copy of the Certificate of Amendment of Bluelight.com LLC changing the name of the company to Kmart.com LLC filed in the State Office on October 25, 2004
The Second Amended and Restated Operating Agreement of Kmart.com LLC dated as of February 12, 2010
MyGofer LLC
A certified copy of the Certificate of Formation of MyGofer LLC, filed in the State Office on December 9, 2008
The Limited Liability Company Agreement of MyGofer LLC dated as of December 9, 2008
Sears Authorized Hometown Stores, LLC
A certified copy of the Certificate of Formation of Sears Dealer Stores, L.L.C., filed in the State Office on March 10, 2008

A certified copy of the Certificate of Amendment to the Certificate of Formation of Sears Dealer Stores, L.L.C. changing the name of the company to Sears Authorized Hometown Stores, LLC, filed in the State Office on October 9, 2008
The Limited Liability Company Agreement of Sears Authorized Hometown Stores, LLC dated as of October 9, 2008
Sears Home Appliance Showrooms, LLC
A certified copy of the Certificate of Formation of Sears Home Appliance Showrooms, LLC, filed in the State Office on April 13, 2009
The Limited Liability Company Agreement of Sears Home Appliance Showrooms, LLC dated as of April 13, 2009
Sears Outlet Stores, L.L.C.
A certified copy of the Certificate of Formation of Sears Outlet Stores, L.L.C., filed in the State Office on March 10, 2008
The Limited Liability Company Agreement of Sears Outlet Stores, L.L.C. dated as of June 23, 2008
StarWest, LLC
A certified copy of the Certificate of Formation of StarWest, LLC, filed in the State Office on July 26, 2004
The Limited Liability Company Agreement of StarWest, LLC dated as of July 26, 2004

ANNEX D
AUTHORIZING RESOLUTIONS
As the context requires, the following documents are collectively referred to as the “Authorizing Resolutions” or as the “Authorizing Resolutions” of the Delaware Company to which they relate:
 
 	1.	Written Consent of the Board of Directors in Lieu of Meeting of California Builder Appliances, Inc. dated as of September 29, 2010	
 
 	2.	Written Consent of the Board of Directors in Lieu of Meeting of Florida Builder Appliances, Inc. dated as of September 29, 2010	
 
 	3.	Written Consent of the Board of Directors in Lieu of Meeting of Kmart Holding Corporation dated as of September 29, 2010	
 
 	4.	Written Consent of the Board of Directors in Lieu of Meeting of Lands’ End Direct Merchants, Inc. dated as of September 28, 2010	
 
 	5.	Written Consent of the Board of Directors in Lieu of Meeting of Lands’ End, Inc. dated as of September 28, 2010	
 
 	6.	Unanimous Written Consent of the Board of Directors in Lieu of Special Meeting of Private Brands, Ltd. dated as of March 31, 2011	
 
 	7.	Written Consent of the Board of Directors in Lieu of Meeting of Sears Brands Management Corporation dated as of September 29, 2010	
 
 	8.	Resolutions of the Finance Committee of the Board of Directors of Sears Holdings Corporation Adopted September 29, 2010	
 
 	9.	Resolutions of the Special Offering Subcommittee of the Finance Committee of the Board of Directors of Sears Holdings Corporation Adopted September 30, 2010	
 
 	10.	Written Consent of the Board of Directors in Lieu of Meeting of Sears Holdings Management Corporation dated as of September 29, 2010	
 
 	11.	Written Consent of the Board of Directors in Lieu of Meeting of Sears Roebuck Acceptance Corp. dated as of September 29, 2010	
 
 	12.	Written Consent of the Board of Directors in Lieu of Meeting of Sears, Roebuck de Puerto Rico, Inc. dated as of September 29, 2010	

 	13.	Written Consent of the Board of Directors in Lieu of Meeting of SOE, Inc. dated as of September 29, 2010	
 
 	14.	Written Consent of the Sole Member of A&E Home Delivery, LLC In Lieu of Meeting dated as of September 29, 2010	
 
 	15.	Written Consent of the Sole Member of A&E Lawn & Garden, LLC In Lieu of Meeting dated as of September 29, 2010	
 
 	16.	Written Consent of the Sole Member of A&E Signature Service, LLC In Lieu of Meeting dated as of September 29, 2010	
 
 	17.	Written Consent of the Sole Member of Kmart.com LLC In Lieu of Meeting dated as of September 29, 2010	
 
 	18.	Written Consent of the Sole Member of MyGofer LLC In Lieu of Meeting dated as of September 29, 2010	
 
 	19.	Written Consent of the Sole Member of Sears Authorized Hometown Stores, LLC In Lieu of Meeting dated as of September 29, 2010	
 
 	20.	Written Consent of the Sole Member of Sears Home Appliance Showrooms, LLC In Lieu of Meeting dated as of September 29, 2010	
 
 	21.	Written Consent of the Board of Directors of Sears Outlet Stores, L.L.C. In Lieu of Meeting dated as of September 29, 2010	
 
 	22.	Written Consent of the Board of Directors of StarWest, LLC In Lieu of Meeting dated as of September 29, 2010	

Exhibit 23.7
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-4 of our report dated March 11, 2011 relating to the consolidated financial statements and consolidated financial statement schedule of Sears Holdings Corporation and subsidiaries, and the effectiveness of Sears Holdings Corporation and subsidiaries’ internal control over financial reporting, appearing in the Annual Report on Form 10-K of Sears Holdings Corporation for the year ended January 29, 2011, and to the reference to us under the headings “Selected Financial Data” and “Experts” in the Prospectus, which is part of this Registration Statement.
/s/ DELOITTE & TOUCHE LLP
Chicago, Illinois
April 11, 2011

Exhibit 25.1

 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM T-1

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
 
¨	CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT	
TO SECTION 305(b)(2)

WELLS FARGO BANK, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)

 
 	 	 	
A National Banking Association	 	94-1347393	
(Jurisdiction of incorporation or
organization if not a U.S. national bank)	 	(I.R.S. Employer
Identification No.)	

101 North Phillips Avenue
Sioux Falls, South Dakota	 	57104	
(Address of principal executive offices)	 	(Zip code)	
Wells Fargo & Company
Law Department, Trust Section
MAC N9305-175
Sixth Street and Marquette Avenue, 17th Floor
Minneapolis, Minnesota 55479
(612) 667-4608
(Name, address and telephone number of agent for service)

Sears Holdings Corporation
(Exact name of obligor as specified in its charter)

 
 	 	 	
Delaware	 	22-1920798	
(State or other jurisdiction of
incorporation or organization)	 	(I.R.S. Employer
Identification No.)	

3333 Beverly Road
Hoffman Estates, Illinois	 	60179	
(Address of principal executive offices)	 	(Zip code)	

6 5/8% Senior Secured Notes due 2018 and
Guarantees of 6 5/8% Senior Secured Notes due 2018
(Title of the indenture securities)

 

GUARANTORS

Exact Name of Obligor as Specified in its Charter	 	State or Other
Jurisdiction
of Incorporation or
Organization	 	I.R.S. Employer
Identification No.	 	Mailing Address of Each
Subsidiary Guarantor
Obligor	
 	 	 	 	
A&E Home Delivery, LLC	 	Delaware	 	37-1500205	 	c/o Sears Holdings
Corporation
3333 Beverly Road
Hoffman Estates, IL
60179	
 	 	 	 	
A&E Lawn & Garden, LLC	 	Delaware	 	13-4275028	 	c/o Sears Holdings
Corporation
3333 Beverly Road
Hoffman Estates, IL
60179	
 	 	 	 	
A&E Signature Service, LLC	 	Delaware	 	37-1500204	 	c/o Sears Holdings
Corporation
3333 Beverly Road
Hoffman Estates, IL
60179	
 	 	 	 	
California Builder Appliances, Inc.	 	Delaware	 	68-0406327	 	c/o Sears Holdings
Corporation
3333 Beverly Road
Hoffman Estates, IL
60179	
 	 	 	 	
Florida Builder Appliances, Inc.	 	Delaware	 	36-3619133	 	c/o Sears Holdings
Corporation
3333 Beverly Road
Hoffman Estates, IL
60179	
 	 	 	 	
KLC, Inc.	 	Texas	 	75-2490839	 	c/o Sears Holdings
Corporation
3333 Beverly Road
Hoffman Estates, IL
60179	
 	 	 	 	
Kmart.com LLC	 	Delaware	 	77-0529022	 	c/o Sears Holdings
Corporation
3333 Beverly Road
Hoffman Estates, IL
60179	
 	 	 	 	
Kmart Corporation	 	Michigan	 	38-0729500	 	c/o Sears Holdings
Corporation
3333 Beverly Road
Hoffman Estates, IL
60179	
 	 	 	 	
Kmart Holding Corporation	 	Delaware	 	32-0073116	 	c/o Sears Holdings
Corporation
3333 Beverly Road
Hoffman Estates, IL
60179	
 	 	 	 	
Kmart of Michigan, Inc.	 	Michigan	 	38-3551696	 	c/o Sears Holdings
Corporation
3333 Beverly Road
Hoffman Estates, IL
60179	
 	 	 	 	
Kmart of Washington LLC	 	Washington	 	61-1448898	 	c/o Sears Holdings
Corporation
3333 Beverly Road	

 	 	 	 	 	 	 	
 	 	 	 	 	 	Hoffman Estates, IL
60179	
 	 	 	 	
Kmart Stores of Illinois LLC	 	Illinois	 	61-1448897	 	c/o Sears Holdings
Corporation
3333 Beverly Road
Hoffman Estates, IL
60179	
 	 	 	 	
Kmart Stores of Texas LLC	 	Texas	 	61-1448915	 	c/o Sears Holdings
Corporation
3333 Beverly Road
Hoffman Estates, IL
60179	
 	 	 	 	
Lands’ End Direct Merchants, Inc.	 	Delaware	 	39-1934877	 	c/o Sears Holdings
Corporation
3333 Beverly Road
Hoffman Estates, IL
60179	
 	 	 	 	
Lands’ End, Inc.	 	Delaware	 	36-2512786	 	c/o Sears Holdings
Corporation
3333 Beverly Road
Hoffman Estates, IL
60179	
 	 	 	 	
MyGofer LLC	 	Delaware	 	26-4005531	 	c/o Sears Holdings
Corporation
3333 Beverly Road
Hoffman Estates, IL
60179	
 	 	 	 	
Private Brands, Ltd.	 	Delaware	 	55-0544022	 	c/o Sears Holdings
Corporation
3333 Beverly Road
Hoffman Estates, IL
60179	
 	 	 	 	
Sears Authorized Hometown Stores, LLC	 	Delaware	 	26-2779641	 	c/o Sears Holdings
Corporation
3333 Beverly Road
Hoffman Estates, IL
60179	
 	 	 	 	
Sears Brands Management Corporation	 	Delaware	 	36-2555365	 	c/o Sears Holdings
Corporation
3333 Beverly Road
Hoffman Estates, IL
60179	
 	 	 	 	
Sears Holdings Management Corporation	 	Delaware	 	20-3592148	 	c/o Sears Holdings
Corporation
3333 Beverly Road
Hoffman Estates, IL
60179	
 	 	 	 	
Sears Home Appliance Showrooms, LLC	 	Delaware	 	26-4678499	 	c/o Sears Holdings
Corporation
3333 Beverly Road
Hoffman Estates, IL
60179	
 	 	 	 	
Sears Home Improvement Products, Inc.	 	Pennsylvania	 	25-1698591	 	c/o Sears Holdings
Corporation
3333 Beverly Road
Hoffman Estates, IL
60179	
 	 	 	 	
Sears Outlet Stores, L.L.C.	 	Delaware	 	26-2779573	 	c/o Sears Holdings	

 	 	 	 	 	 	 	
 	 	 	 	 	 	Corporation
3333 Beverly Road
Hoffman Estates, IL
60179	
 	 	 	 	
Sears Protection Company	 	Illinois	 	36-4471250	 	c/o Sears Holdings
Corporation
3333 Beverly Road
Hoffman Estates, IL
60179	
 	 	 	 	
Sears Protection Company (Florida), L.L.C.	 	Florida	 	20-0224239	 	c/o Sears Holdings
Corporation
3333 Beverly Road
Hoffman Estates, IL
60179	
 	 	 	 	
Sears Roebuck Acceptance Corp.	 	Delaware	 	51-0080535	 	c/o Sears Holdings
Corporation
3333 Beverly Road
Hoffman Estates, IL
60179	
 	 	 	 	
Sears, Roebuck and Co.	 	New York	 	36-1750680	 	c/o Sears Holdings
Corporation
3333 Beverly Road
Hoffman Estates, IL
60179	
 	 	 	 	
Sears, Roebuck de Puerto Rico, Inc.	 	Delaware	 	66-0233626	 	c/o Sears Holdings
Corporation
3333 Beverly Road
Hoffman Estates, IL
60179	
 	 	 	 	
SOE, Inc.	 	Delaware	 	83-0399616	 	c/o Sears Holdings
Corporation
3333 Beverly Road
Hoffman Estates, IL
60179	
 	 	 	 	
StarWest, LLC	 	Delaware	 	37-1495379	 	c/o Sears Holdings
Corporation
3333 Beverly Road
Hoffman Estates, IL
60179	

Item 1. General Information. Furnish the following information as to the trustee:
 
 	(a)	Name and address of each examining or supervising authority to which it is subject.	
Comptroller of the Currency
Treasury Department
Washington, D.C.
Federal Deposit Insurance Corporation
Washington, D.C.
Federal Reserve Bank of San Francisco
San Francisco, California 94120
 
 	(b)	Whether it is authorized to exercise corporate trust powers.	
The trustee is authorized to exercise corporate trust powers.
Item 2. Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation.
None with respect to the trustee.
No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13.
Item 15. Foreign Trustee.         Not applicable.
Item 16. List of Exhibits.         List below all exhibits filed as a part of this Statement of Eligibility.

Exhibit 1.	  	A copy of the Articles of Association of the trustee now in effect.*	
 	 	
Exhibit 2.	  	A copy of the Comptroller of the Currency Certificate of Corporate Existence and Fiduciary Powers for Wells Fargo Bank, National Association, dated February 4, 2004.**	
 	 	
Exhibit 3.	  	See Exhibit 2	
 	 	
Exhibit 4.	  	Copy of By-laws of the trustee as now in effect.***	
 	 	
Exhibit 5.	  	Not applicable.	
 	 	
Exhibit 6.	  	The consent of the trustee required by Section 321(b) of the Act.	
 	 	
Exhibit 7.	  	A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.	
 	 	
Exhibit 8.	  	Not applicable.	
 	 	
Exhibit 9.	  	Not applicable.	

*	Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form S-4 dated December 30, 2005 of file number 333-130784-06.	
 
**	Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form T-3 dated March 3, 2004 of file number 022-28721.	
 
***	Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form S-4 dated May 26, 2005 of file number 333-125274.	

SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo Bank, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Chicago and State of Illinois on the 6 th  day of April, 2011.

WELLS FARGO BANK, NATIONAL ASSOCIATION	
 	
/s/Gregory S. Clarke	
Gregory S. Clarke	
Vice President	

EXHIBIT 6
April 6, 2011
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Very truly yours,	
 	
WELLS FARGO BANK, NATIONAL ASSOCIATION	
 	
/s/Gregory S. Clarke	
Gregory S. Clarke
Vice President	

EXHIBIT 7
Consolidated Report of Condition of
Wells Fargo Bank National Association
of 101 North Phillips Avenue, Sioux Falls, SD 57104
And Foreign and Domestic Subsidiaries,
at the close of business December 31, 2010, filed in accordance with 12 U.S.C. §161 for National Banks.

 	  	 	 	  	Dollar Amounts
In Millions	 	
ASSETS	  	 	 	 	  	 	 	 	
Cash and balances due from depository institutions:	  	 	 	 	  	 	 	 	
Noninterest-bearing balances and currency and coin	  	 	 	 	  	$	17,518	  	
Interest-bearing balances	  	 	 	 	  	 	57,228	  	
Securities:	  	 	 	 	  	 	 	 	
Held-to-maturity securities	  	 	 	 	  	 	0	  	
Available-for-sale securities	  	 	 	 	  	 	150,439	  	
Federal funds sold and securities purchased under agreements to resell:	  	 	 	 	  	 	 	 	
Federal funds sold in domestic offices	  	 	 	 	  	 	1,656	  	
Securities purchased under agreements to resell	  	 	 	 	  	 	16,821	  	
Loans and lease financing receivables:	  	 	 	 	  	 	 	 	
Loans and leases held for sale	  	 	 	 	  	 	38,095	  	
Loans and leases, net of unearned income	  	 	691,483	  	  	 	 	 	
LESS:  Allowance for loan and lease losses	  	 	19,637	  	  	 	 	 	
Loans and leases, net of unearned income and allowance	  	 	 	 	  	 	671,846	  	
Trading Assets	  	 	 	 	  	 	30,824	  	
Premises and fixed assets (including capitalized leases)	  	 	 	 	  	 	8,129	  	
Other real estate owned	  	 	 	 	  	 	5,713	  	
Investments in unconsolidated subsidiaries and associated companies	  	 	 	 	  	 	659	  	
Direct and indirect investments in real estate ventures	  	 	 	 	  	 	111	  	
Intangible assets	  	 	 	 	  	 	 	 	
Goodwill	  	 	 	 	  	 	20,931	  	
Other intangible assets	  	 	 	 	  	 	26,452	  	
Other assets	  	 	 	 	  	 	55,856	  	
 	  	 	 	 	  	 	 	 	
Total assets	  	 	 	 	  	$	1,102,278	  	
 	  	 	 	 	  	 	 	 	
LIABILITIES	  	 	 	 	  	 	 	 	
Deposits:	  	 	 	 	  	 	 	 	
In domestic offices	  	 	 	 	  	$	747,742	  	
Noninterest-bearing	  	 	165,559	  	  	 	 	 	
Interest-bearing	  	 	582,183	  	  	 	 	 	
In foreign offices, Edge and Agreement subsidiaries, and IBFs	  	 	 	 	  	 	99,235	  	
Noninterest-bearing	  	 	2,029	  	  	 	 	 	
Interest-bearing	  	 	97,206	  	  	 	 	 	
Federal funds purchased and securities sold under agreements to repurchase:	  	 	 	 	  	 	 	 	
Federal funds purchased in domestic offices	  	 	 	 	  	 	2,930	  	
Securities sold under agreements to repurchase	  	 	 	 	  	 	16,102	  	

 	 	 	 	 	
 	  	Dollar Amounts
In Millions	 	
Trading liabilities	  	 	15,647	  	
Other borrowed money	  	 	 	 	
(includes mortgage indebtedness and obligations under capitalized leases)	  	 	40,254	  	
Subordinated notes and debentures	  	 	19,252	  	
Other liabilities	  	 	37,554	  	
 	  	 	 	 	
Total liabilities	  	$	978,716	  	
 	 	
EQUITY CAPITAL	  	 	 	 	
Perpetual preferred stock and related surplus	  	 	0	  	
Common stock	  	 	519	  	
Surplus (exclude all surplus related to preferred stock)	  	 	98,971	  	
Retained earnings	  	 	17,489	  	
Accumulated other comprehensive income	  	 	5,280	  	
Other equity capital components	  	 	0	  	
 	  	 	 	 	
Total bank equity capital	  	 	122,259	  	
Noncontrolling (minority) interests in consolidated subsidiaries	  	 	1,303	  	
 	  	 	 	 	
Total equity capital	  	 	123,562	  	
 	  	 	 	 	
Total liabilities, and equity capital	  	$	1,102,278	  	
 	  	 	 	 	
I, Howard I. Atkins, EVP & CFO of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief.

Howard I. Atkins	
EVP & CFO       	
We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

John Stumpf	  	Directors	  	 	
Dave Hoyt	  	 	  	 	
Michael Loughlin	  	 	  	 	

Exhibit 99.1
SEARS HOLDINGS CORPORATION
LETTER OF TRANSMITTAL
To Tender for Exchange
Registered 6   5/8% Senior Secured Notes due 2018
for Outstanding 6   5/8% Senior Secured Notes due 2018
Pursuant to the Prospectus Dated                 , 2011

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                 , 2011, UNLESS EXTENDED (THE “EXPIRATION DATE”). TENDERS MAY BE WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.	
PLEASE READ CAREFULLY THE ATTACHED INSTRUCTIONS.
If you desire to accept the Exchange Offer, this Letter of Transmittal should be completed, signed and submitted timely to Wells Fargo Bank, National Association (the “Exchange Agent”) as follows:

Registered & Certified Mail:	 	Regular Mail or Courier:	 	In Person by Hand Only:	
Wells Fargo Bank, N.A.	 	Wells Fargo Bank, N.A.	 	Wells Fargo Bank, N.A.	
Corporate Trust Operations	 	Corporate Trust Operations	 	Corporate Trust Services	
MAC N9303-121	 	MAC N9303-121	 	Northstar East Building - 12th Floor	
P.O. Box 1517	 	6th St & Marquette Avenue	 	608 Second Avenue South	
Minneapolis, MN 55480	 	Minneapolis, MN 55479	 	Minneapolis, MN 55402	
Or
By Facsimile Transmission:
(612) 667-6282
Telephone:
(800) 344-5128
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION VIA A FACSIMILE NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
For any questions regarding this Letter of Transmittal or for any additional information, you may contact the Exchange Agent by telephone at (800) 344-5128.
The Exchange Offer is not being mailed to, nor will tenders be accepted from or on behalf of, holders of outstanding 6  5/8% Senior Secured Notes due 2018 in any jurisdiction in which the making or acceptance of the Exchange Offer would not be in compliance with the laws of such jurisdiction.

Preliminary Instructions
The undersigned hereby acknowledges receipt of the Prospectus dated                     , 2011 (the “Prospectus”) of Sears Holdings Corporation, a Delaware corporation (the “Issuer”), and this Letter of Transmittal (this “Letter of Transmittal”), which together constitute the Issuer’s offer to exchange (the “Exchange Offer”) its new 6    5 / 8 % Senior Secured Notes due 2018 (the “New Notes”), the issuance of which has been registered under the Securities Act of 1933, as amended (the “Securities Act”), for a like principal amount of its outstanding unregistered 6    5 / 8 % Senior Secured Notes due 2018 (the “Old Notes”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Prospectus.
The form and terms of the New Notes will be identical in all material respects to the form and terms of the Old Notes, except that (i) the New Notes will bear a different CUSIP Number from the Old Notes, (ii) the issuance of the New Notes has been registered under the Securities Act and, therefore, the New Notes will not bear legends restricting the transfer thereof, (iii) holders of the New Notes will not be entitled to registration rights and (iv) holders of the New Notes will not be entitled to earn additional interest under circumstances relating to the Issuer’s obligations under the Registration Rights Agreement dated October 12, 2010 (the “Registration Rights Agreement”) among the Issuer, the guarantors named therein (the “Guarantors”) and the initial purchasers named therein, pursuant to which the Exchange Offer is made. Interest on each New Note will accrue from the last interest payment date on which interest was paid on the Old Note surrendered in exchange thereof, or, if no interest has been paid on the Old Note, from the date of its original issue. See “Exchange Offer” in the Prospectus.
This Letter of Transmittal is to be completed by a holder of Old Notes if certificates representing the Old Notes are to be forwarded herewith. Notwithstanding the foregoing, valid acceptance of the terms of the Exchange Offer may be effected by a participant in the Depository Trust Company (“DTC”) tendering Old Notes through DTC’s Automated Tender Offer Program (“ATOP”) where the Exchange Agent receives an Agent’s Message prior to the Expiration Date. Accordingly, such participant must electronically transmit its acceptance to DTC through ATOP, and then DTC will edit and verify the acceptance, execute a book-entry delivery to the Exchange Agent’s account at DTC and send an Agent’s Message to the Exchange Agent for its acceptance. By tendering through ATOP, participants in DTC will expressly acknowledge receipt of this Letter of Transmittal and agree to be bound by its terms, and the Issuer will be able to enforce such agreement against such DTC participants.
The Issuer reserves the right, at any time and from time to time, to extend the Exchange Offer, in which case the term “Expiration Date” means the latest date and time to which the Exchange Offer is extended. In order to extend the Exchange Offer, the Issuer will notify the Exchange Agent thereof by written notice and will issue a press release or other public announcement of such extension, each prior to 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date. The Exchange Offer is not conditioned upon any minimum aggregate principal amount of Old Notes being tendered or accepted for exchange. However, the Exchange Offer is subject to certain conditions. See “Exchange Offer — Conditions” in the Prospectus.
Holders who wish to tender their Old Notes but who cannot, prior to 5:00 p.m., New York City time, on the Expiration Date (i) deliver their Old Notes, this Letter of Transmittal or any other required documents to the Exchange Agent or (ii) deliver a confirmation of the book-entry tender of their Old Notes into the Exchange Agent’s account at DTC (a “Book-Entry Confirmation”) and otherwise complete the procedures for book-entry transfer, may effect a tender of Old Notes by complying with the guaranteed delivery procedures set forth in Instruction 1 attached to this Letter of Transmittal. Delivery of documents to DTC or the Issuer does not constitute delivery to the Exchange Agent.
 
2

HOLDERS OF OLD NOTES SHOULD COMPLETE THE APPROPRIATE BOXES BELOW AND SIGN THIS LETTER OF TRANSMITTAL TO INDICATE THE ACTION THE HOLDERS ELECT TO TAKE WITH RESPECT TO THE EXCHANGE OFFER.
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer, the undersigned hereby tenders to the Issuer the Old Notes described in Box I (Description of Tendered Notes) (the “Tendered Notes”). The undersigned is the registered owner of all the Tendered Notes, and the undersigned represents that it has received from each beneficial owner of the Tendered Notes described in Box II (Beneficial Owner(s)) (a “Beneficial Owner”) a duly completed and executed form of “Instructions to Registered Holder and/or Book-Entry Transfer Facility Participant from Beneficial Owner” accompanying this Letter of Transmittal, instructing the undersigned to take the action described in this Letter of Transmittal. Subject to, and effective upon, the acceptance for exchange of the Tendered Notes, the undersigned hereby sells, assigns and transfers to, or upon the order of, the Issuer all right, title and interest in and to the Tendered Notes.
The undersigned hereby irrevocably constitutes and appoints the Exchange Agent its agent and attorney-in-fact (with full knowledge that the Exchange Agent also acts as the agent of the Issuer) with respect to the Tendered Notes with the full power of substitution to (i) deliver certificates for the Tendered Notes to the Issuer and deliver all accompanying evidences of transfer and authenticity to, or upon the order of, the Issuer, (ii) present the Tendered Notes for transfer on the books of the Issuer and (iii) receive for the account of the Issuer all benefits and otherwise exercise all rights of beneficial ownership of the Tendered Notes, all in accordance with the terms of the Exchange Offer. The power of attorney granted in this paragraph shall be an irrevocable power coupled with an interest.
The undersigned hereby represents and warrants that the undersigned has full power and authority to surrender, tender, sell, assign and transfer the Tendered Notes and that the Issuer will acquire good and unencumbered title thereto, free and clear of all security interests, liens, restrictions, charges, encumbrances, conditional sale agreements or other obligations relating to their sale and transfer and not subject to any adverse claim when the same are accepted by the Issuer and that the information set forth in Box II (Beneficial Owner(s)) is correct. The undersigned and any Beneficial Owner represent and warrant to the Issuer that (i) the undersigned and any Beneficial Owner are acquiring the New Notes in the ordinary course of business of the undersigned and any Beneficial Owner, (ii) that neither the undersigned nor any Beneficial Owner is engaged in, intends to engage in, or has any arrangement or understanding with any person or entity to participate in, a distribution of the New Notes (within the meaning of the Securities Act), (iii) that neither the undersigned nor any Beneficial Owner is an “affiliate” (within the meaning of Rule 405 under the Securities Act) of the Issuer and (iv) that neither the undersigned nor any Beneficial Owner is acting on behalf of any person or entity who could not truthfully make the statements set forth in clauses (i), (ii) and (iii) above. If the undersigned or any Beneficial Owner is a broker-dealer registered under the Securities Exchange Act of 1934, as amended, the undersigned and such Beneficial Owner (i) represent that such broker-dealer is participating in the applicable Exchange Offer for its own account and is exchanging Old Notes acquired as a result of market-making or other trading activities, (ii) confirms that it has not entered into any arrangement or understanding with the Issuer or any affiliate of the Issuer to distribute the New Notes and (iii) acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes. However, by so acknowledging and so delivering a prospectus, such broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. The above-referenced prospectus may be the Prospectus (as it may be amended or supplemented from time to time) only if it contains a plan of distribution and selling security holder information with respect to such resale transactions (but need not name the undersigned or disclose the amount of New Notes held by the undersigned or any such Beneficial Owner).
 
3

The undersigned and any Beneficial Owner agree that acceptance of any Tendered Notes by the Issuer and the issuance of New Notes in exchange therefor will constitute performance in full by the Issuer of its obligations under the Registration Rights Agreement (as applicable) and that the Issuer will have no further obligations or liabilities thereunder (except as expressly provided therein).
The undersigned and any Beneficial Owner also acknowledge as follows: The Exchange Offer is being made based upon the Issuer’s understanding of existing interpretations of the Securities Act by the staff of the Securities and Exchange Commission (the “Commission”) set forth in several “no-action” letters to third parties and unrelated to the Issuer and the Exchange Offer, and, based on such interpretations, the Issuer believes that the New Notes issued pursuant to the Exchange Offer in exchange for Old Notes may be offered for resale, resold and otherwise transferred by the holders thereof (other than any such holder which is an “affiliate” of the Issuer within the meaning of Rule 405 under the Securities Act) without further compliance with the registration and prospectus delivery requirements of the Securities Act;  provided  that such New Notes are acquired in the ordinary course of such holders’ business and such holders are not engaged in, do not intend to engage in, and have no arrangement or understanding with any person or entity to participate in, the distribution of such New Notes (within the meaning of the Securities Act); provided, further,  that if a holder is a broker-dealer, the holder is participating in the Exchange Offer for its own account in exchange for Old Notes that were acquired as a result of market-making or other trading activities and the holder must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes. Any holder who is an affiliate of the Issuer, who does not acquire the New Notes in the ordinary course of business, who intends to participate in the Exchange Offer for the purpose of distributing the New Notes or is a broker-dealer who purchased the Old Notes directly from the Issuer (i) will not be able to rely on the interpretations by the staff of the Commission set forth in the above-mentioned “no-action” letters, (ii) will not be able to tender its Old Notes in the Exchange Offer and (iii) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any sale or transfer transaction unless such sale or transfer is made pursuant to an exemption from such requirements. The undersigned acknowledges that the Issuer has not sought or received its own “no-action” letter with respect to the Exchange Offer and the related transactions, and that there can be no assurance that the staff of the Commission will make a determination in the case of the Exchange Offer and such transactions that is similar to its determinations in the above-mentioned “no-action” letters. The undersigned and any Beneficial Owner further acknowledge that the Issuer may rely upon each of the foregoing representations and covenants for purposes of the Exchange Offer.
The undersigned and each Beneficial Owner will, upon request, execute and deliver any additional documents deemed by the Issuer or the Exchange Agent to be necessary or desirable to complete the sale, assignment and transfer of the Tendered Notes. All authority conferred or agreed to be conferred in this Letter of Transmittal and every obligation of the undersigned and each Beneficial Owner hereunder shall be binding upon the successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives of the undersigned and such Beneficial Owner, and shall not be affected by, and shall survive the death or incapacity of, the undersigned and such Beneficial Owner.
For purposes of the Exchange Offer, the Issuer shall be deemed to have accepted validly tendered Tendered Notes when, as and if the Issuer has given written or oral notice thereof to the Exchange Agent.
The undersigned understands that tenders of the Tendered Notes pursuant to the procedures described in the Prospectus under “Exchange Offer — Procedures for Tendering” and in the Instructions hereto will constitute a binding agreement between the undersigned and the Issuer in accordance with the terms and subject to the conditions set forth herein and in the Prospectus.
 
4

The undersigned recognizes that (i) under certain circumstances set forth in the Prospectus under “Exchange Offer — Conditions,” the Issuer will not be required to accept the Tendered Notes for exchange and the undersigned may withdraw its tender of Tendered Notes only as set forth in the Prospectus under “Exchange Offer — Withdrawal of Tenders.” Tendered Notes not accepted for exchange or which have been withdrawn will be returned, without expense, to the undersigned as promptly as practicable after the Expiration Date, in the manner set forth in the next succeeding paragraph.
Unless otherwise indicated in Box V (Special Issuance Instructions), please issue certificates for the New Notes (and, if applicable, substitute certificates representing any Old Notes not exchanged) in the name of the undersigned. Similarly, unless otherwise indicated in Box VI (Special Delivery Instructions), please (i) send certificates for the New Notes (and, if applicable, substitute certificates representing Old Notes not exchanged) to the undersigned at the address indicated in Box I (Description of Tendered Notes) or (ii) in the case of a book-entry tender of Old Notes, please credit the New Notes (and, if applicable, Old Notes not exchanged) to the account at DTC indicated in Box III (Method of Delivery).
 
5

PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETING ANY BOX BELOW.

BOX I
DESCRIPTION OF TENDERED NOTES*	
Name(s) and Address(es) of Registered Note Holder(s),
exactly as name(s) appear(s) on Old Note Certificate(s)	 	Certificate
Number(s)
of Old Notes**	 	Aggregate
Principal Amount
Represented by
Certificate(s)	 	Aggregate
Principal Amount
Tendered***	

 	 	 	 	 	 	 	
 	 	 	 	 	 	 	
 	 	Total:	 	 	 	 	
    *     List the Old Notes to which this Letter of Transmittal relates. If the space provided is inadequate, the Certificate numbers and principal amount of Old Notes should be listed on a separate signed schedule attached hereto.
  **     Need not be completed by persons tendering by book-entry transfer.
***     Tenders of Old Notes must be in a minimum principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. Unless otherwise indicated in this column, a holder will be deemed to have tendered ALL of the Old Notes represented by the Certificate(s) set forth above. See Instruction 2.

                                                                                                                                                                                                	

6

 	 	 	
BOX II
BENEFICIAL OWNER(S)	
State of Principal Residence of Each
Beneficial Owner of Tendered Notes	 	Principal Amount of Tendered Notes Held
for Account of Beneficial Owner	

 	 	 	

 	 	 	

 	 	 	
BOX III
METHOD OF DELIVERY
(See Instruction 1)	
 	 	
¨	 	CHECK HERE IF TENDERED NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT AT DTC AND COMPLETE THE FOLLOWING:	
 	 	
 	 	Name of Tendering Institution                                                                                                                                                            	
 	 	
 	 	Account Number                                                                                                                                                                                  	
 	 	
 	 	Transaction Code Number                                                                                                                                                                  	
 	 	
¨	 	CHECK HERE IF TENDERED NOTES ARE BEING DELIVERED HEREWITH.	
 	 	
¨	 	CHECK HERE IF TENDERED NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:	
 	 	
 	 	Name(s) of Registered Holder(s)                                                                                                                                                       	
 	 	
 	 	Window Ticket Number (if any)                                                                                                                                                        	
 	 	
 	 	Date of Execution of Notice of Guaranteed Delivery                                                                                                                       	
 	 	
 	 	Name of Institution which Guaranteed Delivery                                                                                                                              	
 	 	
 	 	If Delivered by Book-Entry Transfer, Complete the Following:	
 	 	
 	 	Name of Tendering Institution                                                                                                                                                           	
 	 	
 	 	Account Number and Transaction Code Number                                                                                                                             	

 	 	

7

 	 	 	 	 	 	 	 	 	
BOX IV
ATTENTION BROKER-DEALERS	
 	 	 	
    ¨	 	CHECK HERE IF THE UNDERSIGNED OR ANY BENEFICIAL OWNER OF TENDERED NOTES IS A BROKER-DEALER AND WISHES TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO:	 	 	
 	 	 	 	
 	 	Name	 	 	 	 	
 	 	 	 	
 	 	Address	 	 	 	 	

 	 	 	 	 	
 
8

BOX V
SPECIAL ISSUANCE INSTRUCTIONS
(See Instructions 3 and 4)
To be completed ONLY if certificates for New Notes and/or certificates for Old Notes not exchanged are to be issued in the name of someone other than the person(s) whose signature(s) appear(s) on this Letter of Transmittal in Box VII (Signature).
Issue: New Notes issued and/or Old Notes not exchanged to:

Name	  	 	
 	  	(Please Type or Print)	
 	  	 	
 	  	(Please Type or Print)	

Address(es)	  	 	

 	  	(Zip Code)	
 	
Taxpayer Identification Number	
or Social Security Number	

 

BOX VI
SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 3 and 4)
To be completed ONLY if (1) certificates for New Notes and/or certificates for Old Notes not exchanged are to be sent to someone other than the person(s) whose signature(s) appear(s) on this Letter of Transmittal in Box VII (Signature) at the address(es) indicated in Box I (Description of Tendered Notes) or (2) New Notes and/or Old Notes not exchanged are to be issued or returned, respectively, to an account maintained at DTC other than the account indicated in Box III (Method of Delivery).
Send: New Notes and/or Old Notes not exchanged to:
Issue: New Notes issued and/or Old Notes not exchanged to:

Name(s)	  	 	
 	  	(Please Type or Print)	
 	  	 	
 	  	(Please Type or Print)	

Address(es)	  	 	
 	  	 	
 	  	(Zip Code)	
Credit: New Notes and/or Old Notes not exchanged to DTC account as follows:

Name	  	 	
 	  	(Please Type or Print)	
 	  	 	
 	  	(Please Type or Print)	

Crediting Instructions	  	 	

Account Number(s)	  	 	

 

 
9

BOX VII
SIGNATURE: TO BE COMPLETED BY ALL TENDERING HOLDERS
(See Instructions 1 and 3)
In addition, the enclosed Internal Revenue Service Form W-9 or appropriate Internal Revenue Service Form
 	 	 	 	 	
 	 	W-8 must be completed and signed.	 	 	

 	 	 	 	 	 	                                                             ,	 	20    	 	 	
 	 	 	 	 	 	
 	 	 	 	 	 	                                                             ,	 	20    	 	 	
 	 	 	 	 	 	
 	 	 	 	 	 	                                                             ,	 	20    	 	 	
 	 	Signatures by Tendering Holders	 	 	 	Date        	 	 	 	 	

 	 	Area Code(s) and Telephone Number(s)	 	 	 	 	 	 	 	 	

For any Tendered Notes, this Letter of Transmittal must be signed by the registered holder(s) as the name(s) appear(s) on the certificate(s) for the Tendered Notes or by any person(s) authorized to become registered holder(s) by endorsements and documents submitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, please set forth full title and the other information indicated below and, unless waived by the Issuer, submit herewith evidence satisfactory to the Issuer of authority to so act. See Instruction 3.

 	 	Name(s)	 	 	 	 	

 	 	 	 	(Please Type or Print)	 	 	
 	 	 	 	
 	 	Capacity	 	 	 	 	
 	 	 	 	
 	 	Address(es)	 	 	 	 	

 	 	 	 	(Including Zip Code)	 	 	

 	 	Area Code and Telephone Number	 	 	 	 	

 	 	Tax Identification Number or Social Security Number	 	 	 	 	
SIGNATURE GUARANTEE
(If required by Instruction 3)

 	 	Signature(s) Guaranteed by
an Eligible Institution	 	 	
 	 	(Authorized Signature)	 	 	 	 	

 	 	(Print Name)	 	 	

 	 	(Title)	 	 	
 	 	 	 	 	
 	 	(Name of Firm—Must be an Eligible Institution as defined in Instruction 3)	 	 	

 	 	Address	 	 	 	 	

 	 	 Area Code and Telephone Number	 	 	 	 	 	 	

10

SEARS HOLDINGS CORPORATION
INSTRUCTIONS TO LETTER OF TRANSMITTAL
FORMING PART OF THE TERMS AND CONDITIONS
OF THE EXCHANGE OFFER
Delivery of this Letter of Transmittal and Tendered Notes; Guaranteed Delivery Procedures. This Letter of Transmittal is to be completed by holders of Old Notes if (i) certificates are to be forwarded herewith or (ii) a tender of certificates for Old Notes is to be made by book-entry transfer to the account maintained by the Exchange Agent at DTC pursuant to the book-entry transfer procedures set forth under “Exchange Offer — Procedures for Tendering” in the Prospectus. Certificates for all physically tendered Old Notes, or a Book-Entry Confirmation, and, in the case of certificates, a properly completed and duly executed Letter of Transmittal (or manually signed facsimile hereof) and all other documents required by this Letter of Transmittal must be received by the Exchange Agent at the address set forth on the front cover and back cover hereof prior to 5:00 p.m., New York City time, on the Expiration Date, or the tendering holder must comply with the guaranteed delivery procedures set forth below.
Holders who wish to tender their Old Notes but who cannot, prior to 5:00 p.m., New York City time, on the Expiration Date (i) deliver their Old Notes, this Letter of Transmittal or any other documents required by this Letter of Transmittal to the Exchange Agent or (ii) deliver a Book-Entry Confirmation and otherwise complete the procedures for book-entry transfer may effect a tender of Old Notes by complying with the guaranteed delivery procedures set forth in the instructions to the Notice of Guaranteed Delivery accompanying this Letter of Transmittal. Pursuant to such procedures, (a) the tender must be made through an Eligible Institution (as defined in Instruction 3); (b) prior to 5:00 p.m., New York City time, on the Expiration Date, the Exchange Agent must have received from such Eligible Institution a properly completed and duly executed Notice of Guaranteed Delivery (by facsimile transmission, registered or certified mail or hand delivery) setting forth the name and address of the tendering holder, the certificate number(s) of the Tendered Notes and the principal amount of the Tendered Notes, stating that the tender is being made thereby and guaranteeing that, within three New York Stock Exchange trading days after the Expiration Date, this Letter of Transmittal (or facsimile thereof) together with the certificates(s) representing the Tendered Notes (or a Book-Entry Confirmation) and any other documents required by this Letter of Transmittal will be deposited by the Eligible Institution with the Exchange Agent; and (c) this Letter of Transmittal (or facsimile thereof), properly completed and duly executed, as well as the certificates(s) representing the Tendered Notes in proper form for transfer (or a Book-Entry Confirmation), and all other documents required by this Letter of Transmittal are received by the Exchange Agent within three New York Stock Exchange trading days after the Expiration Date.
The method of delivery of this Letter of Transmittal, the Tendered Notes and all other required documents is at the election and risk of the tendering holders. The delivery will be deemed made only when actually received or confirmed by the Exchange Agent. As an alternative to delivery by mail, holders may wish to consider overnight or hand delivery service. In all cases, sufficient time should be allowed to assure delivery to the Exchange Agent prior to 5:00 p.m., New York City time, on the Expiration Date.
Tender by Registered Holder; Instructions to Beneficial Holders; Partial Tenders. Only a holder in whose name Old Notes are registered may execute and deliver this Letter of Transmittal and tender Old Notes in the Exchange Offer. Any Beneficial Owner whose Old Notes are registered in the name of a broker, dealer, commercial bank, trust, company or other nominee and who wishes to tender such Old Notes should (i) contact such registered holder promptly and instruct such registered holder to tender such Old Notes on such Beneficial Owner’s behalf, (ii) properly complete and duly execute the form of “Instructions to Registered Holder and/or Book-Entry Transfer Facility Participant from Beneficial Owner” accompanying this Letter of Transmittal and (iii) timely deliver such form to such registered holder. The
 
11

Issuer, the Exchange Agent and the transfer and registrar for the Old Notes shall be entitled to rely upon all representations, warranties, covenants and instructions given or made by such registered holder and/or such Beneficial Owner. If such Beneficial Owner wishes to tender Old Notes on its own behalf, such Beneficial Owner must, prior to completing and executing this Letter of Transmittal and delivering its Old Notes, either make appropriate arrangements to register ownership of the Old Notes in such Beneficial Owner’s name or obtain a properly completed bond power from the registered holder. Any such transfer of registered ownership may take considerable time.
Tendered Notes must be in a minimum principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. If less than the entire principal amount of the Old Notes evidenced by a submitted certificate are to be tendered, the tendering holder(s) should indicate the aggregate principal amount of Old Notes to be tendered in Box I (Description of Tendered Notes) under the caption “Aggregate Principal Amount Tendered.” The entire principal amount of Old Notes delivered to the Exchange Agent will be deemed to have been tendered unless otherwise indicated. If the entire principal amount of Old Notes held by the tendering holder is not tendered for exchange, then (i) unless otherwise indicated in Box V (Special Issuance Instructions), certificates evidencing untendered Old Notes and New Notes issued pursuant to the Exchange Offer will be issued in the name of the person signing this Letter of Transmittal and (ii) unless otherwise indicated in Box VI (Special Delivery Instructions), such certificates will be sent to the person signing this Letter of Transmittal at the address indicated in Box I (Description of Tendered Notes) (or, in the case of a book-entry tender of Old Notes, credited to the account at DTC indicated in Box III (Method of Delivery)).
Signatures on this Letter of Transmittal; Bond Powers and Endorsements; Guarantee of Signatures. If this Letter of Transmittal is signed by the registered holder of the Tendered Notes, the signature must correspond exactly with the name(s) as written on the face of the certificates for the Tendered Notes without any change whatsoever. If any tendered Old Notes are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal. If any Tendered Notes are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate copies of this Letter of Transmittal as there are different registrations of certificates.
When this Letter of Transmittal is signed by the registered holder(s) of the Tendered Notes specified herein and tendered hereby, no endorsements of certificates or separate bond powers are required. If, however, the New Notes are to be issued, or any untendered Old Notes are to be reissued, to a person other than the registered holder, then endorsements of any certificates transmitted hereby or separate bond powers are required. Signatures on such certificate(s) must be guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the registered holder(s) of any certificate(s) specified herein, such certificate(s) must be endorsed or accompanied by appropriate bond powers, in either case signed exactly as the name(s) of the registered holder(s) appear(s) on the certificate(s), and signatures on each such endorsement or bond power must be guaranteed by an Eligible Institution.
If this Letter of Transmittal or any certificates or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by the Issuer, evidence satisfactory to the Issuer of their authority to so act must be submitted with this Letter of Transmittal.
Endorsements on certificates for Tendered Notes or signatures on bond powers required by this Instruction 3 must be guaranteed by a firm which is a member of a registered national securities exchange or of the Financial Industry Regulatory Authority, or is a savings institution, commercial bank or trust company having an office or correspondent in the United States, or is otherwise an “eligible guarantor institution” within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, and
 
12

which is, in each case, a member of a recognized signature guarantee program (i.e., Securities Transfer Agents Medallion Program, Stock Exchange Medallion Program or New York Stock Exchange Medallion Signature Program) (an “Eligible Institution”).
Signatures on this Letter of Transmittal need not be guaranteed by an Eligible Institution, provided the Tendered Notes are tendered by: (i) the registered holder thereof (which term for purposes of the exchange offer includes any participant of DTC whose name appears on a security position listing as the holder of such Tendered Notes) who has not completed Box V (Special Issuance Instructions) or Box VI (Special Delivery Instructions) on this Letter of Transmittal or (ii) an Eligible Institution.
Special Issuance and Delivery Instructions. Tendering holders should indicate in the applicable boxes the name and address to which New Notes issued pursuant to the Exchange Offer and/or substitute certificates evidencing Old Notes not exchanged are to be issued or sent if different from the name or address of the holder signing this Letter of Transmittal. In the case of issuance in a different name, the taxpayer identification number or social security number of the person named must also be indicated. If no such instructions are given, certificates evidencing such Old Notes not exchanged and New Notes issued pursuant to the Exchange Offer will be returned to the person signing this Letter of Transmittal at the address indicated in Box I (Description of Tendered Notes) (or, in the case of a book-entry tender of Old Notes, credited to the account at DTC indicated in Box III (Method of Delivery)).
Taxpayer Information—Internal Revenue Service Form W-9 or Appropriate Internal Revenue Service Form W-8. Payments of principal and interest on a note are generally subject to backup withholding unless the holder provides the Issuer (as payor) or other payor with such holder’s correct Taxpayer Identification Number (“TIN”) on Internal Revenue Service (“IRS”) Form W-9 (or appropriate IRS Form W-8 in the case of a foreign holder), which in the case of a tendering holder who is an individual, is his or her social security number, and, in the case of an entity, the TIN is typically the employer identification number. If the Issuer is not provided with the current TIN or an adequate basis for an exemption, such tendering holder may be subject to a penalty imposed by the IRS, and all reportable payments that are made to such holder may be subject to backup withholding. Any amounts withheld under the backup withholding rules generally will be allowed as a refund or a credit against U.S. federal income tax liability if the required information is furnished in a timely manner to the IRS.
Exempt holders of Old Notes (such as corporations) are not subject to these backup withholding and reporting requirements.
To prevent backup withholding on reportable payments of principal and interest by the Issuer, each holder of Tendered Notes must provide its correct TIN by completing the IRS Form W-9 enclosed with this Letter of Transmittal, certifying (x) that the TIN provided is correct (or that such holder is awaiting a TIN), (y) that (i) the holder is exempt from backup withholding, (ii) the holder has not been notified by the IRS that such holder is subject to backup withholding as a result of a failure to report all interest or dividends or (iii) the IRS has notified the holder that such holder is no longer subject to backup withholding and (z) that the holder is a U.S. citizen or other U.S. person. If the holder of Tendered Notes is a nonresident alien or foreign entity not subject to backup withholding, such holder must give the Issuer a completed appropriate IRS Form W-8, which may be obtained at the IRS website at www.irs.gov .  If the Tendered Notes are in more than one name or are not in the name of the Beneficial Owner, the tendering holder should consult its tax advisor for information on which TIN to report. If such holder does not have a TIN, such holder should consult its tax advisor for instructions on applying for a TIN and complete the IRS Form W-9 or IRS Form W-8 in accordance with the IRS instructions provided with the forms.
 
13

Transfer Taxes. The Issuer will pay all transfer taxes, if any, applicable to the exchange of Tendered Notes under the Exchange Offer. The tendering holder, however, will be required to pay any transfer taxes, whether imposed on the registered holder or any other person, if:
Tendered Notes are to be delivered to, or issued in the name of, any person other than the registered holder of the Tendered Notes so exchanged;
Tendered Notes are registered in the name of any person other than the person signing this Letter of Transmittal; or
a transfer tax is imposed for any reason other than the exchange of Tendered Notes under the Exchange Offer.
If satisfactory evidence of payment of transfer taxes is not submitted with this Letter of Transmittal, the amount of any transfer taxes will be billed to the tendering holder.
Waiver of Conditions. The Issuer reserves the absolute right to waive any or all conditions relating to the Exchange Offer set forth in the Prospectus.
No Conditional Tenders. No alternative, conditional, irregular or contingent tenders will be accepted. All holders of Tendered Notes, by execution of this Letter of Transmittal, shall waive any right to receive notice of the acceptance of their Tendered Notes for exchange.
Mutilated, Lost, Stolen or Destroyed Old Notes. Any holder whose Old Notes have been mutilated, lost, stolen or destroyed should contact the Exchange Agent at the address set forth on the front and back covers hereof for further instructions.
Validity of Tenders. All questions as to the validity, form, eligibility (including time of receipt), acceptance and withdrawal of Tendered Notes will be determined by the Issuer in its sole discretion, which determination will, subject to applicable law, be final and binding. The Issuer reserves the absolute right to reject any and all Tendered Notes not properly tendered or any Tendered Notes, the Issuer’s acceptance of which would, in the opinion of counsel for the Issuer, be unlawful. The Issuer also reserves the right in its sole discretion to waive any defects, irregularities or conditions of tender as to any Tendered Notes. The Issuer’s interpretation of the terms and conditions of the Exchange Offer (including the Instructions in this Letter of Transmittal) will, subject to applicable law, be final and binding on all parties. Unless waived, any defects or irregularities in connection with Tendered Notes must be cured within such time as the Issuer shall determine. Although the Issuer intends to notify holders of defects or irregularities with respect to tenders of Tendered Notes, neither the Issuer, the Exchange Agent nor any other person shall incur any liability for failure to give such notification. Tenders of Tendered Notes will not be deemed to have been made until such defects or irregularities have been cured or waived. Any Tendered Notes received by the Exchange Agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the Exchange Agent to the tendering holders, unless otherwise provided in this Letter of Transmittal, as promptly as practicable following the Expiration Date.
Acceptance of Tendered Notes and Issuance of Notes; Return of Notes. Subject to the terms and conditions of the Exchange Offer, the Issuer will accept for exchange all validly tendered Old Notes as promptly as practicable after the Expiration Date and will issue New Notes therefor as promptly as practicable thereafter. For purposes of the Exchange Offer, the Issuer shall be deemed to have accepted validly tendered Old Notes when, as and if the Issuer has given oral or written notice thereof to the Exchange Agent. If any Tendered Notes are not exchanged pursuant to the Exchange Offer for any reason, such unexchanged Tendered Notes will be returned, without expense, to the person signing this Letter of
 
14

Transmittal at the address indicated in Box I (Description of Tendered Notes), except as may otherwise be specified in Box V (Special Issuance Instructions) or Box VI (Special Delivery Instructions).
Withdrawal. Tendered Notes may be withdrawn only pursuant to the procedures set forth in the Prospectus under “Exchange Offer — Withdrawal of Tenders.”
Requests for Assistance or Additional Copies. Questions relating to the procedures for tendering, as well as requests for additional copies of the Prospectus, this Letter of Transmittal and the Notice of Guaranteed Delivery, may be directed to the Exchange Agent at the address and telephone number set forth on the front and back covers hereof.
 
15

 	 	 	 	 	
 	 	 	
Form     W-9
(Rev. January 2011)
Department of the Treasury
Internal Revenue Service	 	Request for Taxpayer
Identification Number and Certification	 	Give Form to the requester. Do not send to the IRS.	

Print or type
See
Specific Instructions
on page 2.
 	 	Name (as shown on your income tax return)
 	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	
 	 	Business name/disregarded entity name, if different from above
 	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	 	
 	 	Check appropriate box for federal tax	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	
 	 	classification (required):    	 	¨	 	Individual/sole proprietor    	 	¨	 	C Corporation    	 	¨	 	S Corporation    	 	¨	 	Partnership    	 	¨	 	Trust/estate	 	  	 	 	 	 	 	 	 	 	
 	 	 
¨ Limited liability company. Enter the tax classification (C=C corporation, S=S corporation,  P=partnership)  u                                     
 
¨ Other (see instructions)  u
 	 	 
¨	 	Exempt payee	 	 	 	 	 	
 	 	 
Address (number, street, and apt. or suite no.)

City, state, and ZIP code
 	 	  	 	 
    Requester’s name and address (optional)	 	 	 	 	 	 	
  	 	 
List account number(s) here (optional)

 	 	 	
Part I	  	Taxpayer Identification Number (TIN)	

 
Enter your TIN in the appropriate box. The TIN provided must match the name given on the “Name” line to avoid backup withholding. For individuals, this is your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it is your employer identification number (EIN). If you do not have a number, see  How to get a TIN  on page 3.
Note. If the account is in more than one name, see the chart on page 4 for guidelines on whose number to enter.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Social security number	 	 	
 	 	 	 	 	 	 	 	–	 	 	 	 	 	–	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	
 	 	Employer Identification number	 	 	 	 	 	 	 	
 	 	 	 	 	 	–	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	
Part II	  	Certification	
Under penalties of perjury, I certify that:
 
1.	 	The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and	
 
2.	 	I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and	
 
3.	 	I am a U.S. citizen or other U.S. person (defined below).	
Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions on page 4.

Sign
Here	  	Signature of
U.S. person   u	    	Date  u	
 
General Instructions
Section references are to the Internal Revenue Code unless otherwise noted.
Purpose of Form
A person who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) to report, for example, income paid to you, real estate transactions, mortgage interest you paid, acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA.
Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN to the person requesting it (the requester) and, when applicable, to:
1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued),
2. Certify that you are not subject to backup withholding, or
3. Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners’ share of effectively connected income.
 
Note. If a requester gives you a form other than Form W-9 to request your TIN, you must use the requester’s form if it is substantially similar to this Form W-9.
Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are:
 
—	 	An individual who is a U.S. citizen or U.S. resident alien,	
 
—	 	A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States,	
 
—	 	An estate (other than a foreign estate), or	
 
—	 	A domestic trust (as defined in Regulations section 301.7701-7).	
Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax on any foreign partners’ share of income from such business. Further, in certain cases where a Form W-9 has not been received, a partnership is required to presume that a partner is a foreign person, and pay the withholding tax. Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business in the United States, provide Form W-9 to the partnership to establish your U.S. status and avoid withholding on your share of partnership income.

 	 	 	 	 	
 	 	Cat. No. 10231X	 	FormW-9 (Rev. 1-2011)	

 	 	 	
Form W-9 (Rev. 1-2011)	 	Page 2	
 
The person who gives Form W-9 to the partnership for purposes of establishing its U.S. status and avoiding withholding on its allocable share of net income from the partnership conducting a trade or business in the United States is in the following cases:
 
•	 	The U.S. owner of a disregarded entity and not the entity,	
 
•	 	The U.S. grantor or other owner of a grantor trust and not the trust, and	
 
•	 	The U.S. trust (other than a grantor trust) and not the beneficiaries of the trust.	
Foreign person. If you are a foreign person, do not use Form W-9. Instead, use the appropriate Form W-8 (see Publication 515, Withholding of Tax on Nonresident Aliens and Foreign Entities).
Nonresident alien who becomes a resident alien. Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a “saving clause.” Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the payee has otherwise become a U.S. resident alien for tax purposes.
If you are a U.S. resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement to Form W-9 that specifies the following five items:
1. The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien.
2. The treaty article addressing the income.
3. The article number (or location) in the tax treaty that contains the saving clause and its exceptions.
4. The type and amount of income that qualifies for the exemption from tax.
5. Sufficient facts to justify the exemption from tax under the terms of the treaty article.
Example. Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if his or her stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first protocol) and is relying on this exception to claim an exemption from tax on his or her scholarship or fellowship income would attach to Form W-9 a statement that includes the information described above to support that exemption.
If you are a nonresident alien or a foreign entity not subject to backup withholding, give the requester the appropriate completed Form W-8.
What is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS a percentage of such payments. This is called “backup withholding.” Payments that may be subject to backup withholding include interest, tax-exempt interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding.
You will not be subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return.
Payments you receive will be subject to backup withholding if:
1. You do not furnish your TIN to the requester,
2. You do not certify your TIN when required (see the Part II instructions on page 3 for details),
3. The IRS tells the requester that you furnished an incorrect TIN,
4. The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only), or
5. You do not certify to the requester that you are not subject to backup withholding under 4 above (for reportable interest and dividend accounts opened after 1983 only).
Certain payees and payments are exempt from backup withholding. See the instructions below and the separate Instructions for the Requester of Form W-9.
Also see Special rules for partnerships on page 1.
Updating Your Information
You must provide updated information to any person to whom you claimed to be an exempt payee if you are no longer an exempt payee and anticipate receiving reportable payments in the future from this person. For example, you may need to provide updated information if you are a C corporation that elects to be an S corporation, or if you no longer are tax exempt. In addition, you must furnish a new Form W-9 if the name or TIN changes for the account, for example, if the grantor of a grantor trust dies.
Penalties
Failure to furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.
Civil penalty for false information with respect to withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.
Criminal penalty for falsifying information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.
Misuse of TINs. If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties.
Specific Instructions
Name
If you are an individual, you must generally enter the name shown on your income tax return. However, if you have changed your last name, for instance, due to marriage without informing the Social Security Administration of the name change, enter your first name, the last name shown on your social security card, and your new last name.
If the account is in joint names, list first, and then circle, the name of the person or entity whose number you entered in Part I of the form.
Sole proprietor. Enter your individual name as shown on your income tax return on the “Name” line. You may enter your business, trade, or “doing business as (DBA)” name on the “Business name/disregarded entity name” line.
Partnership, C Corporation, or S Corporation. Enter the entity’s name on the “Name” line and any business, trade, or “doing business as (DBA) name” on the “Business name/disregarded entity name” line.
Disregarded entity. Enter the owner’s name on the “Name” line. The name of the entity entered on the “Name” line should never be a disregarded entity. The name on the “Name” line must be the name shown on the income tax return on which the income will be reported. For example, if a foreign LLC that is treated as a disregarded entity for U.S. federal tax purposes has a domestic owner, the domestic owner’s name is required to be provided on the “Name” line. If the direct owner of the entity is also a disregarded entity, enter the first owner that is not disregarded for federal tax purposes. Enter the disregarded entity’s name on the “Business name/disregarded entity name” line. If the owner of the disregarded entity is a foreign person, you must complete an appropriate Form W-8.
Note. Check the appropriate box for the federal tax classification of the person whose name is entered on the “Name” line (Individual/sole proprietor, Partnership, C Corporation, S Corporation, Trust/estate).
Limited Liability Company (LLC). If the person identified on the “Name” line is an LLC, check the “Limited liability company” box only and enter the appropriate code for the tax classification in the space provided. If you are an LLC that is treated as a partnership for federal tax purposes, enter “P” for partnership. If you are an LLC that has filed a Form 8832 or a Form 2553 to be taxed as a corporation, enter “C” for C corporation or “S” for S corporation. If you are an LLC that is disregarded as an entity separate from its owner under Regulation section 301.7701-3 (except for employment and excise tax), do not check the LLC box unless the owner of the LLC (required to be identified on the “Name” line) is another LLC that is not disregarded for federal tax purposes. If the LLC is disregarded as an entity separate from its owner, enter the appropriate tax classification of the owner identified on the “Name” line.

 	 	 	
Form W-9 (Rev. 1-2011)	 	Page 3	
 
Other entities. Enter your business name as shown on required federal tax documents on the “Name” line. This name should match the name shown on the charter or other legal document creating the entity. You may enter any business, trade, or DBA name on the “Business name/disregarded entity name” line.
Exempt Payee
If you are exempt from backup withholding, enter your name as described above and check the appropriate box for your status, then check the “Exempt payee” box in the line following the “Business name/ disregarded entity name,” sign and date the form.
Generally, individuals (including sole proprietors) are not exempt from backup withholding. Corporations are exempt from backup withholding for certain payments, such as interest and dividends.
Note. If you are exempt from backup withholding, you should still complete this form to avoid possible erroneous backup withholding.
The following payees are exempt from backup withholding:
1. An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2),
2. The United States or any of its agencies or instrumentalities,
3. A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities,
4. A foreign government or any of its political subdivisions, agencies, or instrumentalities, or
5. An international organization or any of its agencies or instrumentalities.
Other payees that may be exempt from backup withholding include:
6. A corporation,
7. A foreign central bank of issue,
8. A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States,
9. A futures commission merchant registered with the Commodity Futures Trading Commission,
10. A real estate investment trust,
11. An entity registered at all times during the tax year under the Investment Company Act of 1940,
12. A common trust fund operated by a bank under section 584(a),
13. A financial institution,
14. A middleman known in the investment community as a nominee or custodian, or
15. A trust exempt from tax under section 664 or described in section 4947.
The following chart shows types of payments that may be exempt from backup withholding. The chart applies to the exempt payees listed above, 1 through 15.

IF the payment is for…
for…	 	THEN the payment is exempt	
 	 	
Interest and dividend payments for 9	 	All exempt payees except	
 	 	
Broker transactions through 13. Also, C corporations.	 	Exempt payees 1 through 5 and 7	
 	 	
Barter exchange transactions and patronage dividends	 	Exempt payees 1 through 5	
Payments over $600 required to be reported and direct sales over $5,0001

 	 	Generally, exempt payees	
1 through 72	 	 	
 
1	See Form 1099-MISC, Miscellaneous Income, and its instructions.	
 
2	However, the following payments made to a corporation and reportable on Form 1099-MISC are not exempt from backup withholding: medical and health care payments, attorneys’ fees, gross proceeds paid to an attorney, and payments for services paid by a federal executive agency.	
Part I. Taxpayer Identification Number (TIN)
Enter your TIN in the appropriate box. If you are a resident alien and you do not have and are not eligible to get an SSN, your TIN is your IRS individual taxpayer identification number (ITIN). Enter it in the social security number box. If you do not have an ITIN, see  How to get a TIN  below.
If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN. However, the IRS prefers that you use your SSN.
If you are a single-member LLC that is disregarded as an entity separate from its owner (see Limited Liability Company (LLC) on page 2), enter the owner’s SSN (or EIN, if the owner has one). Do not enter the disregarded entity’s EIN. If the LLC is classified as a corporation or partnership, enter the entity’s EIN.
Note. See the chart on page 4 for further clarification of name and TIN combinations.
How to get a TIN. If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS-5, Application for a Social Security Card, from your local Social Security Administration office or get this form online at  www.ssa.gov.  You may also get this form by calling 1-800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at  www.irs.gov/businesses  and clicking on Employer Identification Number (EIN) under Starting a Business. You can get Forms W-7 and SS-4 from the IRS by visiting  IRS.gov  or by calling 1-800-TAX-FORM (1-800-829-3676).
If you are asked to complete Form W-9 but do not have a TIN, write “Applied For” in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, generally you will have 60 days to get a TIN and give it to the requester before you are subject to backup withholding on payments. The 60-day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester.
Note. Entering “Applied For” means that you have already applied for a TIN or that you intend to apply for one soon.
Caution: A disregarded domestic entity that has a foreign owner must use the appropriate Form W-8.
Part II. Certification
To establish to the withholding agent that you are a U.S. person, or resident alien, sign Form W-9. You may be requested to sign by the withholding agent even if item 1, below, and items 4 and 5 on page 4 indicate otherwise.
For a joint account, only the person whose TIN is shown in Part I should sign (when required). In the case of a disregarded entity, the person identified on the “Name” line must sign. Exempt payees, see  Exempt Payee  on page 3.
Signature requirements. Complete the certification as indicated in items 1 through 3, below, and items 4 and 5 on page 4.
1. Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts considered active during 1983. You must give your correct TIN, but you do not have to sign the certification.
2. Interest, dividend, broker, and barter exchange accounts opened after 1983 and broker accounts considered inactive during 1983. You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form.
3. Real estate transactions. You must sign the certification. You may cross out item 2 of the certification.

 	 	 	
Form W-9 (Rev. 1-2011)	 	Page 4	
 
4. Other payments. You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an incorrect TIN. “Other payments” include payments made in the course of the requester’s trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to corporations), payments to a nonemployee for services, payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporations).
5. Mortgage interest paid by you, acquisition or abandonment of secured property, cancellation of debt, qualified tuition program payments (under section 529), IRA, Coverdell ESA, Archer MSA or HSA contributions or distributions, and pension distributions.  You must give your correct TIN, but you do not have to sign the certification.
What Name and Number To Give the Requester

For this type of account:	 	Give name and SSN of:	
 	 	
Individual	 	The individual	
 	 	
Two or more individuals (joint account) combined funds, the first individual on the account 1	 	The actual owner of the account or, if	
 	
Custodian account of a minor (Uniform Gift to Minors Act) The minor2	
a. The usual revocable savings trust (grantor is also trustee)
b. So-called trust account that is not a legal or valid trust under state law
 	 	 	
 	 	The grantor-trustee1	
The actual owner1	 	 	
Sole proprietorship or disregarded entity owned by an individual        The owner3
Grantor trust filing under Optional Form 1099 Filing Method 1 (see Regulation section 1.671-4(b)(2)(i)(A))

 	 	The grantor*	
 	 	
For this type of account:	 	Give name and EIN of:	
Disregarded entity not owned by an individual The owner

A valid trust, estate, or pension trust	 	Legal entity4	
Corporation or LLC electing corporate status on Form 8832 or Form 2553

 	 	The corporation	
Association, club, religious, charitable, educational, or other tax-exempt organization

 	 	The organization	
 	 	
Partnership or multi-member LLC	 	The partnership	
 	 	
A broker or registered nominee	 	The broker or nominee	
Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments

 	 	The public entity	
Grantor trust filing under the Form 1041 Filing Method or the Optional Form 1099 Filing Method 2 (see Regulation section 1.671-4(b)(2)(i)(B))

 	 	The trust	
 
1 	List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person’s number must be furnished.	
 
2	Circle the minor’s name and furnish the minor’s SSN.	
 
3 	You must show your individual name and you may also enter your business or “DBA” name on the “Business name/disregarded entity” name line. You may use either your SSN or EIN (if you have one), but the IRS encourages you to use your SSN.	
 
4 	List first and circle the name of the trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.) Also see  Special rules for partnerships  on page 1.	
 
*	Note. Grantor also must provide a Form W-9 to trustee of trust.	
Note. If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed.
Secure Your Tax Records from Identity Theft
Identity theft occurs when someone uses your personal information such as your name, social security number (SSN), or other identifying information, without your permission, to commit fraud or other crimes. An identity thief may use your SSN to get a job or may file a tax return using your SSN to receive a refund.
To reduce your risk:
 
•	 	Protect your SSN,	
 
•	 	Ensure your employer is protecting your SSN, and	
 
•	 	Be careful when choosing a tax preparer.	
If your tax records are affected by identity theft and you receive a notice from the IRS, respond right away to the name and phone number printed on the IRS notice or letter.
If your tax records are not currently affected by identity theft but you think you are at risk due to a lost or stolen purse or wallet, questionable credit card activity or credit report, contact the IRS Identity Theft Hotline at 1-800-908-4490 or submit Form 14039.
For more information, see Publication 4535, Identity Theft Prevention and Victim Assistance.
Victims of identity theft who are experiencing economic harm or a system problem, or are seeking help in resolving tax problems that have not been resolved through normal channels, may be eligible for Taxpayer Advocate Service (TAS) assistance. You can reach TAS by calling the TAS toll-free case intake line at 1-877-777-4778 or TTY/TDD 1-800-829-4059.
Protect yourself from suspicious emails or phishing schemes. Phishing is the creation and use of email and websites designed to mimic legitimate business emails and websites. The most common act is sending an email to a user falsely claiming to be an established legitimate enterprise in an attempt to scam the user into surrendering private information that will be used for identity theft.
The IRS does not initiate contacts with taxpayers via emails. Also, the IRS does not request personal detailed information through email or ask taxpayers for the PIN numbers, passwords, or similar secret access information for their credit card, bank, or other financial accounts.
If you receive an unsolicited email claiming to be from the IRS, forward this message to phishing@irs.gov. You may also report misuse of the IRS name, logo, or other IRS property to the Treasury Inspector General for Tax Administration at 1-800-366-4484. You can forward suspicious emails to the Federal Trade Commission at:  spam@uce.gov  or contact them at  www.ftc.gov/idtheft  or 1 -877-IDTHEFT (1-877-438-4338).
Visit IRS.gov to learn more about identity theft and how to reduce your risk.

 

 
Privacy Act Notice
 
Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons (including federal agencies) who are required to file information returns with the IRS to report interest, dividends, or certain other income paid to you; mortgage interest you paid; the acquisition or abandonment of secured property; the cancellation of debt; or contributions you made to an IRA, Archer MSA, or HSA. The person collecting this form uses the information on the form to file information returns with the IRS, reporting the above information. Routine uses of this information include giving it to the Department of Justice for civil and criminal litigation and to cities, states, the District of Columbia, and U.S. possessions for use in administering their laws. The information also may be disclosed to other countries under a treaty, to federal and state agencies to enforce civil and criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. You must provide your TIN whether or not you are required to file a tax return. Under section 3406, payers must generally withhold a percentage of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to the payer. Certain penalties may also apply for providing false or fraudulent information.	

Wells Fargo Bank, National Association,
As Exchange Agent

Registered & Certified Mail:	 	Regular Mail or Courier:	 	In Person by Hand Only:	
Wells Fargo Bank, N.A.	 	Wells Fargo Bank, N.A.	 	Wells Fargo Bank, N.A.	
Corporate Trust Operations	 	Corporate Trust Operations	 	Corporate Trust Services	
MAC N9303-121	 	MAC N9303-121	 	Northstar East Building - 12th Floor	
P.O. Box 1517	 	6th St & Marquette Avenue	 	608 Second Avenue South	
Minneapolis, MN 55480	 	Minneapolis, MN 55479	 	Minneapolis, MN 55402	
Or
By Facsimile Transmission:
(612) 667-6282
Telephone:
(800) 344-5128

Exhibit 99.2
SEARS HOLDINGS CORPORATION
NOTICE OF GUARANTEED DELIVERY
With Respect to the Tender for Exchange of
Registered 6   5/8% Senior Secured Notes due 2018
for Outstanding 6   5/8% Senior Secured Notes due 2018
Pursuant to the Prospectus Dated                 , 2011

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                 , 2011, UNLESS EXTENDED (THE “EXPIRATION DATE”). TENDERS MAY BE WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
 
PLEASE READ CAREFULLY THE ATTACHED INSTRUCTIONS.
As set forth in the Letter of Transmittal (the “Letter of Transmittal”) accompanying the Prospectus dated                 , 2011 (the “Prospectus”) of Sears Holdings Corporation, a Delaware corporation (the “Issuer”), this Notice of Guaranteed Delivery or a form substantially equivalent hereto must be used to accept the Issuer’s offer to exchange its 6    5 / 8 % Senior Secured Notes due 2018, the issuance of which has been registered under the Securities Act of 1933, as amended, for a like principal amount of their outstanding unregistered 6   5 / 8 % Senior Secured Notes due 2018 (the “Old Notes”) if the tendering holder of Old Notes cannot, prior to 5:00 p.m., New York City time, on the Expiration Date (i) deliver its Old Notes, the Letter of Transmittal or any other documents required by the Letter of Transmittal to the Exchange Agent (as defined below) or (ii) deliver a confirmation of the book-entry tender of its Old Notes into the Exchange Agent’s account at The Depository Trust Company (“DTC”) and otherwise complete the procedures for book-entry transfer. If required, this Notice of Guaranteed Delivery, properly completed and duly executed, must be delivered to Wells Fargo Bank, National Association (the “Exchange Agent”), as set forth below.

Registered & Certified Mail:	 	Regular Mail or Courier:	 	In Person by Hand Only:	
Wells Fargo Bank, N.A.	 	Wells Fargo Bank, N.A.	 	Wells Fargo Bank, N.A.	
Corporate Trust Operations	 	Corporate Trust Operations	 	Corporate Trust Services	
MAC N9303-121	 	MAC N9303-121	 	Northstar East Building - 12th Floor	
P.O. Box 1517	 	6th St & Marquette Avenue	 	608 Second Avenue South	
Minneapolis, MN 55480	 	Minneapolis, MN 55479	 	Minneapolis, MN 55402	
 	 	 	
 	 	Or
By Facsimile Transmission:
(612) 667-6282
Telephone:
(800) 344-5128	 	 	
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION VIA A FACSIMILE NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
For any questions regarding this Notice of Guaranteed Delivery or for any additional information, please contact the Exchange Agent by telephone at (800) 344-5128.
This form is not to be used to guarantee signatures. If a signature on the Letter of Transmittal is required to be guaranteed by an “Eligible Institution” under the instructions thereto, such signature guarantee must appear in the applicable space provided in the Letter of Transmittal.

Ladies and Gentlemen:
The undersigned hereby tenders to the Issuer, upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal, receipt of which is hereby acknowledged, the principal amount of Old Notes set forth below pursuant to the guaranteed delivery procedures.
All authority herein conferred or agreed to be conferred in this Notice of Guaranteed Delivery and every obligation of the undersigned hereunder shall be binding upon the successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives of the undersigned and shall not be affected by, and shall survive the death or incapacity of, the undersigned.
PLEASE SIGN AND COMPLETE
Signatures of Registered Holder(s) or Authorized Signatory

 

 

 
Name(s) of Registered Holders(s)

 

 

 
Capacity

 
Principal Amount of Old Notes Tendered

 
Date

 
Address

 
Area Code and Telephone Number

 
If Old Notes will be delivered by book-entry transfer, provide the account number at The Depository Trust Company below:
Depository Account No.

 
 
2

This Notice of Guaranteed Delivery must be signed by the registered holder(s) of the Old Notes tendered hereby exactly as their name(s) appear on the certificates for such Old Notes or on a security position listing such holder(s) as the owner(s) of such Old Notes, or by person(s) authorized to become registered holder(s) of such Old Notes by endorsements and documents submitted with this Notice of Guaranteed Delivery. If the signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person must provide the following information and, unless waived by the Issuer, submit with the Letter of Transmittal evidence satisfactory to the Issuer of such person’s authority to so act. See Instruction 2.
 
3

GUARANTEE
(Not to be used for signature guarantee)
The undersigned, a firm which is a member of a registered national securities exchange or of the Financial Industry Regulatory Authority, or is a savings institution, commercial bank or trust company having an office or correspondent in the United States, or is otherwise an “eligible guarantor institution” within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, and which is, in each case, a member of a recognized signature guarantee program ( i.e. , Securities Transfer Agents Medallion Program, Stock Exchange Medallion Program or New York Stock Exchange Medallion Signature Program), guarantees deposit with the Exchange Agent of the Letter of Transmittal (or facsimile thereof), the Old Notes tendered hereby in proper form for transfer (or confirmation of the book-entry transfer of such Old Notes into the Exchange Agent’s account at DTC as described in the Letter of Transmittal) and any other required documents, all by 5:00 p.m., New York City time, within three New York Stock Exchange trading days after the Expiration Date.

Name of Firm	  	Authorized Signature	

 	 	
Address	  	Name	

 	 	
 	  	Title	

 	 	
Area Code and Telephone Number	  	Date	

DO NOT SEND OLD NOTES WITH THIS FORM. ACTUAL SURRENDER OF OLD NOTES
MUST BE MADE PURSUANT TO, AND BE ACCOMPANIED BY, A PROPERLY COMPLETED AND
DULY EXECUTED LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS.
 
4

INSTRUCTIONS FOR NOTICE OF GUARANTEED DELIVERY
1. Delivery of this Notice of Guaranteed Delivery. A properly completed and duly executed copy of this Notice of Guaranteed Delivery and any other documents required by this Notice of Guaranteed Delivery must be received by the Exchange Agent at its address set forth herein prior to 5:00 p.m., New York City time, on the Expiration Date. The method of delivery of this Notice of Guaranteed Delivery and all other required documents is at the election and risk of the tendering holders. The delivery will be deemed made only when actually received or confirmed by the Exchange Agent. As an alternative to delivery by mail, holders may wish to consider overnight or hand-delivery service. In all cases, sufficient time should be allowed to assure delivery to the Exchange Agent prior to 5:00 p.m., New York City time, on the Expiration Date.
2. Signatures on this Notice of Guaranteed Delivery. If this Notice of Guaranteed Delivery is signed by the registered holder(s) of the Old Notes referred to herein, the signature(s) must correspond exactly with the name(s) as written on the face of the certificates for such Old Notes without any change whatsoever. If this Notice of Guaranteed Delivery is signed by a participant of DTC whose name appears on a security position listing as the holder of such Old Notes, the signature must correspond exactly with the name shown on the security position listing as the holder of such Old Notes.
3. If this Notice of Guaranteed Delivery is signed by a person other than the registered holder(s) of any Old Notes listed or a participant of DTC, this Notice of Guaranteed Delivery must be accompanied by appropriate bond powers, signed as the name(s) of the registered holder(s) appear(s) on the certificates for the Old Notes or signed as the name of the participant is shown on DTC’s security position listing.
If this Notice of Guaranteed Delivery is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing, and unless waived by the Issuer, submit with the Letter of Transmittal evidence satisfactory to the Issuer of such person’s authority to so act.
Requests for Assistance or Additional Copies. Questions relating to the procedures for tendering, as well as requests for additional copies of the Prospectus, the Letter of Transmittal and this Notice of Guaranteed Delivery, may be directed to the Exchange Agent at the address and telephone number set forth on the front cover and back cover hereof.
 
5

 	 	 	 	 	
Wells Fargo Bank, National Association,
As Exchange Agent
 	
Registered & Certified Mail:	 	Regular Mail or Courier:	 	In Person by Hand Only:	
Wells Fargo Bank, N.A.	 	Wells Fargo Bank, N.A.	 	Wells Fargo Bank, N.A.	
Corporate Trust Operations	 	Corporate Trust Operations	 	Corporate Trust Services	
MAC N9303-121	 	MAC N9303-121	 	Northstar East Building - 12th Floor	
P.O. Box 1517	 	6th St & Marquette Avenue	 	608 Second Avenue South	
Minneapolis, MN 55480	 	Minneapolis, MN 55479	 	Minneapolis, MN 55402	
 	 	 
Or
By Facsimile Transmission:
(612) 667-6282
Telephone:
(800) 344-5128	 	 	
 
6

SEARS HOLDINGS CORPORATION
INSTRUCTIONS TO REGISTERED HOLDER AND/OR
BOOK-ENTRY TRANSFER FACILITY PARTICIPANT
FROM BENEFICIAL OWNER
With Respect to the Tender for Exchange of
Registered 6   5/8% Senior Secured Notes due 2018
for Outstanding 6   5/8% Senior Secured Notes due 2018

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                 , 2011, UNLESS EXTENDED (THE “EXPIRATION DATE”). TENDERS MAY BE WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
 
Registered Holder and/or Participant of the Book-Entry Transfer Facility:
The undersigned hereby acknowledges receipt of the Prospectus dated                 , 2011 (the “Prospectus”) of Sears Holdings Corporation, a Delaware corporation (the “Issuer”), and the accompanying Letter of Transmittal (the “Letter of Transmittal”), which together constitute the Issuer’s offer to exchange (the “Exchange Offer”) its new 6    5 / 8 % Senior Secured Notes due 2018 (the “New Notes”), the issuance of which has been registered under the Securities Act of 1933, as amended (the “Securities Act”), for a like principal amount of its outstanding unregistered 6    5 / 8 % Senior Secured Notes due 2018 (the “Old Notes”). This will instruct you, the registered holder and/or participant in the book-entry transfer facility, which is The Depository Trust Company, as to the action to be taken by you relating to the Exchange Offer with respect to the Old Notes held by you for the account of the undersigned.
The aggregate face amount of the Old Notes held by you for the account of the undersigned is (insert amount) $                                         of the Issuer’s 6   5 / 8 % Senior Secured Notes due 2018.
With respect to the Exchange Offer, the undersigned hereby instructs you (check appropriate box):
 
 	¨	TO TENDER the following Old Notes held by you for the undersigned (insert principal amount of Old Notes to be tendered, if any, in a minimum amount of $2,000 or an integral multiple of $1,000 in excess thereof): $                                         of the Issuer’s Old Notes due 2018.	
 
 	¨	NOT TO TENDER any Old Notes held by you for the account of the undersigned.	
If the undersigned instructs you to tender any Old Notes held by you for the account of the undersigned, it is understood that you are authorized to make, on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations and warranties contained in the Letter of Transmittal that are to be made with respect to the undersigned as a beneficial owner of Old Notes, including, but not limited to, the representations that (i) the undersigned is acquiring the New Notes in the ordinary course of its business, (ii) the undersigned is not engaged in, does not intend to engage in, and has no arrangement or understanding with any person or entity to participate in, the distribution of the New Notes (within the meaning of the Securities Act), (iii) the undersigned is not an “affiliate” (within the meaning of Rule 405 under the Securities Act) of the Issuer and (iv) the undersigned is not acting on behalf of any person or entity who could not truthfully make the statements set forth in clauses (i), (ii) and (iii) above. If the undersigned is a broker-dealer registered under the Securities Exchange Act of 1934, as amended, the undersigned (i) represents that it is participating in the applicable Exchange Offer for its own account and is exchanging Old Notes acquired as a result of market-making or other trading activities, (ii) confirms that it has not entered into any arrangement or understanding with the Issuer or an affiliate of the Issuer to distribute the New Notes and (iii) acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes. However, by so acknowledging and so delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.
 
7

The undersigned acknowledges as follows: The Exchange Offer is being made based upon the Issuer’s understanding of existing interpretations of the Securities Act by the staff of the Securities and Exchange Commission (the “Commission”) set forth in several “no-action” letters to third parties and unrelated to the Issuer and the Exchange Offer and, based on such interpretations, the Issuer believes that the New Notes issued pursuant to the Exchange Offer in exchange for Old Notes may be offered for resale, resold and otherwise transferred by the holders thereof (other than any such holder which is an “affiliate” of the Issuer within the meaning of Rule 405 under the Securities Act) without further compliance with the registration and prospectus delivery requirements of the Securities Act,  provided  that such New Notes are acquired in the ordinary course of such holders’ business and such holders are not engaged in, do not intend to engage in, and have no arrangement or understanding with any person or entity to participate in, the distribution of such New Notes (within the meaning of the Securities Act),  provided ,  further , that if the holder is a broker-dealer, the holder is participating in the Exchange Offer for its own account in exchange for Old Notes that were acquired as a result of market-making or other trading activities and the holder must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes. Any holder who is an affiliate of the Issuer, who does not acquire the New Notes in the ordinary course of business, who intends to participate in the Exchange Offer for the purpose of distributing the New Notes or is a broker-dealer who purchased the Old Notes directly from the Issuer (i) will not be able to rely on the interpretations by the staff of the Commission set forth in the above-mentioned “no-action” letters, (ii) will not be able to tender its Old Notes in the Exchange Offer and (iii) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any sale or transfer transaction unless such sale or transfer is made pursuant to an exemption from such requirements. The undersigned acknowledges that the Issuer has not sought or received its own “no-action” letter with respect to the Exchange Offer and the related transactions, and that there can be no assurance that the staff of the Commission will make a determination in the case of the Exchange Offer and such transactions that is similar to its determinations in the above-mentioned “no-action” letters. The undersigned further acknowledges that the Issuer may rely upon each of the foregoing representations and covenants for purposes of the Exchange Offer.

SIGN HERE
Name of Beneficial Owner(s):

Signature(s):

Capacity

Principal Amount of Old Notes Tendered

Address

 

 
Area Code and Telephone Number

Taxpayer Identification Number or Social Security Number:

Date

 
8

Exhibit 99.3
SEARS HOLDINGS CORPORATION
OFFER TO EXCHANGE
$1,000,000,000 Principal Amount of
Sears Holdings Corporation’s 6  5/8% Senior Secured Notes due 2018,
which have been registered under the Securities Act of 1933, as amended, for a Like
Principal Amount of Sears Holdings Corporation’s outstanding
6   5/8% Senior Secured Notes due 2018
pursuant to the Prospectus dated                 , 2011

To: Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:
Sears Holdings Corporation, a Delaware corporation (the “Issuer”), is offering to exchange (the “Exchange Offer”), upon and subject to the terms and conditions set forth in the prospectus dated                 , 2011 (the “Prospectus”) and the enclosed letter of transmittal (the “Letter of Transmittal”), up to $1,000,000,000 aggregate principal amount of its 6   5 / 8 % Senior Secured Notes due 2018 (the “Exchange Notes”) registered under the Securities Act of 1933, as amended, for its outstanding unregistered 6    5 / 8 % Senior Secured Notes due 2018, which have certain transfer restrictions (the “Old Notes”). The Exchange Offer is intended to satisfy certain obligations of the Issuer contained in the Registration Rights Agreement dated October 12, 2010, between the Issuer, the guarantors party thereto and the initial purchasers named therein.
We are requesting that you contact your clients for whom you hold the Old Notes regarding the Exchange Offer. For your information and for forwarding to your clients for whom you hold the Old Notes registered in your name or in the name of your nominee, or who hold the Old Notes registered in their own names, we are enclosing the following documents:
 
 	1.	The Prospectus;	
 
 	2.	The Letter of Transmittal for your use, for the use of your clients who have either arranged to have the Old Notes registered in their name or obtained a properly completed bond power, and for the information of your other clients;	
 
 	3.	A Notice of Guaranteed Delivery to be used to accept the Exchange Offer if certificates for the Old Notes are not immediately available or time will not permit all required documents to reach Wells Fargo Bank, National Association (the “Exchange Agent”), prior to the Expiration Date (as defined below) or if the procedure for book-entry transfer cannot be completed on a timely basis; and	
 
 	4.	A form of letter which may be sent to your clients for whose account you hold the Old Notes registered in your name or the name of your nominee, with space provided for obtaining such clients’ instructions with regard to the Exchange Offer.	

Your prompt action is requested. The Exchange Offer will expire at 5:00 p.m., New York City time, on                 , 2011, unless extended (such date and time, as it may be extended, the “Expiration Date”). Any Old Notes tendered pursuant to the Exchange Offer may be withdrawn at any time before 5:00 p.m., New York City time, on the Expiration Date.
To participate in the Exchange Offer, a duly executed and properly completed Letter of Transmittal (or facsimile thereof or a message from The Depository Trust Company stating that the tendering holder has expressly acknowledged receipt of, and agrees to be bound by and held accountable under, the Letter of Transmittal), with any required signature guarantees and any other required documents, must be sent to the Exchange Agent, and certificates representing the Old Notes must be delivered to the Exchange Agent, all in accordance with the instructions set forth in the Letter of Transmittal and the Prospectus.
If holders of the Old Notes wish to tender, but it is impracticable for them to forward their certificates for the Old Notes prior to the expiration of the Exchange Offer or to comply with the book-entry transfer procedures on a timely basis, a tender may be effected by following the guaranteed delivery procedures described in the Prospectus under “Exchange Offer — Guaranteed Delivery Procedures”.
Any inquiries you may have with respect to the Exchange Offer or requests for additional copies of the enclosed materials should be directed to the Exchange Agent for the Old Notes, at its address and telephone number set forth on the front of the Letter of Transmittal.

Very truly yours,	
 	
Sears Holdings Corporation	

 
NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY OTHER PERSON AS AN AGENT OF THE ISSUER OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF EITHER OF THEM WITH RESPECT TO THE EXCHANGE OFFER, EXCEPT FOR STATEMENTS EXPRESSLY MADE IN THE PROSPECTUS OR THE LETTER OF TRANSMITTAL.

2

Exhibit 99.4
SEARS HOLDINGS CORPORATION
OFFER TO EXCHANGE
$1,000,000,000 Principal Amount of
Sears Holdings Corporation’s 6  5/8% Senior Secured Notes due 2018,
which have been registered under the Securities Act of 1933, as amended, for a Like
Principal Amount of Sears Holdings Corporation’s outstanding
6   5/8% Senior Secured Notes due 2018
pursuant to the Prospectus dated                 , 2011

To Our Clients:
Enclosed for your consideration is a Prospectus dated                 , 2011 (as the same may be amended or supplemented from time to time, the “Prospectus”) and a form of Letter of Transmittal (the “Letter of Transmittal”) relating to the offer (the “Exchange Offer”) by Sears Holdings Corporation, a Delaware corporation (the “Issuer”), to exchange up to $1,000,000,000 aggregate principal amount of its 6   5 / 8 % Senior Secured Notes due 2018 (the “Exchange Notes”) registered under the Securities Act of 1933, as amended (the “Securities Act”), for its outstanding unregistered 6   5 / 8 % Senior Secured Notes due 2018, which have certain transfer restrictions (the “Old Notes”), that were issued and sold in integral multiples of $1,000 in excess of $2,000 in a transaction exempt from registration under the Securities Act.
The material is being forwarded to you as the beneficial owner of Old Notes carried by us for your account or benefit but not registered in your name.  A tender of any Old Notes may be made only by us as the registered holder and pursuant to your instructions unless you obtain a properly completed bond power from us or arrange to have the Old Notes registered in your name.  Therefore, the Issuer urges beneficial owners of Old Notes registered in the name of a broker, dealer, commercial bank, trust company or other nominee to contact such registered holder promptly if they wish to tender Old Notes in the Exchange Offer.
Accordingly, we request instructions as to whether you wish us to tender any or all of the Old Notes held by us for your account, pursuant to the terms and conditions set forth in the Prospectus and Letter of Transmittal. We urge you to read carefully the Prospectus and the Letter of Transmittal before instructing us to tender your Old Notes.
Your instructions to us should be forwarded as promptly as possible in order to permit us to tender Old Notes on your behalf in accordance with the provisions of the Exchange Offer.  The Exchange Offer will expire at 5:00 p.m., New York City time, on                 , 2011, unless extended (the “Expiration Date”) . Old Notes tendered pursuant to the Exchange Offer may be withdrawn, subject to the procedures described in the Prospectus, at any time prior to the Expiration Date.
Your attention is directed to the following:
1. The Exchange Offer is for the exchange of $1,000 principal amount at maturity of the Exchange Notes for each $1,000 principal amount at maturity of the Old Notes, subject to a minimum denomination of $2,000. The terms of the Exchange Notes are identical in all material respects (including principal amount, interest rate, maturity and redemption rights) to the Old Notes for which they may be exchanged, except that the Exchange Notes generally will not be subject to transfer restrictions or be entitled to registration rights, and the Exchange Notes will not have the right to earn additional interest under circumstances relating to our registration obligations.

2. The Exchange Offer is subject to certain conditions. See “Exchange Offer — Conditions” in the Prospectus.
3. The Exchange Offer and withdrawal rights will expire at 5:00 p.m., New York City time, on                 , 2011, unless extended.
4. The Issuer has agreed to pay the expenses of the Exchange Offer except as provided in the Prospectus and the Letter of Transmittal.
5. Any transfer taxes incident to the exchange of Old Notes under the Exchange Offer will be paid by the Issuer, except as provided in the Prospectus and the Letter of Transmittal.
The Exchange Offer is not being made to nor will exchange be accepted from or on behalf of holders of Old Notes in any jurisdiction in which the making of the Exchange Offer or the acceptance thereof would not be in compliance with the laws of such jurisdiction.
If you wish to have us tender any or all of your Old Notes held by us for your account or benefit, please so instruct us by completing, executing and returning to us the instruction form that appears below.  The accompanying Letter of Transmittal is furnished to you for informational purposes only and may not be used by you to tender Old Notes held by us and registered in our name for your account or benefit.
 
-2-

INSTRUCTIONS TO REGISTERED HOLDER FROM BENEFICIAL OWNER
The undersigned acknowledge(s) receipt of your letter and the accompanying Prospectus dated                 , 2011 (as the same may be amended or supplemented from time to time, the “Prospectus”) and Letter of Transmittal (the “Letter of Transmittal”) relating to the offer (the “Exchange Offer”) by Sears Holdings Corporation, a Delaware corporation (the “Issuer”), to exchange up to $1,000,000,000 aggregate principal amount of its 6    5 / 8 % Senior Secured Notes due 2018 (the “Exchange Notes”) registered under the Securities Act of 1933, as amended (the “Securities Act”), for its outstanding unregistered 6    5 / 8 % Senior Secured Notes due 2018 (the “Old Notes”), upon the terms and subject to the conditions set forth in the Prospectus and Letter of Transmittal.
This form will instruct you to exchange the aggregate principal amount of Old Notes indicated below (or, if no aggregate principal amount is indicated below, all Old Notes) held by you for the account or benefit of the undersigned, pursuant to the terms and conditions set forth in the Prospectus and Letter of Transmittal.
If the undersigned instructs you to tender any Old Notes held by you for the account of the undersigned, it is understood that you are authorized to make, on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations and warranties contained in the Letter of Transmittal that are to be made with respect to the undersigned as a beneficial owner of the Old Notes, including but not limited to the representations that the undersigned (i) is acquiring the Exchange Notes in the ordinary course of its business, (ii) is not engaged in, does not intend to engage in, and has no arrangement or understanding with any person or entity to participate in, a distribution of the Exchange Notes (within the meaning of the Securities Act), (iii) is not an “affiliate” (within the meaning of Rule 405 under the Securities Act) of the Issuer, and (iv) is not acting on behalf of any person or entity who could not truthfully make the statements set forth in clauses (i), (ii), and (iii) above. If a holder of the Old Notes is an affiliate of the Issuer, is not acquiring the Exchange Notes in the ordinary course of its business, is engaged in or intends to engage in a distribution of the Exchange Notes or is a broker-dealer who purchased the Old Notes directly from the Issuer, such holder may not rely on the applicable interpretations of the staff of the Securities and Exchange Commission relating to exemptions from the registration and prospectus delivery requirements of the Securities Act and must comply with such requirements in connection with any secondary resale transaction.

Principal Amount Held for Account Holders	  	Principal Amount of Old Notes to Be Tendered	
$                                         	  	$                                         	
$                                         	  	$                                         	
$                                         	  	$                                         	

*	I (we) understand that if I (we) sign these instruction forms without indicating an aggregate principal amount of Old Notes in the space above, all Old Notes held by you for my (our) account will be exchanged.	

 	

Signature(s)	

Capacity (full title), if signing in a fiduciary or representative capacity	

Name(s) and address, including zip code	
 	 	
Date:	 	 	

Area Code and Telephone Number	

Taxpayer Identification or Social Security Number	
 
-3-