Separation Agreement



 Exhibit 10.1 
 SEPARATION AGREEMENT 
 by and between 

SEARS HOLDINGS CORPORATION 
 and 
 SEARS HOMETOWN AND OUTLET STORES, INC. 

Dated as of August 8, 2012 







 TABLE OF CONTENTS 

 

							
	 	 	 	  	Page	 
	
	ARTICLE I	  
	
	DEFINITIONS AND INTERPRETATION	  
			
	 Section 1.1
	 	Certain Defined Terms	  	 	1	  
	
	ARTICLE II	  
	
	THE BUSINESS SEPARATION	  
			
	 Section 2.1
	 	Business Separation	  	 	16	  
	
	ARTICLE III	  
	
	DISTRIBUTION OF THE RIGHTS	  
			
	 Section 3.1
	 	Distribution of Rights	  	 	18	  
	
	ARTICLE IV	  
	
	CLOSING OF RIGHTS OFFERING	  
			
	 Section 4.1
	 	Rights Closing	  	 	18	  
	 Section 4.2
	 	Intercompany Agreements.	  	 	18	  
	 Section 4.3
	 	Resignation	  	 	19	  
	
	ARTICLE V	  
	
	GENERAL PROVISONS	  
			
	 Section 5.1
	 	Implementation Documents	  	 	19	  
	 Section 5.2
	 	Unreleased Liabilities	  	 	19	  
	 Section 5.3
	 	Deferred Transfers.	  	 	20	  
	 Section 5.4
	 	Transfers of Assets or Liabilities Following the Business Separation	  	 	21	  
	 Section 5.5
	 	Corporate Names; Trademarks	  	 	22	  
	 Section 5.6
	 	Certain Matters Governed Exclusively by Ancillary Agreements.	  	 	22	  
	 Section 5.7
	 	Disclaimer of Representations and Warranties.	  	 	22	  


  
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	ARTICLE VI	  
	
	CONFIDENTIALITY; EXCHANGE OF INFORMATION	  
			
	 Section 6.1
	 	Agreement for Exchange of Information; Archives.	  	 	23	  
	 Section 6.2
	 	Ownership of Information	  	 	24	  
	 Section 6.3
	 	Record Retention.	  	 	25	  
	 Section 6.4
	 	Production of Witnesses; Records; Cooperation.	  	 	25	  
	 Section 6.5
	 	Confidential Information.	  	 	26	  
	 Section 6.6
	 	Protective Arrangement	  	 	27	  
	 Section 6.7
	 	Other Agreements Providing for Exchange of Information	  	 	27	  
	 Section 6.8
	 	Privileged Matters	  	 	28	  
	
	ARTICLE VII	  
	
	FINANCIAL AND OTHER INFORMATION	  
			
	 Section 7.1
	 	Financial and Other Information.	  	 	30	  
	 Section 7.2
	 	Sarbanes-Oxley Section 404 Compliance	  	 	33	  
	
	ARTICLE VIII	  
	
	INSURANCE	  
			
	 Section 8.1
	 	Insurance Matters.	  	 	33	  
	 Section 8.2
	 	Miscellaneous.	  	 	35	  
	
	ARTICLE IX	  
	
	LEGAL MATTERS	  
			
	 Section 9.1
	 	Control of Legal Matters.	  	 	35	  
	 Section 9.2
	 	Notice to Third Parties; Service of Process; Cooperation.	  	 	36	  
	
	ARTICLE X	  
	
	INDEMNIFICATION	  
			
	 Section 10.1
	 	Release of Pre-Separation Claims.	  	 	37	  
	 Section 10.2
	 	Indemnification by SHO	  	 	39	  
	 Section 10.3
	 	Indemnification by SHLD	  	 	40	  
	 Section 10.4
	 	Indemnification with respect to Unreleased Liabilities	  	 	40	  
	 Section 10.5
	 	Adjustments to Indemnification Obligations.	  	 	41	  
	 Section 10.6
	 	Contribution	  	 	42	  


  
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	 Section 10.7
	 	Procedures for Indemnification of Direct Claims	  	 	42	  
	 Section 10.8
	 	Procedures for Indemnification of Third Party Claims.	  	 	43	  
	 Section 10.9
	 	Remedies Cumulative	  	 	44	  
	 Section 10.10
	 	Survival of Indemnities	  	 	44	  
	 ARTICLE XI
	  			
	  
 DISPUTE RESOLUTION
	  			
			
	 Section 11.1
	 	Disputes	  	 	44	  
	 Section 11.2
	 	Dispute Resolution.	  	 	45	  
	 Section 11.3
	 	Mediation of Unresolved Disputes	  	 	45	  
	 Section 11.4
	 	Continuity of Service and Performance	  	 	45	  
		
	ARTICLE XII	  			
		
	FURTHER ASSURANCES	  			
			
	 Section 12.1
	 	Further Assurances.	  	 	46	  
		
	ARTICLE XIII	  			
		
	Amendment and TERMINATION	  			
			
	 Section 13.1
	 	Sole Discretion of SHLD	  	 	46	  
	 Section 13.2
	 	Amendment and Termination	  	 	47	  
	
	ARTICLE XIV	  
	
	MISCELLANEOUS	  
			
	 Section 14.1
	 	Limitation of Liability.	  	 	47	  
	 Section 14.2
	 	Expenses	  	 	48	  
	 Section 14.3
	 	Counterparts	  	 	48	  
	 Section 14.4
	 	Notices	  	 	48	  
	 Section 14.5
	 	Public Announcements	  	 	48	  
	 Section 14.6
	 	Severability	  	 	49	  
	 Section 14.7
	 	Entire Agreement	  	 	49	  
	 Section 14.8
	 	Assignment	  	 	49	  
	 Section 14.9
	 	Third-Party Beneficiaries	  	 	49	  
	 Section 14.10
	 	Governing Law; Jurisdiction.	  	 	50	  
	 Section 14.11
	 	Waiver of Jury Trial	  	 	50	  
	 Section 14.12
	 	Headings	  	 	51	  
	 Section 14.13
	 	Interpretation	  	 	51	  


  
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	 Section 14.14
	 	Specific Performance	  	 	51	  
	 Section 14.15
	 	Payment Terms.	  	 	51	  
	 Section 14.16
	 	Survival of Covenants	  	 	52	  
	 Section 14.17
	 	Waiver	  	 	52	  
	 Section 14.18
	 	Condition Precedent to the Effectiveness of this Agreement	  	 	52	  
	 Section 14.19
	 	Counterparts; Facsimile Signatures	  	 	52	  
			
	 Schedule 1.1(a)
	 	        Hometown Locations	  			
	 Schedule 1.1(b)
	 	        Outlet Stores Locations	  			
	 Schedule 1.1(c)
	 	        PR Dealer Locations	  			
	 Schedule 1.1(d)
	 	        PR Outlet Locations	  			
	 Schedule 1.1(e)
	 	        Certain Real Estate	  			


  
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 SEPARATION AGREEMENT 

This SEPARATION AGREEMENT, is made as of August 8, 2012, by and between Sears Holdings Corporation, a Delaware corporation
(“SHLD”), and Sears Hometown and Outlet Stores, Inc., a Delaware corporation (“SHO”). 

WHEREAS, SHLD, through certain of its Subsidiaries, is currently engaged in the SHO Business; 

WHEREAS, the board of directors of SHLD has determined that it is in the best interests of SHLD and its stockholders to create a new
publicly traded company that shall operate the SHO Business; 
 WHEREAS, in furtherance of the foregoing, the board of directors
of SHLD has determined that it is in the best interests of SHLD and its stockholders; 
 (i) for SHLD and certain of its
Subsidiaries to enter into a series of transactions in the manner provided in this Agreement and the Ancillary Agreements whereby (x) SHLD will, directly or indirectly through its Subsidiaries, own all of the SHLD Assets and assume (or
retain) all of the SHLD Liabilities, and (y) SHO will, directly or indirectly through its Subsidiaries, own all of the SHO Assets and assume (or retain) all of the SHO Liabilities; and 

(ii) for SHLD to (x) distribute subscription rights (the “Rights”) to purchase from SHLD shares of common
stock of SHO, par value $0.01 per share (“SHO Common Stock”) and (y) sell shares of SHO Common Stock pursuant to the Rights, in each case as described in the SHO Registration Statement (collectively, the “Rights
Offering”). 
 NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein
contained, and intending to be legally bound hereby, SHLD and SHO hereby agree as follows: 
 ARTICLE I 

DEFINITIONS AND INTERPRETATION 
 Section 1.1 Certain Defined Terms. For purposes of this Agreement: 

“Action” means any demand, claim, counterclaim, action, suit, arbitration, inquiry, proceeding or investigation, in each
case brought by or pending before any Governmental Authority or any federal, state, local, foreign or international arbitration or mediation tribunal. 
 “Affiliate” means, with respect to any specified Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is








 
under common control with, such specified Person; provided, however, that except where the context indicates otherwise, for purposes of this Agreement, (i) no member of
the SHLD Group shall be deemed to be an Affiliate of any member of the SHO Group, and (ii) no member of the SHO Group shall be deemed to be an Affiliate of any member of the SHLD Group. 

“Agreement” means this Separation Agreement. 
 “Ancillary Agreements” means 
 (i) the Tax Sharing Agreement;

 (ii) the Employee Transition and Administrative Services Agreement; 

(iii) the License Agreements; 
 (iv) the Services Agreement; 
 (v) the Real Estate Agreements; 

(vi) the Merchandising Agreement; and 
 (vii) the Retail Establishment Agreement. 
 “Assets” means, with
respect to any Person, the assets, properties and rights (including, goodwill) of such Person, wherever located (including in the possession of vendors or other Persons or elsewhere), whether tangible or intangible, real, personal or mixed, or
accrued or contingent, in each case whether or not recorded or reflected or required to be recorded or reflected on the books and records or financial statements of such Person, including, the following: 

(i) all accounting and other Records, whether in paper, microfilm, microfiche, computer tape or disk, magnetic tape or any other form;

 (ii) all apparatus, computers and other electronic data processing equipment, fixtures, machinery, equipment, furniture,
office equipment, automobiles, trucks, motor vehicles and other transportation equipment, special and general tools, test devices, prototypes and models and other tangible personal property; 

(iii) all inventories of materials, parts, supplies, work-in-process and finished goods and products; 

(iv) all Real Property Assets; 

  
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 (v) all interests in any capital stock or other equity interests of any Subsidiary or any
other Person, all bonds, notes, debentures or other securities issued by any Subsidiary or any other Person, all loans, advances or other extensions of credit or capital contributions to any Subsidiary or any other Person and all other investments
in securities of any Person, and all rights as a partner, joint venturer or participant; 
 (vi) all licenses and leases of
personal property, open purchase orders for raw materials, supplies, parts or services, unfilled orders for the manufacture and sale of products and other contracts, agreements or commitments and all rights arising thereunder; 

(vii) all deposits, letters of credit and performance and surety bonds; 

(viii) all written technical information, data, specifications, research and development information, engineering drawings, operating and
maintenance manuals, and materials and analyses prepared by consultants and other third parties; 
 (ix) all Intellectual
Property Assets; 
 (x) Software; 
 (xi) all Information; 
 (xii) all prepaid expenses, trade accounts and other
accounts and notes receivables; 
 (xiii) all rights under Contracts, all claims or rights against any Person, choses in action
or similar rights, whether accrued or contingent, whether in tort, contract or otherwise and whether arising by way of counterclaim or otherwise; 
 (xiv) subject to Section 8.1(b), all rights under insurance policies and all rights in the nature of insurance, indemnification or contribution; 

(xv) all licenses, permits, approvals and authorizations which have been issued by any Governmental Authority and all pending
applications therefor; 
 (xvi) all cash or cash equivalents, bank accounts, lock boxes and other deposit arrangements; and

 (xvii) all interest rate, currency, commodity or other swap, collar, cap or other hedging or similar agreements or
arrangements; and 
 (xviii) all goodwill as a going concern and other intangible properties. 

“Assets Contribution” has the meaning set forth in Section 2.1(a). 

  
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 “Business” means either the SHO Business or the SHLD Business, as the
context requires. 
 “Business Day” means any day that is not a Saturday, a Sunday or any other day on which
banks are required or authorized by Law to be closed in The City of New York. 
 “Business Separation” has the
meaning set forth in Section 2.1. 
 “Confidential Information” has the meaning set forth in
Section 6.5(a). 
 “Consents” means any consents, waivers or approvals from, or notification requirements
to, any Person other than a Governmental Authority or a member of either Group. 
 “Contract” means each
contract, agreement, lease, commitment, license, consensual obligation, promise or undertaking (whether written or oral and whether express or implied) that is legally binding on any Person or any part of its property under applicable Law, including
all claims or rights against any Person, choses in action and similar rights, whether accrued or contingent with respect to any such contract, agreement, lease, purchase and/or commitment, license, consensual obligation, promise or undertaking.

 “Control” (including the terms “controlled by” and “under common control
with”), with respect to the relationship between or among two or more Persons, means the possession, directly or indirectly or as trustee, personal representative or executor, of the power to direct or cause the direction of the affairs or
management of a Person, whether through the ownership of voting securities, as trustee, personal representative or executor, by contract or credit arrangement or otherwise. 
 “Customer Information” means with respect to any business, all information relating to customers of such business, including, names, addresses and transaction data (including merchandise
or service purchased; purchase price paid, purchase location (such as particular store or online), date and time of day of purchase, associated returns, exchanges, adjustments, and related information; and means of payment). 

“Deferred Transfer Asset” has the meaning set forth in Section 5.3(a). 

“Deferred Transfer Liability” has the meaning set forth in Section 5.3(a). 

“Dispute” has the meaning set forth in Section 11.1. 

“Dispute Meeting” has the meaning set forth in Section 11.2(b). 

  
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 “Employee Transition and Administrative Services Agreement” means the
Employee Transition and Administrative Services Agreement, dated as of August 31, 2012, by and between SHLD and SHO. 

“Encumbrance” means any security interest, pledge, hypothecation, mortgage, lien or encumbrance, whether or not filed,
recorded or otherwise perfected under applicable Law. 
 “Exchange Act” means the Securities Exchange Act of
1934, as amended, together with the rules and regulations promulgated thereunder. 
 “Executive Committee” has
the meaning set forth in Section 11.2(a). 
 “Excluded Assets” means (i) Real Property Assets and
(ii) Pre-Separation Litigation Assets. 
 “Governmental Approvals” means any notices or reports to be
submitted to, or other filings to be made with, or any consents, registrations, approvals, permits or authorizations to be obtained from, any Governmental Authority. 
 “Governmental Authority” means any U.S. or non-U.S. federal, national, supranational, state, provincial, local or other government, governmental, regulatory or administrative authority,
agency or commission or any court, tribunal or judicial or arbitral body. 
 “Group” means the SHLD Group or
the SHO Group, as the context requires. 
 “Historic SHO Balance Sheet” means the audited combined balance
sheet of the Sears Hometown and Hardware and Sears Outlet Businesses of Sears Holdings, including the notes thereto, as of January 28, 2012, included in the SHO Registration Statement. 

“Hometown Assumed Liabilities” means any and all Liabilities of SRC as and to the extent relating to, arising out of, or
resulting from the Hometown Transferred Assets or the Hometown Businesses. 
 “Hometown Business” means the
businesses and operations of selling merchandise and services at retail through stores at the locations set forth on Schedule 1.1(a), including the businesses and operations of the Sears Hometown and Hardware Segment described in the SHO
Registration Statement. 
 “Hometown Transferred Assets” means the following Assets of SRC (other than Excluded
Assets): 
  

	 	(i)	all tangible personal property used in the Hometown Business located at the locations set forth in Schedule 1.1(a); 


  
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 (ii) all Intellectual Property Assets used solely by SAHS within the last twelve
(12) months in connection with the Hometown Business; 
 (iii) a joint ownership interest (with SRC) in all Customer
Information of the Hometown Business, other than Transaction Information (as defined in the Retail Establishment Agreement); 

(iv) all Contracts necessary to operate and manage the Hometown Business and used primarily by SAHS in the operation of the Hometown
Business; 
 (v) all Records relating primarily to the Hometown Business; and 

(vi) all other Assets (i) reflected on the Historic SHO Balance Sheet, or (ii) if acquired by SRC after the date of the
Historic SHO Balance Sheet, would have been reflected on the combined balance sheet of the “Company” (as such term is used in the Historic SHO Balance Sheet) if such balance sheet were prepared as of the time of the Assets Contribution
using the same principles and accounting policies under which the Historic SHO Balance Sheet was prepared, to the extent used primarily by SAHS in the operation of the Hometown Business. 

“Implementation Documents” has the meaning set forth in Section 5.1. 

“Indemnified Party” has the meaning set forth in Section 10.5(a). 

“Indemnifying Party” has the meaning set forth in Section 10.5(a). 

“Indemnity Payment” has the meaning set forth in Section 10.5(a). 

“Information” means information, whether or not patentable or copyrightable, in written, oral, electronic or other
tangible or intangible forms, stored in any medium, including, studies, reports, records, books, contracts, instruments, surveys, discoveries, ideas, concepts, know-how, techniques, designs, specifications, drawings, blueprints, artwork, design,
research and development files, diagrams, models, prototypes, samples, flow charts, data, computer data, disks, diskettes, tapes, computer programs or other software, marketing plans, Customer Information, cost information, sales and pricing data,
customer prospect lists, supplier records and vendor data, correspondence and lists, product literature, communications by or to attorneys (including attorney-client privileged communications), memoranda and other materials prepared by attorneys or
under their direction (including attorney work product), and other technical, financial, employee or business information or data. 
 “Insurance Proceeds” means those monies (i) received by an insured or reinsured from an insurer or reinsurer, (ii) paid by an insurer or reinsurer on behalf of the
insured or reinsured or (iii) received (including by way of set-off) from any Third Party in the nature 

  
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of insurance, contribution or indemnification in respect of any Liability; in any such case net of any applicable premium adjustments (including, retrospectively rated premium adjustments) and
net of any self-insured retention, deductible or other form of self-insurance and net of any third party costs or expenses incurred in the collection thereof. 
 “Intellectual Property” means all right, title and interest in or relating to intellectual property or industrial property, whether arising under the Law of the United States or any other
country or any political subdivision thereof or multinational Laws or any other Law, including, (i) patents, patent applications, and all divisionals, continuations and continuations-in-part thereof, together with all reissues,
reexaminations, renewals and extensions thereof and all rights to obtain such divisionals, continuations and continuations-in-part, reissues, reexaminations, renewals and extensions, and all utility models and statutory invention registrations,
(ii) trademarks, service marks, Internet domain names, trade dress, trade styles, logos, trade names, services names, brand names, corporate names, assumed business names and general intangibles and other source identifiers of a like
nature, together with the goodwill associated with any of the foregoing, and all registrations and applications for registrations thereof, together with all renewals and extensions thereof and all rights to obtain such renewals and extensions,
(iii) copyrights, mask work rights, database and design rights, moral rights and rights in Internet websites, whether registered or unregistered and whether published or unpublished, all registrations and recordings thereof and all
applications in connection therewith, together with all renewals, continuations, reversions and extensions thereof and all rights to obtain such renewals, continuations, reversions and extensions and (iv) confidential and proprietary
information, including, trade secrets and know-how. 
 “Intellectual Property Assets” means all Intellectual
Property (together with all goodwill associated therewith and the right to sue and recover at law or in equity for past, present and future infringement, misappropriation, dilution, violation or other impairment of such Intellectual Property) and
all license agreements (including, licenses from or to third parties in respect of Intellectual Property). 

“Intercompany Accounts” means all accounts receivable and accounts payable between one or more members of the SHO Group,
on the one hand, and one or more members of the SHLD Group, on the other hand. 
 “Intercompany Agreements”
means the Ancillary Agreements and the other agreements, arrangements, commitments or understandings, whether or not in writing, between one or more members of the SHO Group, on the one hand, and one or more members of the SHLD Group, on the other
hand. 
 “Internal Control Audit and Management Assessments” has the meaning set forth in Section 7.2.


  
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 “Joint Litigation Matter” means each Action (1) that is either an SHLD
Assumed Transaction Liability or an SHO Assumed Transaction Liability, and (2) in which both SHO and SHLD are named as defendants or in which one or more officers or directors of any member of the SHO Group and one or more officers or directors of
any member of the SHLD Group are named as defendants. 
 “Law” means any U.S. or non-U.S. federal, national,
supranational, state, provincial, local or similar statute, law, ordinance, regulation, rule, code, order, license, permit, authorization, approval, consent, decree, injunction, binding judicial or administrative interpretation or other requirement
(including, common law), in each case, enacted, promulgated, issued or entered by a Governmental Authority. 

“Liabilities” or “Liability” means with respect to any Person, any and all claims, debts, demands,
actions, causes of action, suits, damages, costs, obligations, accruals, accounts payable, reckonings, bonds, indemnities and similar obligations, agreements, promises, guarantees, make whole agreements and similar obligations, and other liabilities
and requirements of such Person, including all contractual obligations, whether accrued or fixed, absolute or contingent, matured or unmatured, liquidated or unliquidated, reserved or unreserved, known or unknown, or determined or determinable,
whenever arising and including those arising under any law, rule, regulation, Action, threatened or contemplated Action, order or consent decree of any Governmental Authority or any award of any arbitrator or mediator of any kind, and those arising
under any Contract, including those arising under this Agreement, in each case, whether or not recorded or reflected or required to be recorded or reflected on the books and records or financial statements of any Person. For the avoidance of doubt,
Liabilities shall include attorneys’ fees, the costs and expenses of all demands, assessments, judgments, settlements and compromises, and any and all other costs and expenses whatsoever reasonably incurred in connection with anything
contemplated by the preceding sentence. 
 “License Agreements” means (i) the Store License
Agreement, by and between SRC and SAHS, (ii) the Store License Agreement, by and between SRC and Outlet Stores, (iii) the Store License Agreement, by and between SRC and Sears Home Appliance Showrooms, LLC and
(iv) the Trademark License Agreement, by and between SRC and SHO, in each case, dated August 8, 2012. 

“LLC Distribution” has the meaning set forth in Section 2.1(d) 

“Marks” has the meaning set forth in Section 5.5. 

“Merchandising Agreement” means the Merchandising Agreement, dated August 8, 2012, by and between SRC, Kmart
Corporation, SHLD, on the one hand, and SHO and the Transferred Entities, on the other hand. 
 “Outlet Assumed
Liabilities” means all Liabilities of SRC as and to the extent relating to, arising out of, or resulting from the Outlet Transferred Assets or the Outlet Businesses. 

  
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 “Outlet Business” means the businesses and operations of selling overstock
and/or distressed merchandise at a discount at the locations set forth on Schedule 1.1(b), including the businesses and operations of the Sears Outlet Segment described in the SHO Registration Statement. 

“Outlet Stores” means Sears Outlet Stores, L.L.C. 

“Outlet Transferred Assets” means the following Assets of SRC (other than Excluded Assets): 

 

	 	(i)	all tangible personal property used in the Outlet Business located at the locations set forth in Schedule 1.1(b); 


(ii) all Intellectual Property Assets used solely by Outlet Stores within the last twelve (12) months in connection with the Outlet
Business; 
 (iii) a joint ownership interest (with SRC) in all Customer Information of the Outlet Business, other than
Transaction Information (as defined in the Retail Establishment Agreement); 
 (iv) all Contracts necessary to operate and
manage the Outlet Business and used primarily by Outlet Stores in the operation of the Outlet Business; 
 (v) all Records
relating primarily to the Outlet Business; 
 (vi) all of the membership interest in Troy Coolidge No. 6, LLC, a Michigan
limited liability company; and 
 (vii) to the extent not included as Hometown Transferred Assets, all other Assets
(i) reflected on the Historic SHO Balance Sheet, or (ii) if acquired by SRC after the date of the Historic SHO Balance Sheet, would have been reflected on the combined balance sheet of the Company (as such term is used in the Historic SHO
Balance Sheet) if such balance sheet were prepared as of the time of the Assets Contribution using the same principles and accounting policies under which the Historic SHO Balance Sheet was prepared. 

“Person” means any individual, partnership, firm, corporation, limited liability company, association, trust, joint
venture, unincorporated organization, other entity or Governmental Authority, as well as any syndicate or group that would be deemed to be a person under Section 13(d)(3) of the Exchange Act. 

“PR Dealer Liabilities” means all Liabilities of SPR as and to the extent relating to, arising out of, or resulting from
the PR Dealer Assets or the PR Dealer Businesses, including trade payables and accrued expenses of SPR incurred in the ordinary course of the PR Dealer Business. 

  
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 “PR Outlet Liabilities” means all Liabilities of SPR as and to the extent
relating to, arising out of, or resulting from the PR Outlet Assets or the PR Outlet Businesses, including trade payables and accrued expenses of SPR incurred in the ordinary course of the PR Outlet Business. 

“PR Dealer Assets” means the following Assets of SPR (other than the Excluded Assets): 

 

	 	(i)	all trade accounts receivables, notes receivables, negotiable instruments and chattel paper attributable to the PR Dealer Business; 


 

	 	(ii)	all tangible personal property used in the PR Dealer Business located at the locations set forth in Schedule 1.1(c); 


 

	 	(iii)	all Intellectual Property Assets used solely by the PR Dealer Business within the last twelve (12) months in connection with the PR Dealer Business;


  

	 	(iv)	a joint ownership interest (with SRC) in all Customer Information of the PR Dealer Business, other than Transaction Information (as defined in the Retail Establishment
Agreement); 

  

	 	(v)	all Contracts necessary to operate and manage the PR Dealer Business and used primarily in the operation of the PR Dealer Business; 


 

	 	(vi)	all Records relating primarily to the PR Dealer Business; and 

  

	 	(vii)	all other Assets used primarily by the PR Dealer Business. 

 “PR Dealer Business” means the business of selling merchandise and services at retail through stores at the locations set forth on Schedule 1.1(c). 

“PR Outlet Assets” means the following Assets of SPR (other than the Excluded Assets): 

 

	 	(i)	all trade accounts receivables, notes receivables, negotiable instruments and chattel paper attributable to the PR Outlet Business; 


 

	 	(ii)	all tangible personal property used in the PR Outlet Business located at the locations set forth in Schedule 1.1(d); 


 

	 	(iii)	all Intellectual Property Assets used solely by the PR Outlet Business within the last twelve (12) months in connection with the PR Outlet Business;



  
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	 	(iv)	a joint ownership interest (with SRC) in all Customer Information of the PR Outlet Business, other than Transaction Information (as defined in the Retail Establishment
Agreement); 

  

	 	(v)	all Contracts necessary to operate and manage the PR Outlet Business and used primarily in the operation of the PR Outlet Business; 


 

	 	(vi)	all Records relating primarily to the PR Outlet Business; and 

  

	 	(vii)	all other Assets used primarily by the PR Outlet Business. 

 “PR Outlet Business” means the business of selling distressed, refurbished and marked-out-of-stock merchandise at retail through stores at the locations set forth on Schedule
1.1(d). 
 “Pre-Separation Litigation Assets” means any and all Assets with respect to, arising out of, or
resulting from the Pre-Separation Litigation Matters, including, any and all rights to damage awards, settlement payments, reimbursements or indemnities. 
 “Pre-Separation Litigation Matters” means any and all (i) Actions in which any member of the SHLD Group or the SHO Group is a defendant, plaintiff or member of a class of plaintiffs
that have been commenced on or before the Rights Closing Effective Time and (ii) Actions in which any member of the SHLD Group is a plaintiff that are filed after the Rights Closing Effective Time and relate to the subject matter of an Action
in which any member of the SHLD Group or the SHO Group is a plaintiff or member of a class of plaintiffs that has been commenced on or prior to the Rights Closing Effective Time (for example, an Action commenced by any member for the SHLD Group
after such member has opted out of a class action and determined to prosecute a claim outside of the class). 
 “Public
Filings” has the meaning set forth in Section 7.1(c). 
 “Real Property Assets” means all
interests in real property of whatever nature, including, easements, whether as owner, mortgagee or holder of an Encumbrance in real property, lessor, sublessor, lessee, sublessee, licensor, licensee, sublicensor, sublicensee or otherwise.

 “Real Estate Agreements” means the deeds, leases, subleases, assignments of leases, license agreements, and
other agreements and instruments in which a member of the SHLD Group conveys to a member of the SHO Group ownership of, or a leasehold or other interest in, real property owned or leased by a member of the SHLD Group and set forth in Schedule
1.1(e). 

  
 11 









 “Records” means documents, files and other books and records, including,
books and records relating to financial reporting, internal audit, employee benefits, past acquisition or disposition transactions, Actions, and email files and backup tapes regarding any of the foregoing. 

“Representatives” means directors, officers, employees, agents, consultants, accountants, attorneys and any other
advisors, including, representatives of the foregoing. 
 “Resolution Failure Date” has the meaning set forth
in Section 11.2(b). 
 “Retail Establishment Agreement” means the Shop Your Way Rewards Retail
Establishment Agreement, dated August 8, 2012, by and between Sears Holdings Management Corporation and SHO. 

“Rights” has the meaning set forth in the Recitals. 

“Rights Closing Date” has the meaning set forth in Section 4.1. 

“Rights Closing Effective Time” means, 5:00 P.M., New York City Time, on the Rights Closing Date. 

“Rights Distribution Date” has the meaning set forth in Section 3.1. 

“Rights Offering” has the meaning set forth in the Recitals. 

“SAHS” means Sears Authorized Hometown Stores, LLC, a Delaware Limited Liability Company. 

“SEC” means the Securities and Exchange Commission. 

“Securities Act” means the Securities Act of 1933, as amended, together with the rules and regulations promulgated
thereunder. 
 “Services Agreement” means the Services Agreement by and between Sears Holdings Management
Corporation and SHO, dated August 8, 2012. 
 “Shared Privileges” has the meaning set forth in
Section 6.8(d). 

  
 12 









 “SHLD” has the meaning set forth in the Preamble. 

“SHLD Assets” means, without duplication, any and all Assets owned by members of the SHLD Group after giving effect to
the Ancillary Agreements and the transactions contemplated by Section 2.1 and for the avoidance of doubt, excluding any SHO Assets. 
 “SHLD Assumed Liabilities” means, without duplication, 
  

	 	(i)	any and all Liabilities of members of the SHO Group as and to the extent relating to, arising out of, or resulting from (A) the SHLD Business or
(B) any SHLD Assets and any former Assets of any member of the SHLD Group or any of its predecessors (other than Liabilities expressly allocated to the SHO Group pursuant to the Ancillary Agreements); 


 

	 	(ii)	any and all Liabilities arising out of the Pre-Separation Litigation Matters, other than SHO Retained Wage Law Liabilities; 


 

	 	(iii)	SHLD Assumed Wage Law Liabilities; and 

  

	 	(iv)	SHLD Assumed Transaction Liabilities. 

 “SHLD Assumed Transaction Liabilities” means 
  

	 	(i)	100% of Transaction Liabilities arising from, relating to, or derivative of allegations of breach of fiduciary duty, which breaches are alleged to have occurred on or
before the Rights Closing Effective Time; 

  

	 	(ii)	100% of Transaction Liabilities arising from, relating to, or derivative of allegations of breach of fiduciary duty by one or more of the members of SHLD’s Board
of Directors, which breaches are alleged to have occurred after the Rights Closing Effective Time; and 

  

	 	(iii)	100% of Transaction Liabilities arising from, relating to, or derivative of allegations that one or more statements made in, or one or more omissions from, the SHO
Registration Statement violated one or more federal or state securities laws. 

 “SHLD Assumed Wage Law
Liabilities” means any and all Liabilities, directly or indirectly arising out of, relating to or based upon all Wage Law Actions, to the extent such Wage Law Actions commenced on or prior to the Rights Closing Effective Time and only to
the extent such Liabilities are attributable to facts and circumstances occurring prior to the Rights Closing Effective Time; provided that for the avoidance of doubt, SHLD Assumed Wage Law Liabilities shall not include any Liabilities
attributable to the conduct of the SHO Business (including its wage and hour practices, classifications and policies) from and after the Rights Closing Effective Time, which Liabilities shall be SHO Retained Wage Law Liabilities. 

“SHLD Business” means (A) the businesses and operations of the SHLD Group and (B) any
terminated, divested or discontinued businesses and operations of any member of the SHLD Group or any of its predecessors; provided, however, that the SHLD Business shall not include the SHO Business. 

“SHLD Group” means, collectively, SHLD and all of its Subsidiaries other than members of the SHO Group. 

“SHLD Indemnified Party” has the meaning set forth in Section 10.2. 

  
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 “SHLD Liabilities” means, without duplication, all and all Liabilities of
members of the SHLD Group after giving effect to the Ancillary Agreements and the transactions contemplated by Section 2.1, and for the avoidance of doubt, including the SHLD Assumed Liabilities and excluding any SHO Liabilities.

 “SHLD Litigation Matters” means (i) any and all Actions that are primarily related to the SHLD Assets,
the SHLD Liabilities or the SHLD Business and (ii) any and all Pre-Separation Litigation Matters but excluding any Joint Litigation Matters. 
 “SHO” has the meaning set forth in the Preamble. 
 “SHO
Annual Report” has the meaning set forth in Section 7.1(b). 
 “SHO Assets” means, without
duplication, all of the right, title and interest in and to any and all Assets owned by members of the SHO Group after giving effect to the Ancillary Agreements and the transactions contemplated by Section 2.1, and for the avoidance of doubt,
including (i) all issued and outstanding equity interests in all members of the SHO Group other than SHO, (ii) the Hometown Transferred Assets, (iii) the Outlet Transferred Assets, (iv) the PR Dealer Assets and
(v) the PR Outlet Assets, but excluding any Pre-Separation Litigation Assets. 
 “SHO Assumed
Liabilities” means, without duplication, 
 (i) any and all Liabilities of members of the SHLD Group as and to the
extent relating to, arising out of, or resulting from (A) the SHO Business, or (B) any SHO Assets and any former Assets of any member of the SHO Group or any of its predecessors (other than SHLD Assumed Transaction
Liabilities, SHLD Assumed Wage Law Liabilities and Liabilities expressly allocated to the SHLD Group pursuant to the Ancillary Agreements); 
 (ii) any and all SHO Retained Wage Law Liabilities; and 
 (iii) SHO Assumed
Transaction Liabilities. 
 “SHO Assumed Transaction Liabilities” means 100% of Transaction Liabilities arising
from, relating to, or derivative of allegations of breach of fiduciary duty by one or more of the members of SHO’s Board of Directors, which breaches are alleged to have occurred after the Rights Closing Effective Time. 

“SHO Business” means (A) the businesses and operations of the SHO Group, including the business of SHO as
described in the SHO Registration Statement and (B) any terminated, divested or discontinued businesses and operations of any member of the SHO Group or any of its predecessors. 

“SHO Common Stock” has the meaning set forth in the Recitals. 

“SHO Contribution” has the meaning set forth in Section 2.1(e)(i). 

“SHO Group” means, collectively, SHO, the Transferred Entities and all other Persons that hereafter become a Subsidiary
of SHO. 

  
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 “SHO Indemnified Party” has the meaning set forth in Section 10.3.

 “SHO Liabilities” means, without duplication, any and all Liabilities of members of the SHO Group after
giving effect to the Ancillary Agreements and the transactions contemplated by Section 2.1 and for the avoidance of doubt, including (i) the SHO Assumed Liabilities, (ii) the Hometown Assumed Liabilities, (iii) the Outlet
Assumed Liabilities, (iv) the PR Dealer Liabilities and (v) the PR Outlet Liabilities, but excluding (i) the SHLD Assumed Liabilities and (ii) any Liabilities for which members of the SHO Group are entitled to
indemnification from the SHLD Group pursuant to the Tax Sharing Agreement. 
 “SHO Litigation Matters” means
any and all Actions primarily related to the SHO Assets, the SHO Liabilities or the SHO Business, but excluding any Pre-Separation Litigation Matters and any Joint Litigation Matters. 

“SHO Quarterly Report” has the meaning set forth in Section 7.1(a). 

“SHO Registration Statement” means the registration statement on Form S-1 (Registration No. 333-181051), as
amended, filed with the SEC, pursuant to which the Rights to be distributed and the SHO Common Stock to be offered and sold through the Rights Offering have been registered under the Securities Act. 

“SHO Retained Wage Law Liabilities” means any and all Liabilities, directly or indirectly arising out of, relating to or
based upon all (i) Wage Law Actions, commenced after the Rights Closing Effective Time and (ii) any Liabilities described in the proviso in the definition of SHLD Assumed Wage Law Liabilities. 

“Software” means computer software, programs, databases and applications, whether in source code, object code or other
form, including, operating software, network software, Internet websites, web content and links, all versions, updates, corrections, enhancements, replacements and modifications thereof, and all documentation related thereto. 

“SPR” means Sears, Roebuck de Puerto Rico, Inc., a Delaware corporation. 

“SRC” means Sears, Roebuck and Co., a New York corporation. 

“Subsidiaries” means any and all corporations, partnerships, limited liability companies, joint ventures, associations
and other entities controlled by a Person directly or indirectly through one or more intermediaries. 
 “Tax”
or “Taxes” has the meaning set forth in the Tax Sharing Agreement. 

  
 15 









 “Tax Sharing Agreement” means the Tax Sharing Agreement by and between
SHLD, on the one hand, and SHO and its subsidiaries, on the other hand, dated August 8, 2012. 
 “Third
Party” means any Person that is not a party hereto or an Affiliate of any party hereto. 
 “Third Party
Claim” has the meaning set forth in Section 10.8(a). 
 “Third Party Proceeds” has the meaning
set forth in Section 10.5(a). 
 “Transaction Liabilities” means any and all Liabilities arising from,
relating to, or derivative of any Action, whether commenced prior to, on or subsequent to the Rights Closing Effective Time, with respect to the Business Separation and the Rights Offering made or brought by any Person against SHLD, SHO or any
member of their respective Groups, including, any and all Liabilities under applicable Laws (including, federal and state securities Laws) arising from, relating to, or derivative of any Action relating to any public disclosure (or absence of public
disclosure) at or prior to the Rights Closing Effective Time by SHLD, SHO or any member of their respective Groups in connection the Business Separation and the Rights Offering. 

“Transfer Impediment” has the meaning set forth in Section 5.3(a). 

“Transferred Entity” means each of SAHS, Outlet Stores, and Sears Home Appliance Showrooms, LLC. 

“Unreleased Liability” has the meaning set forth in Section 5.2. 

“Unreleased Person” has the meaning set forth in Section 5.2. 

“Unresolved Disputes” has the meaning set forth in Section 11.2(b). 

“Wage Law Action” means any Action with respect to violations by the SHO Business of the Fair Labor Standards Act, any
amendments thereto or any rules or regulations promulgated thereunder as each apply to the regulation of employee wages and hours, or any similar provisions of any federal, state, or local law. 

ARTICLE II 
 THE
BUSINESS SEPARATION 
 Section 2.1 Business Separation. On the terms and subject to the conditions set forth in this
Agreement, prior to the effectiveness of SHO Registration Statement (but subject to Section 5.2 with respect to Unreleased Liabilities and Section 5.3 with respect to Deferred Transfer Assets and Deferred Transferred Liabilities), the
transactions set forth in this Section 2.1 (collectively, the “Business Separation”) shall take place in the order provided below: 
 (a) US Assets Contribution and Liabilities Assumption. 
 (i)
SRC shall convey, assign and transfer as a capital contribution by way of contribution to surplus (x) to SAHS, all of SRC’s right, title and interest in and to the Hometown Transferred Assets and cash in an amount equal to
$3,399,206 and (y) to Outlet Stores, all of SRC’s right, title and interest in and to the Outlet Transferred Assets and cash in an amount equal to $340,820 (collectively, the “Assets Contribution”). 

  
 16 









 (ii) (x) SAHS shall accept and assume all Hometown Assumed
Liabilities and (y) Outlet Stores shall accept and assume all Outlet Assumed Liabilities. 
 (b) Puerto Rico
Assets Transfer and Liabilities Assumption. 
 (i) SPR shall sell, and SAHS shall purchase, all of SPR’s
right, title and interest in and to the PR Dealer Assets; and SAHS shall pay, or cause to be paid, to SPR, a purchase price in an amount equal to $3,399,206 and shall accept and assume all PR Dealer Liabilities. 

(ii) SPR shall sell, and Outlet Stores shall purchase, all of SPR’s right, title and interest in and to the PR Outlet
Assets; and Outlet Stores shall pay, or cause to be paid, to SPR, a purchase price in an amount equal to $340,820 and shall accept and assume all PR Outlet Liabilities. 
 (c) Distribution of Litigation Assets. Concurrently with the transactions set forth in Sections 2.1(a) and (b), each of the Transferred Entities shall distribute to SRC, all of such Transferred
Entity’s right, title and interest, if any, in and to the Pre-Separation Litigation Assets. 
 (d) LLC Distribution.
Immediately following the transactions set forth in Sections 2.1 (a), (b) and (c), SRC shall distribute to SHLD all of SRC’s right, title and interest in and to all the issued and outstanding equity interests of the Transferred Entities
(the “LLC Distribution”). 
 (e) SHO Contribution. 

(i) Immediately following the LLC Distribution, SHLD shall contribute all of its right, title and interest in and to all
the issued and outstanding equity interests of the Transferred Entities to SHO (the “SHO Contribution”) by way of contribution to surplus. 
 (ii) Concurrently with the SHO Contribution, (x) SHLD shall accept and assume all the SHLD Assumed Liabilities and (y) SHO shall accept and assume all the SHO Assumed Liabilities.

 Each Person required pursuant to this Section 2.1 to assume any Liability shall accept, assume, perform, discharge and
fulfill such Liability in accordance with its terms, regardless of (i) when or where such Liabilities arose or arise, (ii) whether the facts upon which they are based occurred prior to, on or subsequent to the Rights Closing
Effective 

  
 17 









 
Time, (iii) where or against whom such Liabilities are asserted or determined and (iv) whether arising from or alleged to arise from negligence, recklessness, violation of
Law, fraud or misrepresentation by any member of the SHLD Group or the SHO Group, as the case may be, or any of their past or present respective directors, officers, employees, agents, Subsidiaries or Affiliates. 

ARTICLE III 

DISTRIBUTION OF THE RIGHTS 
 Section 3.1 Distribution of Rights. Following the Business Separation and subject to SHLD’s rights pursuant to Article XIII, SHLD may, in its sole and absolute discretion, distribute the
Rights in the manner described in the SHO Registration Statement. The date on which the distribution of the Rights occurs shall be the “Rights Distribution Date.” Prior to such Rights distribution, SHLD may, in its sole and absolute
discretion, as the sole shareholder of SHO, cause the certificate of incorporation of SHO to be amended, such that, upon the filing of such amended certificate with the Secretary of State of the State of Delaware, each share of the SHO Common Stock
then issued and outstanding, shall be converted into that number of fully paid and non-assessable shares of SHO Common Stock issued and outstanding equal to such number as the board of directors of SHLD shall determine is required in order to
complete the sale of SHO Common Stock as contemplated by the Rights Offering. 
 ARTICLE IV 

CLOSING OF RIGHTS OFFERING 
 Section 4.1 Rights Closing. Subject to SHLD’s rights pursuant to Article XIII, the closing of the sale of SHO Common Stock pursuant to the Rights shall take place in the manner described
in “The Rights Offering” section of the SHO Registration Statement. The date on which the closing of the sale of SHO Common Stock occurs shall be the “Rights Closing Date.” 

Section 4.2 Intercompany Agreements. 
 (a) Except as set forth in Section 4.2(b), in furtherance of the releases and other provisions of Section 10.1, SHO, on behalf of itself and each other member of the SHO Group, on the one hand,
and SHLD, on behalf of itself and each other member of the SHLD Group, on the other hand, shall terminate, effective as of the Rights Closing Effective Time, any and all Intercompany Agreements in effect as of the Rights Closing Date and shall
settle, or cause to be settled, all Intercompany Accounts on or prior to the Rights Closing Effective Time. No such terminated Intercompany Agreements (including any provision thereof that purports to survive termination) shall be of any further
force or effect after the Rights Closing Effective Time. Each party hereto shall, at the reasonable request of the other party hereto, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. 

  
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 (b) The provisions of Section 4.2(a) shall not apply to any of the following
Intercompany Agreements (or to any of the provisions thereof) or Intercompany Accounts: (i) this Agreement and the Ancillary Agreements (and each other Intercompany Agreement or Intercompany Account expressly contemplated hereby or
thereby, including the Implementation Documents) and (ii) any outstanding intercompany trade receivables or payables incurred in the ordinary course of business that are reflected in the books and records of the parties or otherwise
documented in writing in accordance with past practices. 
 Section 4.3 Resignation. On or before the Rights Closing
Effective Time: 
 (a) SHLD shall deliver to SHO the resignation, effective as of the Rights Closing Effective Time, of each
Person who is an officer or a director of any member of the SHO Group immediately prior to the Rights Closing Effective Time and who will be an employee or officer of any member of the SHLD Group immediately after the Rights Closing Effective Time.

 (b) SHO shall deliver to SHLD the resignation, effective as of the Rights Closing Effective Time, of each Person who is an
officer or a director of any member of the SHLD Group immediately prior to the Rights Closing Effective Time and who will be an employee or officer of any member of the SHO Group immediately after the Rights Closing Effective Time. 

ARTICLE V 

GENERAL PROVISONS 
 Section 5.1 Implementation Documents. In order to effectuate the transactions contemplated in this Agreement, each of SHLD and SHO shall execute and deliver, or cause to be executed and
delivered, such deeds, bills of sale, instruments of assumption, instruments of assignment, stock powers, certificates of title and other instruments of assignment, transfer, contribution, assumption, license and conveyance (collectively, the
“Implementation Documents”) as and to the extent necessary to effect such transactions. 
 Section 5.2
Unreleased Liabilities. If at any time after the Rights Closing Effective Time, any member of the SHLD Group shall remain obligated to any Third Party in respect of any SHO Liability or any member of the SHO Group shall remain obligated to
any Third Party in respect of any SHLD Liability, in each case, as guarantor, assignor, original tenant, primary obligor or otherwise, the following provisions shall apply. Any Liability referred to in this Section 5.2 is hereinafter referred
to as an “Unreleased Liability” and any Person remaining obligated for such Liability is hereinafter referred to as an “Unreleased Person”. 

  
 19 









 (a) Nothing in this Agreement shall release any Unreleased Person with respect to any
obligation to any applicable Third Party for such Unreleased Liability as provided in the relevant Contract, applicable Law or other source of such Unreleased Liability, provided that such Unreleased Person shall be entitled to
indemnification pursuant to Section 10.4. 
 (b) The parties hereto shall continue on and after the Rights Closing
Effective Time to use reasonable efforts to cause each Unreleased Person to be released from each of its Unreleased Liabilities. 
 (c) If, as and when it becomes possible to delegate, novate or extinguish any Unreleased Liability in favor of an Unreleased Person, the relevant party shall, promptly execute and deliver, or cause to be
promptly executed and delivered, all such documents and perform all such other acts, as may be necessary or desirable to give effect to such delegation, novation, extinction or other release without payment of any further consideration by the
Unreleased Person. 
 Section 5.3 Deferred Transfers. 

(a) If and to the extent that the transfer, assignment or novation to the SHO Group of any SHO Assets or SHO Liabilities, or to the SHLD
Group of any SHLD Assets or SHLD Liabilities, would be a violation of applicable Law or require any Consent or Governmental Approval or the fulfillment of any condition that cannot be fulfilled by the applicable member of the SHO Group or the SHLD
Group (the “Transfer Impediments,” which for the avoidance of doubt, shall not include purely monetary condition to the extent the necessary funds are advanced, assumed, or agreed in advance to be reimbursed by the applicable
transferee), then the transfer, assignment or novation to the transferee or assignee of such SHO Assets or SHO Liabilities or SHLD Assets or SHLD Liabilities shall be automatically deemed deferred and any such purported transfer or assignment shall
be null and void until such time as all Transfer Impediments have been removed. Any such Liability shall be deemed a “Deferred Transfer Liability” and any such Asset shall be deemed a “Deferred Transfer Asset.”

 (b) If the transfer or assignment of any Deferred Transfer Asset or assumption of any Deferred Transfer Liability is not
consummated prior to or at the Rights Closing Effective Time, whether as a result of the provisions of Section 5.3(a) or for any other reason, then, insofar as reasonably possible, (i) the Person retaining such Deferred Transfer
Asset shall thereafter hold such Deferred Transfer Asset for the use and benefit of the Person entitled thereto (at the expense of the Person entitled thereto) and (ii) the Person intended to assume such Deferred Transfer Liability
shall, or shall cause the applicable member of its Group to, pay or reimburse the Person retaining such Deferred 

  
 20 









 
Transfer Liability for all amounts paid or incurred in connection with the retention of such Deferred Transfer Liability. In addition, the Person retaining such Deferred Transfer Asset shall,
insofar as reasonably possible and to the extent permitted by applicable Law, treat such Asset in the ordinary course of business in accordance with past practice and take such other actions as may be reasonably requested by the Person to which such
Deferred Transfer Asset is to be transferred in order to place such Person, insofar as reasonably possible, in the same position as if such Deferred Transfer Asset had been transferred as contemplated hereby and so that all the benefits and burdens
relating to such Deferred Transfer Asset, including, possession, use, risk of loss, potential for gain, and dominion, control and command over such Deferred Transfer Asset, are to inure from and after the Rights Closing Effective Time to the member
or members of the SHO Group or the SHLD Group entitled to the receipt of such Deferred Transfer Asset. 
 (c) If and when all
Transfer Impediments, which caused the deferral of transfer of any Deferred Transfer Asset or Deferred Transfer Liability pursuant to Section 5.3(a), are removed, the transfer, assignment or novation of the applicable Deferred Transfer Asset or
Deferred Transfer Liability shall be effected in accordance with and subject to the terms of this Agreement and any applicable Ancillary Agreement or Implementation Document. 
 (d) The Person retaining any Deferred Transfer Asset or Deferred Transfer Liability due to the deferral of the transfer or assignment of such Deferred Transfer Asset or the deferral of the assumption of
such Deferred Transfer Liability pursuant to Section 5.3(a) or otherwise shall continue on and after the Rights Closing Effective Time to use commercially reasonable efforts to remove all Transfer Impediments; provided, however,
that such Person shall not be obligated, in connection with the foregoing, to expend any money unless the necessary funds are advanced, assumed, or agreed in advance to be reimbursed by the Person entitled to such Deferred Transfer Asset or the
Person intended to be subject to such Deferred Transfer Liability. 
 (e) Any Deferred Transfer Asset shall be deemed to have
been contributed, distributed, assigned, transferred, conveyed, licensed or delivered pursuant to this Section 5.3 on the date such transfer should have occurred pursuant to Section 2.1 in the absence of the Transfer Impediments upon its
actual contribution, distribution, assignment, transfer, conveyance, license or delivery to the applicable Group as contemplated in Section 5.3. Any Deferred Transfer Liability shall be deemed to have been accepted or assumed pursuant to this
Section 5.3 on the date such assumption should have occurred pursuant to Section 2.1 in the absence of the Transfer Impediments upon its actual acceptance or assumption by the applicable Group as contemplated in Section 5.3.

 Section 5.4 Transfers of Assets or Liabilities Following the Business Separation. Subject to Section 5.3, if
at any time on or after the Business Separation (including after the Rights Closing Effective Time), any member of the SHLD Group or the SHO Group shall receive or otherwise possess any Asset or incur any Liability that is


  
 21 









 
allocated to a member of the other Group pursuant to this Agreement or an Ancillary Agreement, such Person shall, in accordance with the terms hereof, promptly transfer, or cause to be
transferred, such Asset or Liability to the Person so entitled thereto or responsible therefor, and such other Person shall accept or assume, or cause to be accepted or assumed, such Asset or Liability. Prior to such transfer, such Person shall hold
such Asset or Liability in trust for such other Person so entitled thereto or responsible therefor. 
 Section 5.5
Corporate Names; Trademarks. Except as specifically provided in the License Agreements or other Ancillary Agreements, after the Rights Closing Effective Time, no member of one Group may use any trademark, service mark, trade dress, Internet
domain name, logo or other source identifier (collectively, the “Marks”) owned by any member of the other Group, except as permitted under applicable Law or subsequent agreement in writing between the parties. Notwithstanding the
foregoing or anything in the Ancillary Agreements to the contrary, no member of one Group shall be required to take any action to remove any reference to any Mark of a member of the other Group from materials already in the rightful possession of
customers or other Third Parties as of the Rights Closing Effective Time. 
 Section 5.6 Certain Matters Governed
Exclusively by Ancillary Agreements. 
 (a) Effective on the Rights Closing Date, the parties hereto shall, and shall cause
applicable members of their respective Groups to, execute and deliver the Ancillary Agreements. 
 (b) Each of SHLD and SHO
agrees on behalf of itself and members of its Group that, except as otherwise expressly provided for in this Agreement or any Ancillary Agreement, (i) the Tax Sharing Agreement shall exclusively govern all matters relating to Taxes
between such parties, (ii) the Employee Transition and Administrative Services Agreement shall exclusively govern all matters relating to the separation of employees and other employee-related matters identified therein between such
parties and (iii) the other Ancillary Agreements shall exclusively govern those matters subject to such agreements. 

Section 5.7 Disclaimer of Representations and Warranties. 

(a) SHO (on behalf of itself and each member of the SHO Group) understands and agrees that, except as expressly set forth in any
Ancillary Agreement, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement, any Ancillary Agreement or otherwise, is representing or warranting in any way as to the SHO Assets or SHO
Liabilities transferred, assumed or retained as contemplated hereby or thereby, as to any Consents or Governmental Approvals required in connection therewith, as to the value or freedom from any Encumbrances of, or any other matter concerning, any
SHO Asset or SHO Liability, or as to the absence of any 

  
 22 









 
defense or right of setoff or freedom from counterclaim with respect to any claim or other SHO Asset, including, any accounts receivable of any party, or as to the legal sufficiency of any
assignment, document or instrument delivered hereunder or thereunder to convey title to any SHO Asset or thing of value upon the execution, delivery and filing hereof or thereof. 

(b) SHLD (on behalf of itself and each member of the SHLD Group) understands and agrees that, except as expressly set forth in any
Ancillary Agreement, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement, any Ancillary Agreement or otherwise, is representing or warranting in any way as to the SHLD Assets or SHLD
Liabilities transferred, assumed or retained as contemplated hereby or thereby, as to any Consents or Governmental Approvals required in connection therewith, as to the value or freedom from any Encumbrances of, or any other matter concerning, any
SHLD Asset or SHLD Liability, or as to the absence of any defense or right of setoff or freedom from counterclaim with respect to any claim or other SHLD Asset, including, any accounts receivable of any party, or as to the legal sufficiency of any
assignment, document or instrument delivered hereunder to convey title to any SHLD Asset or thing of value upon the execution, delivery and filing hereof or thereof. 
 (c) Except as may expressly be set forth in any Ancillary Agreement, all SHO Assets and SHLD Assets are being transferred on an “as is,” “where is” basis (and, in the case of transfer
of any real property, by means of a special or limited warranty deed or similar form of deed, instrument of assignment or conveyance) and the respective transferees shall bear the economic and legal risks that (i) any conveyance shall
prove to be insufficient to vest in the transferee good and marketable title (or leasehold, as applicable), free and clear of any Encumbrance, and (ii) any necessary Consents or Governmental Approvals are not obtained or any requirements
of Law are not complied with. 
 ARTICLE VI 
 CONFIDENTIALITY; EXCHANGE OF INFORMATION 
 Section 6.1 Agreement for
Exchange of Information; Archives. 
 (a) Except in the case of an Action or threatened Action by either party hereto or any
Person in such party’s Group against the other party hereto or any Person in its Group, and subject to Section 6.1(b), each party hereto shall provide, or cause to be provided, to the other party or any member of its Group, at any time
before or after the Business Separation, as soon as reasonably practicable after written request therefor, all Information in the possession or under the control of its Group (and access to employees of its Group during normal business hours and
upon reasonable notice in connection with the discussion and explanation of such Information), which any member of the other 

  
 23 









 
party’s Group reasonably requests and is necessary (i) to comply with reporting, disclosure, filing or other requirements under applicable Law or imposed by any national
securities exchange or any Governmental Authority having jurisdiction over such Person, (ii) for use in any other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, regulatory, litigation
or other similar requirements or (iii) to comply with its obligations under this Agreement or any Ancillary Agreement. The receiving party shall use any Information received pursuant to this Section 6.1(a) solely to the extent
reasonably necessary to satisfy the applicable obligations or requirements described in clause (i), (ii) or (iii) of the immediately preceding sentence. 
 (b) Subject to the last sentence of this Section 6.1(b), in the event that either SHLD or SHO, as applicable, reasonably determines that the exchange of any Information pursuant to
Section 6.1(a) could be commercially detrimental, violate any Law or agreement or waive or jeopardize any attorney-client privilege or attorney work product protection, such party shall not be required to provide access to or furnish such
Information to the other party; provided, however, that the parties shall take all commercially reasonable measures to permit the compliance with Section 6.1(a) in a manner that avoids any such harm or consequence. Both SHLD and
SHO intend that any provision of access to or the furnishing of Information pursuant to this Section 6.1 that would otherwise be within the ambit of any legal privilege shall not operate as waiver of such privilege. 

(c) Except as otherwise provided in the Ancillary Agreements, a member of one Group will only process Information about individual
customers and/or employees, including, names, addresses, telephone numbers, account numbers, customer lists, and demographic, financial and transaction information, in each case provided by the other Group pursuant to this Section 6.1, in
accordance with the privacy policies of SHLD existing as of the Rights Closing Effective Time and all applicable privacy and data protection law obligations and will implement and maintain at all times appropriate technical and organizational
measures to protect such personal data against unauthorized or unlawful processing and accidental loss, destruction, damage, alteration and disclosure. In addition, each party hereto agrees to provide reasonable assistance to the other party’s
Group in respect of any obligations under privacy and data protection Law affecting the disclosure of such personal data to the other party’s Group and will not knowingly process such personal data in such a way to cause the other party’s
Group to violate any of its obligations under any applicable Law. 
 (d) The party requesting Information shall reimburse the
other party for the reasonable out of pocket costs and expenses, if any, in complying with a request for Information pursuant to this Article VI. 
 Section 6.2 Ownership of Information. Except as otherwise provided in the Ancillary Agreements, all Information owned by one Group that is provided to the other Group hereunder shall be deemed
to remain the property of the providing party and nothing herein shall be construed as granting or conferring rights of license or otherwise in any such Information. 

  
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 Section 6.3 Record Retention. 

(a) To facilitate the possible exchange of Information pursuant to this Article VI and other provisions of this Agreement, except as
otherwise expressly provided in any Ancillary Agreement, (i) each party hereto shall, and shall cause members of its Group to, use reasonable best efforts to retain all Information in accordance with their respective record retention
policies and procedures as in effect as of the Rights Closing Effective Time and (ii) no party hereto shall destroy, or permit any member of its Group to destroy, any Information which any member of the other Group may have the right to
obtain pursuant to this Agreement prior to the later of the period in the applicable retention policy or the fifth (5th) anniversary of the Rights Closing Date without first notifying the other party hereto of the proposed destruction and
giving the other party hereto the opportunity to take possession of such Information prior to such destruction. 
 (b) Each of
the parties hereto shall, and shall cause members of its respective Group to, use reasonable efforts to deliver to the other party (i) on or prior to the Rights Closing Effective Time, any and all original corporate organizational books
that such party or any member of its Group has in its possession primarily relating to the other party’s Business, (ii) on or prior to the Rights Closing Effective Time, originals of any and all Records that any member of its Group
knowingly has in its possession or control, whether in paper or electronic format, in each case relating primarily to the other party’s Business, and (iii) as soon as reasonably practicable following their discovery, originals of
any materials described in (i) and (ii) above which it or any member of its Group discovers are in its possession or control following the Rights Closing Effective Time; provided, however, that with respect to clauses (i),
(ii) and (iii) of this paragraph (b), the party providing such Records may retain copies of any such Records that relate to its Business, including, corporate minute books and risk management files. 

Section 6.4 Production of Witnesses; Records; Cooperation. 

(a) After the Rights Closing Effective Time, but only with respect to a Third Party Claim, each of SHLD and SHO shall, and shall cause
the other members of its Group to, use commercially reasonable efforts to, make available, upon written request, their former, current and future directors, officers, employees, other personnel and agents (whether as witnesses or otherwise) and any
books, records or other documents within their control or that they otherwise have the ability to make available, to the extent that each such Person (giving consideration to business demands of such directors, officers, employees, other personnel
and agents) or books, records or other documents may reasonably be required in connection with any Action or threatened or contemplated Action (including preparation for such Action) in which SHLD or SHO, as applicable,


  
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may from time to time be involved, regardless of whether such Action is a matter with respect to which indemnification may be sought hereunder. The requesting party shall bear all out-of-pocket
costs and expenses in connection therewith. 
 (b) SHLD and SHO shall use their commercially reasonable efforts to cooperate and
consult to the extent reasonably necessary with respect to any Actions or threatened or contemplated Actions involving each other’s Group, other than an Action against the other Group. 

(c) The obligation of SHLD and SHO to make available former, current and future directors, officers, employees and other personnel and
agents or provide witnesses and experts pursuant to this Section 6.4 is intended to be interpreted in a manner so as to facilitate cooperation and shall include the obligation to make available employees and other officers without regard to
whether such individual or the employer of such individual could assert a possible business conflict (subject to the exception set forth in the first sentence of Section 6.4(a)). Without limiting the foregoing, each of SHLD and SHO agrees that
neither it nor any Person or Persons in its respective Group will take any adverse action against any Person of its Group based on such Person’s provision of assistance or information to the other Group pursuant to this Section 6.4.

 (d) Upon the reasonable request of SHLD or SHO, SHLD and SHO shall, and shall cause all other relevant members of their
respective Group to, enter into a mutually acceptable common interest agreement so as to maintain to the extent practicable any applicable attorney-client privilege or work product immunity of any member of either Group. 

Section 6.5 Confidential Information. 
 (a) Subject to Section 6.6, each of SHLD and SHO, on behalf of itself and each Person in its respective Group, shall hold, and cause its respective Representatives to hold, in strict confidence and
not release or disclose, with at least the same degree of care, that it applies to its own confidential and proprietary information pursuant to policies in effect as of the Rights Closing Effective Time, all Information concerning the other Group or
its business that is either in its possession (including Information in its possession prior to the Business Separation) or furnished by the other Group or its respective Representatives at any time pursuant to this Agreement or any Ancillary
Agreement or the transactions contemplated hereby and thereby (any such Information referred to herein as “Confidential Information”), and shall not use any such Confidential Information other than for such purposes as shall be
expressly permitted hereunder or thereunder. Notwithstanding the foregoing, Confidential Information shall not include Information that is (i) in the public domain through no fault of any member of the SHLD Group or the SHO Group, as
applicable, or any of its respective Representatives, (ii) later lawfully acquired by any member of the SHLD Group or the SHO Group, as applicable, or any of its respective Representatives, from other sources not bound by a
confidentiality 

  
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obligation, or (iii) independently developed by any member of the SHLD Group or the SHO Group, as applicable, or any of its respective Representatives, without reference to any
Confidential Information of the SHLD Group or the SHO Group, as applicable. Notwithstanding the foregoing, each of SHLD and SHO may release or disclose, or permit to be released or disclosed, any such Confidential Information concerning the other
Group to their Representatives who need to know such Confidential Information (who shall be advised of the obligations hereunder with respect to such Confidential Information), provided that the parties hereto shall be responsible for any
breach of this Article VI by the Representatives of their respective Groups. 
 (b) Each party hereto shall maintain and
develop, and shall cause members of its respective Group to maintain and develop, such policies and procedures, necessary or appropriate, to ensure compliance with Section 6.5(a). 

(c) Without limiting the foregoing, when any Confidential Information concerning the other Group or its business is no longer needed for
the purposes contemplated by this Agreement or any Ancillary Agreement, each of SHLD and SHO will, promptly after request of the other party, either return all Confidential Information in tangible form (including all copies thereof and all notes,
extracts or summaries based thereon) or certify to the other party, that it has destroyed such Confidential Information (other than electronic copies residing in automatic backup systems or one copy retained to the extent required by law, regulation
or a bona fide document retention policy). 
 Section 6.6 Protective Arrangement. If any party hereto or any member
of its Group either determines on the advice of its counsel that it is required to disclose any Confidential Information pursuant to applicable Law or receives any demand under lawful process or from any Governmental Authority to disclose or provide
Information of any other party (or any member of such party’s Group), such party required to disclose such Confidential Information shall give the other party prompt, to the extent legally permitted and reasonably practicable, prior notice of
such disclosure and an opportunity to contest such disclosure and shall use commercially reasonable efforts to cooperate, at the expense of the requesting Person, in seeking any reasonable protective arrangements requested by such Person. In the
event that such appropriate protective order or other remedy is not obtained, the Person that is required to disclose such Information may furnish, or cause to be furnished, only that portion of such Confidential Information that is legally required
to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such Information. 
 Section 6.7 Other Agreements Providing for Exchange of Information. The rights and obligations granted or created under this Article VI are subject to any specific limitations, qualifications
or additional provisions on the sharing, exchange, retention or confidential treatment of Information set forth in any Ancillary Agreement. 

  
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 Section 6.8 Privileged Matters. To allocate the interests of each party in the
Information as to which any party is entitled to assert a privilege in connection with professional services that have been provided prior to the Rights Closing Effective Time for the collective benefit of each of the members of the SHLD Group and
the members of the SHO Group, whether or not such a privilege exists or the existence of which is in dispute, the parties hereto agree as follows: 
 (a) SHLD shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged Information which relates to the SHLD Business and, subject to
Section 6.8(c), not to the SHO Business, whether or not the privileged Information is in the possession of or under the control of members of the SHLD Group or the SHO Group. SHLD also shall be entitled, in perpetuity, to control the assertion
or waiver of all privileges in connection with privileged Information which relates to any pending or future Action that is, or which SHLD reasonably anticipates may become, an SHLD Liability and that is not also, or that SHLD reasonably anticipates
will not become, an SHO Liability, whether or not the privileged Information is in the possession of or under the control of members of the SHLD Group or the SHO Group. 

(b) Subject to Section 6.8(c), SHO shall be entitled, in perpetuity, to control the assertion or waiver of all
privileges in connection with privileged Information which relates to the SHO Business and not to the SHLD Business, whether or not the privileged Information is in the possession of or under the control of members of the SHLD Group or the SHO
Group. SHO also shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged Information which relates to any pending or future Action that is, or which SHO reasonably anticipates may become,
an SHO Liability and that is not also, or that SHO reasonably anticipates will not become, an SHLD Liability, whether or not the privileged Information is in the possession of or under the control of members of the SHLD Group or the SHO Group.

 (c) SHLD shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection
with privileged Information which relates to the Business Separation, the Rights Offering or the transactions contemplated thereby, it being understood and agreed that the expectation and intention as between SHLD and SHO with respect to any
communications between advisors to SHLD and SHO occurring up to and including the Rights Closing Date in connection with the Business Separation, the Rights Offering and such transactions are that the privilege and the expectation of client
confidence belong exclusively to SHLD. 
 (d) Subject to the restrictions in this Section 6.8, SHLD and SHO
agree that they shall have equal right to assert all privileges (“Shared Privileges”) 

  
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not allocated pursuant to the terms of Section 6.8(a), (b) or (c) with respect to Information as to which the members of both the SHLD Group and the SHO Group may assert a
privilege. 
 (e) Each party hereto shall ensure that no member of its Group may waive any Shared Privilege,
without the written consent of the other party which shall not be unreasonably withheld or delayed. 
 (f) In the
event of an Action between one or more members of the SHO Group, on the one hand, and one or more members of the SHLD Group, on the other hand, each such party shall have the right to use any Information that may be subject to a Shared Privilege,
without obtaining the consent of the other party, it being understood and agreed that the use of Information with respect to the Action or other dispute between the members of the SHO Group, on the one hand, and the members of the SHLD Group, on the
other hand, shall not operate as or be used by either party as a basis for asserting a waiver of such Shared Privilege with respect to Third Parties. 
 (g) If a dispute arises between any member of the SHO Group, on the one hand, and any member of the SHLD Group, on the other hand, regarding whether a Shared Privilege should be waived to protect or
advance the interest of either party, each party hereto agrees that it shall negotiate in good faith and endeavor to minimize any prejudice to the rights of the other party, and shall not unreasonably withhold consent to any request for waiver by
the other party. Each party hereto specifically agrees that it will not withhold consent to waiver for any purpose except to protect its own legitimate interests. 

(h) Upon receipt by either party hereto or by any member of its Group of any subpoena, discovery or other request which
arguably calls for the production or disclosure of Information subject to a Shared Privilege or as to which the other party or a member of such other party’s Group has the sole right hereunder to assert a privilege, or if either party obtains
knowledge that any of its Group’s current or former directors, officers, agents or employees have received any subpoena, discovery or other requests which arguably call for the production or disclosure of such privileged Information, such party
shall promptly notify the other party of the existence of the request and shall provide the other party a reasonable opportunity to review the Information and to assert any rights it or any member of its Group may have under this Section 6.8 or
otherwise to prevent the production or disclosure of such privileged Information. Each party shall bear its own expenses in connection with any such request. 
 (i) The transfer of all Records and other Information and each party’s retention of Records and other Information which may include privileged Information of the other pursuant to this Agreement is
made in reliance on the 

  
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agreement of SHLD and SHO, as set forth in this Article VI, to maintain the confidentiality of the Information and to assert and maintain all applicable privileges. The access to Information
being granted and the agreement to provide witnesses herein, the furnishing of notices and documents and other cooperative efforts contemplated hereby, and the transfer of privileged Information between and among the parties hereto and members of
their respective Groups pursuant hereto shall not be deemed a waiver of any privilege that has been or may be asserted under this Agreement or otherwise. 
 ARTICLE VII 
 FINANCIAL AND OTHER INFORMATION 

Section 7.1 Financial and Other Information. 
 (a) This Section 7.1(a) shall not apply if the Rights Closing Effective Time occurs in the fourth quarter of SHLD’s fiscal year. As soon as practicable, and in any event no later than the
earlier of (A) 35 days prior to the date SHO publicly files its first quarterly report with the SEC that includes its financial statements for such fiscal quarter (the “SHO Quarterly Report”) or otherwise makes the SHO
Quarterly Report publicly available or (B) 35 days before SHLD is required to file with the SEC its quarterly financial statements following the Rights Closing Effective Time, SHO shall deliver to SHLD a substantially final draft of the
SHO Quarterly Report certified by the chief financial officer of SHO as presenting fairly, in all material respects, the financial condition and results of operations of the SHO Group. Following such delivery, (i) SHO and SHLD shall
actively consult with each other regarding any changes (whether or not substantive) which SHO may consider making to the SHO Quarterly Report and related disclosures prior to the filing with the SEC, with particular focus on any changes which would
have any effect upon SHLD’s financial statements or related disclosures and (ii) SHO shall deliver to SHLD all material revisions to such draft as soon as any such revisions are prepared or made. 

(b) As soon as practicable, and in any event no later than the earlier of (A) 45 days prior to the date SHO publicly files
its first annual report with the SEC that includes its financial statements for the fiscal year in which the Rights Closing Effective Time occurs (the “SHO Annual Report”) or otherwise makes the SHO Annual Report publicly available
or (B) 45 days before SHLD is required to file with the SEC its annual financial statements for such fiscal year, SHO shall deliver to SHLD the substantially final draft of the SHO Annual Report certified by the chief financial officer
of SHO as presenting fairly, in all material respects, the financial condition and results of operations of the SHO Group. Following such delivery, (i) SHO and SHLD shall actively consult with each other regarding any changes (whether or
not substantive) which SHO may consider making to the SHO Annual Report and related disclosures prior to the filing with the SEC, with particular focus on any changes which would have any effect upon SHLD’s financial statements or related
disclosures and (ii) SHO shall deliver all material revisions to such drafts as soon as any such revisions are prepared or made. 

  
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 (c) (i) With respect to Public Filings by SHLD, until the date on which SHLD’s
annual report on Form 10-K for the year in which the Rights Closing Effective Time occurs is filed, and (ii) with respect to Public Filings by SHO, until the date on which the SHO Annual Report is filed, SHLD and SHO shall cooperate
fully, and cause their respective accountants to cooperate fully, to the extent requested by the other party, in the preparation of the other party’s public earnings releases, annual reports on Form 10-K, quarterly reports on Form 10-Q, current
reports on Form 8-K and other proxy, information and registration statements, reports, notices, prospectuses and filings made with the SEC or any national securities exchange or otherwise made publicly available (collectively, the “Public
Filings”). SHLD and SHO agree to provide to each other all Information that the other party reasonably requests in connection with any Public Filings or that, in either party’s judgment, is required to be disclosed or incorporated by
reference therein under any Law. Such Information shall be provided by such party in a timely manner to enable the other party to prepare, print and release all Public Filings on such dates as such party shall determine. SHLD and SHO shall use their
reasonable best efforts to cause their respective auditors to consent to any reference to them as experts in any Public Filings required under any Law. If and to the extent requested by either party, the other party shall diligently and promptly
review all drafts of such Public Filings. 
 (d) To the extent it relates to a pre-Rights Closing Effective Time period, SHO
shall authorize its auditors to make available to SHLD’s auditors both the personnel who performed or are performing the annual audit of SHO and work papers related to the annual audit of SHO, in all cases within a reasonable time prior to the
opinion date of SHLD’s auditors, so that SHLD’s auditors are able to perform the procedures they consider necessary to take responsibility for the work of the SHO’s auditors as it relates to the SHLD’s auditors’ report on
SHLD’ annual financial statements, all within sufficient time to enable SHLD to meet its timetable for the printing, filing and public dissemination of SHLD’s audited annual financial statements. 

(e) To the extent it relates to a pre-Rights Closing Effective Time period, SHO shall provide SHLD’s auditors and management access
to personnel and Records of members of its Group so that SHLD may conduct reasonable audits relating to the financial statements provided by SHO pursuant to the provisions of this Section 7.1. 

(f) To the extent it relates to a pre-Rights Closing Effective Time period, (i) each of the parties hereto shall give the
other party hereto as much prior notice as is reasonably practicable of any changes in, or proposed determination of, its accounting estimates or accounting principles from those in effect as of immediately prior to the Rights Closing Effective Time
or of any other action with regard to its accounting estimates or accounting principles or previously reported financial results which may affect the other party’s financial results, (ii) each of the parties hereto will consult with


  
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the other and, if requested by the party contemplating such changes, with such party’s auditor and (iii) unless required by generally accepted accounting principles, Law or a
Governmental Authority, SHO shall not make such determination or changes which would affect SHLD’s previously reported financial results without SHLD’s prior written consent, which shall not be unreasonably withheld. Further, SHO will give
SHLD prompt notice of any amendments or restatements of accounting statements with respect to pre-Rights Closing Effective Time period, and will provide SHLD with access as provided in Article VII as promptly as possible such that SHLD will be
able to satisfy its financial reporting requirements. 
 (g) Until the end of the fiscal year of SHLD in which the Rights
Closing Date occurs, SHO shall, and shall cause each member of its Group to, maintain a fiscal year that commences and ends on the same calendar days as SHLD’s fiscal year commences and ends, and to maintain monthly accounting periods that
commence and end on the same calendar days as SHLD’s monthly accounting periods commence and end. 
 (h) If either SHO or
SHLD is the subject of any SEC comment, review or investigation (formal or informal) and which in any way relates to the other party or the other party’s Public Filings, such party shall provide the other party with a copy of any comment or
notice of such review or investigation and shall give the other party a reasonable opportunity to be involved in responding to such comment, review or investigation, and the other party shall cooperate with such party in connection with responding
to such comment, review or investigation. 
 (i) Within 10 days after the end of each quarter following the Rights Closing
Effective Time during which SHLD and SHO are Affiliates, each of SHLD and SHO shall (i) provide the other party hereto with all related party Information required to be disclosed under the applicable law with respect to such quarter and
(ii) cooperate to provide consistent disclosure with regard to such Information in any Public Filings. 
 (j)
Subject to Section 6.5(a), Information provided pursuant to this Section 7.1, other than information required to be included in the Public Filings, shall be deemed Confidential Information for purposes of this Agreement. Nothing in this
Section 7.1 shall require SHLD or SHO to violate any agreement with any of its customers, suppliers or other third parties regarding the confidentiality of Information relating to such customer, supplier or other third party or its business;
provided that in the event that SHLD or SHO is required under this Section 7.1 to disclose any such Information, SHLD or SHO shall use all commercially reasonable efforts to seek to obtain such customers’, suppliers’ or other
third parties’ consent to the disclosure of such Information. 
 (k) Each party hereto agrees and acknowledges, on behalf
of itself and members of its Group, that it is aware and will advise its Representatives who receive information provided hereunder and are otherwise not aware, that (i) the information 

  
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provided hereunder may contain material, non-public information concerning the other party and (ii) that United States securities laws prohibit any person who has material non-public
information concerning a publicly traded Person from purchasing or selling securities of such Person, or from communicating such information to any other Person under circumstances in which it is reasonably foreseeable that such Person is likely to
purchase or sell such securities. 
 Section 7.2 Sarbanes-Oxley Section 404 Compliance. Following the Business
Separation, each party hereto shall continue to provide access to the other party hereto on a timely basis all Information reasonably required to meet its schedule for management’s assessment of the effectiveness of its disclosure controls and
procedures and its internal control over financial reporting in accordance with Items 307 and 308, respectively, of Regulation S-K and, to the extent applicable to such party, its auditor’s audit of its internal control over financial reporting
and management’s assessment thereof in accordance with Section 404 of the Sarbanes-Oxley Act of 2002 and the SEC’s and Public Company Accounting Oversight Board’s rules and auditing standards thereunder (such assessments and
audit being referred to as the “Internal Control Audit and Management Assessments”). Without limiting the generality of the foregoing, each party hereto will provide all required financial and other Information with respect to
itself and members of its Group (including access to personnel and Records) to the other party’s auditors and management in a sufficient and reasonable time and in sufficient detail to permit such other party’s auditors and management to
complete the Internal Control Audit and Management Assessments. 
 ARTICLE VIII 

INSURANCE 

Section 8.1 Insurance Matters. 
 (a) SHO does hereby, for itself and each other member of the SHO Group, agree that no member of the SHLD Group or any SHLD Indemnified Party shall have any liability whatsoever as a result of the
insurance policies and practices of SHLD and its Affiliates as in effect at any time prior to the Rights Closing Effective Time, including as a result of the level or scope of any such insurance, the creditworthiness of any insurance carrier, the
terms and conditions of any policy, the adequacy or timeliness of any notice to any insurance carrier with respect to any claim or potential claim or otherwise, any professional or other advice with respect to the initial policies for SHO, any
handling of claims for SHO, or any oversight or advice with respect to risk management or other insurance-related issues; provided this Section 8.1(a) shall not negate SHLD’s agreement under Section 8.1(b). 

(b) SHLD agrees to use its reasonable best efforts to cause the interests and rights of SHO and the other members of the SHO Group as of
the Rights Closing 

  
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Effective Time as insureds or beneficiaries or in any other capacity under occurrence-based insurance policies and programs (and under claims-made policies and programs to the extent a claim has
been submitted prior to the Rights Closing Effective Time) of SHLD or any other member of the SHLD Group in respect of the period prior to the Rights Closing Effective Time to survive the Rights Closing Effective Time for the period for which such
interests and rights would have survived without regard to the transactions contemplated hereby to the extent permitted by such policies; and any proceeds received by SHLD or any other member of the SHLD Group after the Rights Closing Effective Time
under such policies and programs in respect of SHO and the other members of the SHO Group shall be for the benefit of SHO and the other members of the SHO Group; provided that the interests and rights of SHO and the other members of the SHO
Group shall be subject to the terms and conditions of such insurance policies and programs, including any limits on coverage or scope, any deductibles and other fees and expenses and SHLD’s allocation of the cost of claims to its business
units, including SHO, according to its allocation program in effect as of the Rights Closing Effective Time, and shall be subject to the following additional conditions: 

(i) SHO shall report, on behalf of itself and other members of the SHO Group, as promptly as practicable claims in
accordance with SHLD’s claim reporting procedures in effect immediately prior to the Rights Closing Effective Time (or in accordance with any modifications to such procedures after the Rights Closing Effective Time communicated by SHLD to SHO
in writing); 
 (ii) SHO and the other members of the SHO Group shall indemnify, hold harmless and reimburse SHLD
and the other members of the SHLD Group for any premiums, retrospectively rated premiums, defense costs, indemnity payments, deductibles, retentions, claim expenses and claim handling fees or other charges allocated to members of the SHO Group
pursuant to the allocation program maintained by SHLD in effect as of the Rights Closing Effective Time; and 

(iii) SHO shall, and shall cause other members of the SHO Group to, cooperate and assist with SHLD and other members of
the SHLD Group and share such information as is reasonably necessary in order to permit SHLD and members of the SHLD Group to manage and conduct the insurance matters contemplated by this Article VIII, including, without limitation, the production
of witnesses in accordance with Section 6.4. 
 (c) Subject to Section 8.1(b), SHLD and other members of the SHLD
Group shall retain the exclusive right to control their insurance policies and programs, including the right to defense, exhaust, settle, release, commute, buy-back or otherwise resolve disputes with respect to any of their insurance policies and
programs and to amend, modify or waive any rights under any such insurance policies and programs, notwithstanding whether any such policies or programs apply to any SHO Liabilities 

  
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and/or claims SHO has made or could make in the future, and no member of the SHO Group shall, without the prior written consent of SHLD, erode, exhaust, settle, release, commute, buy-back or
otherwise resolve disputes with insurers of SHLD or other members of the SHLD Group with respect to any of the insurance policies and programs of the SHLD Group, or amend, modify or waive any rights under any such insurance policies and programs.
Neither SHLD nor any other members of the SHLD Group shall have any obligation to secure extended reporting for any claims under any of the insurance policies and programs of SHLD or other members of the SHLD Group for any acts or omissions by any
member of the SHO Group incurred prior to the Rights Closing Effective Time. 
 (d) This Agreement is not intended as an
attempted assignment of any policy of insurance or as a contract of insurance and shall not be construed to waive any right or remedy of any member of the SHO Group in respect of any insurance policy or any other contract or policy of insurance.

 (e) Nothing in this Agreement shall be deemed to restrict any member of the SHO Group from acquiring at its own expense any
insurance policy in respect of any Liabilities or covering any period. 
 Section 8.2 Miscellaneous. 

(a) Each of the parties intends by this Agreement that a Third Party, including a third-party insurer or reinsurer, or other Third Party
that, in the absence of the Agreement would otherwise be obligated to pay any claim or satisfy any indemnity or other obligation, shall not be relieved of the responsibility with respect thereto and shall not be entitled to a “windfall”
(i.e., avoidance of the obligation that such Person would have in the absence of this Agreement). To the extent that any such Person would receive such a windfall, SHLD and SHO shall negotiate in good faith concerning an amendment of this Agreement
to avoid such a windfall. 
 ARTICLE IX 
 LEGAL MATTERS 
 Section 9.1 Control of Legal Matters. 

(a) At all times from and after the Rights Closing Effective Time, SHO shall assume (or, as applicable, retain) control of each of the
SHO Litigation Matters, and SHO shall use its reasonable best efforts to cause any member of the SHLD Group named as a defendant in any such SHO Litigation Matter to be removed and dismissed from such SHO Litigation Matter; provided,
however, that SHO shall not be required to make any such effort if the removal of any member of the SHLD Group would jeopardize insurance coverage or rights to indemnification from Third Parties applicable to such SHO


  
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Litigation Matter; and provided, further that the resolution of any SHO Retained Wage Law Liability described in the proviso in the definition of SHLD Assumed Wage Law Liabilities
shall be controlled by SHLD and SHLD shall not settle any such SHO Retained Wage Law Liability without the prior written consent of SHO, which consent shall not be unreasonably withheld or delayed. 

(b) At all times from and after the Rights Closing Effective Time, SHLD shall assume (or, as applicable, retain) control of each of the
SHLD Litigation Matters (and the resolution of any Liability described in the proviso in the definition of SHLD Assumed Wage Law Liabilities), and SHLD shall use its reasonable best efforts to cause any member of the SHO Group named as a defendant
in any such SHLD Litigation Matters to be removed and dismissed from such SHLD Litigation Matter; provided, however, that SHLD shall not be required to make any such effort if the removal of any member of the SHO Group would jeopardize
insurance coverage or rights to indemnification from Third Parties applicable to such SHLD Litigation Matter; and provided, further that SHLD shall not settle any Liability described in the proviso in the definition of SHLD Assumed
Wage Law Liabilities without the prior written consent of SHO, which consent shall not be unreasonably withheld or delayed. 

(c) To the extent SHO or SHLD is unable to cause a member of the other party’s Group to be removed and dismissed pursuant to
Section 9.1(a) or (b), the parties hereto agree to cooperate in defending against such Action and, subject to Section 6.8, to provide each other with access to all Information relating to such Action except to the extent that providing
such access and such Information would prejudice an indemnification claim available to such party as contemplated in Article X. 
 (d) At all times from and after the Rights Closing Effective Time, SHLD and SHO shall jointly control any Joint Litigation Matter and shall cooperate in defending against such Action; provided,
however, that no member of either Group may settle a Joint Litigation Matter without the prior written consent of the members of the other Group named or involved in such Joint Litigation Matter, which consent shall not be unreasonably
withheld or delayed; provided, further, that either party may settle a Joint Litigation matter if such settlement is for monetary relief only and provides a full release from, or indemnity for, any liability under such Joint Litigation
Matter for the other party and, as applicable, the members of the other party’s Group and their respective Representatives. 
 Section 9.2 Notice to Third Parties; Service of Process; Cooperation. 

(a) SHLD and SHO shall cause the members of the SHLD Group and the members of the SHO Group to promptly notify their respective agents
for service of process and all other necessary parties, including plaintiffs and courts, of the Business Separation and shall provide instructions for proper service of legal process and other documents. 

  
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 (b) SHO and SHLD shall, and shall cause the members of their respective Groups to, use their
reasonable best efforts to deliver to each other any legal process or other documents incorrectly served upon them or their agents as soon as possible following receipt. 
 (c) If any party hereto or any members of its Group receives notice or otherwise learns of the assertion of a Joint Litigation Matter, such party or member of its Group shall give the other party hereto
written notice of such Joint Litigation Matter in reasonable detail. The failure to give notice under this subsection shall not relieve any party hereto (or any member of its Group) its Liability for any Joint Litigation Matter as provided hereunder
or under any Ancillary Agreement, except to the extent such party is actually prejudiced by the failure to give such notice. The parties hereto shall be deemed to be on notice of any Joint Litigation Matter pending prior to the Rights Closing
Effective Time. 
 ARTICLE X 
 INDEMNIFICATION 
 Section 10.1 Release of Pre-Separation Claims.

 (a) Except as provided in Section 10.1(c), effective as of the Rights Closing Effective Time, SHO does hereby, for
itself and each other member of the SHO Group, their respective Affiliates, successors and assigns, and all Persons who at any time on or prior to the Rights Closing Effective Time have been stockholders, directors, officers, agents or employees of
any member of the SHO Group and their respective heirs, executors, administrators, successors and assigns (in each case, in their respective capacities as such), remise, release and forever discharge SHLD and the other members of the SHLD Group,
their respective Affiliates, and all Persons who at any time on or prior to the Rights Closing Effective Time have been stockholders, directors, officers, agents or employees of any member of the SHLD Group (in each case, in their respective
capacities as such), and their respective heirs, executors, administrators, successors and assigns, from any and all Liabilities whatsoever, whether at law or in equity (including any right of contribution), whether arising under any contract or
agreement, by operation of law or otherwise, existing or arising from any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed on or before the
Rights Closing Effective Time, including in connection with the transactions and all other activities to implement the Business Separation and the Rights Offering. 
 (b) Except as provided in Section 10.1(c), effective as of the Rights Closing Effective Time, SHLD does hereby, for itself and each other member of the SHLD Group, their respective Affiliates, and
all Persons who at any time on or prior to the Rights Closing Effective Time have been stockholders, directors, officers, agents or 

  
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employees of any member of the SHLD Group and their respective heirs, executors, administrators, successors and assigns (in each case, in their respective capacities as such), remise, release and
forever discharge SHO, the other members of the SHO Group, their respective Affiliates, and all Persons who at any time on or prior to the Rights Closing Effective Time have been stockholders, directors, officers, agents or employees of any member
of the SHO Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, from any and all Liabilities whatsoever, whether at law or in equity (including any right of
contribution), whether arising under any contract or agreement, by operation of law or otherwise, existing or arising from any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions
existing or alleged to have existed on or before the Rights Closing Effective Time, including in connection with the transactions and all other activities to implement the Business Separation and the Rights Offering. 

(c) Nothing contained in Section 10.1(a) or (b) shall impair any right of any Person to enforce this Agreement, any Ancillary
Agreement or any other Intercompany Agreements or Intercompany Accounts that are specified in Section 4.2(b) as not to terminate as of the Rights Closing Effective Time, in each case in accordance with its terms. For the avoidance of doubt,
nothing contained in Section 10.1(a) or (b) shall release any Person from: 
 (i) any Liability
provided in or resulting from any agreement among any members of the SHLD Group or the SHO Group that is specified in Section 4.2(b) as not to terminate as of the Rights Closing Effective Time, or any other Liability specified in such
Section 4.2(b) as not to terminate as of the Rights Closing Effective Time; 
 (ii) any Liability,
contingent or otherwise, assumed, transferred, assigned or allocated to the Group of which such Person is a member in accordance with, or any other Liability of any member of any Group under, this Agreement or any Ancillary Agreement; 

(iii) any Liability provided in or resulting from any other agreement or understanding that is entered into on or after
the Rights Closing Date between one party hereto (or a member of such party’s Group), on the one hand, and the other party hereto (or a member of such party’s Group), on the other hand; 

(iv) any Liability that the parties hereto may have with respect to indemnification or contribution pursuant to this
Agreement or any Ancillary Agreement; 
 (v) any Liability the release of which would result in the release of
any Person not otherwise intended to be released pursuant to this Section 10.1; or 

  
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 (vi) any obligation existing prior to the Rights Closing Effective Time of
any member of a Group to indemnify any Person who has been a Representative of any member of the Group at any time on or prior to the Rights Closing Effective Time. 
 (d) SHO shall not make, and shall not permit any other member of the SHO Group to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or
any indemnification, against SHLD or any other member of the SHLD Group, or any other Person released pursuant to Section 10.1(a), with respect to any Liabilities released pursuant to Section 10.1(a). SHLD shall not make, and shall not
permit any other member of the SHLD Group to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification against SHO or any other member of the SHO Group, or any other
Person released pursuant to Section 10.1(b), with respect to any Liabilities released pursuant to Section 10.1(b). 

(e) It is the intent of each of SHLD and SHO, by virtue of the provisions of this Section 10.1, to provide for a full and complete
release and discharge of all Liabilities existing or arising from all acts and events occurring or failing to occur or alleged to have occurred or to have failed to occur and all conditions existing or alleged to have existed on or before the Rights
Closing Effective Time, between or among SHO or any other member of the SHO Group, on the one hand, and SHLD or any other member of the SHLD Group, on the other hand (including any contractual agreements or arrangements existing or alleged to exist
between or among any such members on or before the Rights Closing Effective Time), except as otherwise set forth in Section 10.1(c). At any time, at the request of the other party hereto, each party hereto shall, no later than the fifth day
following the receipt of such request, cause each member of its respective Group to execute and deliver releases reflecting the provisions hereof. 
 Section 10.2 Indemnification by SHO. Following the Rights Closing Effective Time and subject to Section 14.1, SHO shall, and shall cause the members of the SHO Group to, indemnify, defend
and hold harmless each member of the SHLD Group and its Affiliates, and each of their respective current or former directors, officers, employees, agents, and each of the heirs, executors, administrators, successors and assigns of any of the
foregoing (each, a “SHLD Indemnified Party”), from and against all Liabilities actually incurred or suffered by the SHLD Indemnified Parties relating to, arising out of or resulting from one or more of the following: 

(a) each SHO Liability, including arising out of the failure of any member of the SHO Group or any other Person to pay,
perform or otherwise promptly discharge any such SHO Liability; 
 (b) the SHO Business; 

  
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 (c) each SHO Asset; 

(d) each breach by SHO or any member of the SHO Group of this Agreement; and 

(e) each breach by SHO or any member of the SHO Group of an Ancillary Agreement, subject to any specific limitation on
liability contained in the Ancillary Agreement and without duplication taking into account the performance by each member of the SHO Group of its indemnification obligations in the Ancillary Agreement. 

Section 10.3 Indemnification by SHLD. Following the Rights Closing Effective Time and subject to Section 14.1, SHLD
shall, and shall cause the members of the SHLD Group to, indemnify, defend and hold harmless each member of the SHO Group and its Affiliates, and each of their respective current or former directors, officers, employees, agents, and each of the
heirs, executors, administrators, successors and assigns of any of the foregoing (each, a “SHO Indemnified Party”), from and against any and all Liabilities arising out of or resulting from any of the following items: 

(a) each SHLD Liability, including arising out of the failure of any member of the SHLD Group or any other Person to pay,
perform or otherwise promptly discharge any such SHLD Liability; 
 (b) the SHLD Business; 

(c) each SHLD Asset; 
 (d) each breach by SHLD or any member of the SHLD Group of this Agreement; and 
 (e) each breach by SHLD or any member of the SHLD Group of an Ancillary Agreement, subject to any specific limitation on liability contained in the Ancillary Agreement and without duplication taking into
account the performance by each member of the SHLD Group of its indemnification obligations in the Ancillary Agreement. 

Section 10.4 Indemnification with respect to Unreleased Liabilities. Without limiting the generality of Sections 10.2 and
10.3, SHLD shall indemnify, defend and hold harmless each SHO Indemnified Party that is an Unreleased Person against any Liabilities arising in respect of each Unreleased Liability of such Person and SHO shall indemnify, defend and hold harmless
each SHLD Indemnified Party that is an Unreleased Person against any Liabilities arising in respect of each Unreleased Liability of such Person. SHLD and SHO shall take, and shall cause the members of their respective Groups to take, such other
actions as may be reasonably requested by the other party in 

  
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accordance with the provisions of this Agreement in order to place SHLD and SHO (and any relevant member of their respective Groups), insofar as reasonably possible, in the same position as they
would be in if such Unreleased Liability had been fully contributed, assigned, transferred, conveyed, and delivered to, and accepted and assumed or retained, as applicable, by the other party (or any relevant member of its Group) with effect as of
the Rights Closing Effective Time and so that all the benefits and burdens relating to such Unreleased Liability, including possession, use, risk of loss, potential for gain, and dominion, control and command over such Unreleased Liability, are to
inure from and after the Rights Closing Effective Time to the member or members of the SHLD Group or the SHO Group, as the case may be. 
 Section 10.5 Adjustments to Indemnification Obligations. 
 (a) The
parties hereto intend that each Liability subject to indemnification, contribution or reimbursement pursuant hereto will be net of (i) all Insurance Proceeds, and (ii) all recoveries, judgments, settlements, contribution,
indemnities and other amounts received (including by way of set-off) from all Third Parties, in each case that actually reduce the amount of, or are paid to the applicable indemnitee in respect of, such Liability (“Third Party
Proceeds”). Accordingly, the amount that a party (each an “Indemnifying Party”) is required to pay to each Person entitled to indemnification hereunder (each an “Indemnified Party”) shall be reduced by all
Insurance Proceeds and Third Party Proceeds received by or on behalf of the Indemnified Party in respect of the relevant Liability; provided, however, that all amounts described in Section 10.2 or Section 10.3 which are
incurred by an Indemnified Party shall be paid promptly by the Indemnifying Party and shall not be delayed pending any determination as to the availability of Insurance Proceeds or Third Party Proceeds; provided, further, that upon
such payment by or on behalf of an Indemnifying Party to an Indemnified Party in connection with a Third Party Claim, to the extent permitted by applicable Laws such Indemnified Party shall assign its rights to recover all Insurance Proceeds and
Third Party Proceeds to the Indemnifying Party and such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnified Party as to all events and circumstances in respect of which such Indemnified Party may have with
respect to all rights, defenses, and claims relating to such Third Party Claim. If, notwithstanding the second proviso in the preceding sentence, an Indemnified Party receives a payment required to be made under this Article X (an “Indemnity
Payment”) from an Indemnifying Party in respect of a Liability and subsequently receives Insurance Proceeds or Third Party Proceeds in respect of such Liability, then the Indemnified Party shall pay to the Indemnifying Party an amount equal
to the excess of the amount paid by the Indemnifying Party over the amount that would have been due if such Insurance Proceeds and Third Party Proceeds had been received before the Indemnity Payment was made. Each member of the SHLD Group and each
member of the SHO Group shall use reasonable best efforts to seek to collect or recover all Insurance Proceeds and all Third Party Proceeds to which such Person is entitled in respect of a Liability for which such Person seeks indemnification


  
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pursuant to this Article X; provided, however, that such Person’s inability to collect or recover any such Insurance Proceeds or Third Party Proceeds shall not limit the
Indemnifying Party’s obligations hereunder. 
 (b) An insurer that would otherwise be obligated to pay a claim shall not be
relieved of the responsibility with respect thereto or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or other third party shall
be entitled to a “windfall” (i.e., a benefit it would not be entitled to receive in the absence of the indemnification provisions hereof) by virtue of the indemnification provisions hereof. 

Section 10.6 Contribution. If the indemnification provided for in this Article X is unavailable to, or insufficient to
hold harmless, an Indemnified Party in respect of a Liability for which indemnification is provided for herein then each Indemnifying Party shall, in lieu of indemnifying such Indemnified Party, contribute to the amount paid or payable by such
Indemnified Party as a result of such Liability, in such proportion as shall be sufficient to place the Indemnified Party in the same position as if such Indemnified Party were indemnified hereunder. If the contribution provided for in the previous
sentence shall, for any reason, be unavailable or insufficient to put the Indemnified Party in the same position as if it were indemnified under Section 10.2 or Section 10.3, as the case may be, then the Indemnifying Party shall contribute
to the amount paid or payable by such Indemnified Party as a result of such Liability, in such proportion as shall be appropriate to reflect the relative benefits received by and the relative fault of the Indemnifying Party on the one hand and the
Indemnified Party on the other hand with respect to the matter giving rise to the Liability. 
 Section 10.7 Procedures
for Indemnification of Direct Claims. Each claim for indemnification made directly by the Indemnified Party against the Indemnifying Party that does not result from a Third Party Claim shall be asserted by written notice from the Indemnified
Party to the Indemnifying Party specifically claiming indemnification hereunder, which notice shall state the amount claimed, if known, and method of computation thereof, and shall contain a reference to the provisions of this Agreement in respect
of which such right of indemnification is claimed by such Indemnified Party. Such Indemnifying Party shall have a period of thirty (30) days after the receipt of such notice within which to respond thereto. If such Indemnifying Party does not
respond within such thirty (30) day period, such Indemnifying Party shall be deemed to have accepted responsibility for the indemnification sought and shall have no further right to contest the validity of such claim. If such Indemnifying Party
does respond within such thirty (30) day period and rejects such claim in whole or in part, such Indemnified Party shall be free to pursue resolution as provided in Article XI. 

  
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 Section 10.8 Procedures for Indemnification of Third Party Claims. 

(a) If an Indemnified Party shall receive notice of the assertion of a claim, or commencement of an Action, by a Third Party against it
(each, a “Third Party Claim”) that may give rise to a claim for indemnification pursuant to this Agreement, within thirty (30) days of the receipt of such notice, the Indemnified Party shall give the Indemnifying Party notice
of such Third Party Claim, which notice shall describe such Third Party Claim in reasonable detail; provided, however, that the failure to provide such notice as provided in this Section 10.8 shall not release the Indemnifying
Party from any of its obligations under this Article X except to the extent such Indemnifying Party is actually prejudiced by such failure to give notice. 
 (b) Each Indemnifying Party shall be entitled (but shall not be required) to assume and control the defense of each Third Party Claim at its expense and through counsel of its choice that is reasonably
acceptable to the Indemnified Party if it gives notice of its intention to do so to the Indemnified Party within thirty (30) days of the receipt of notice from the Indemnified Party in accordance with Section 10.8(a); provided,
however, that the Indemnifying Party shall not, without the prior written consent of the Indemnified Party, settle, compromise or offer to settle or compromise such Third Party Claim; provided, further, that such Indemnified
Party shall not withhold such consent if the settlement or compromise (i) contains no finding or admission of a violation of Law or a violation of the rights of a Person by the Indemnified Party or any of its Affiliates,
(ii) contains no finding or admission that would have an adverse effect on the Indemnified Party or any of its Affiliates as determined by the Indemnified Party in good faith, (iii) involves only monetary relief which the
Indemnifying Party has agreed to pay and does not contain an injunction or other non-monetary relief affecting the Indemnified Party or any of its Affiliates, and (iv) includes a full, irrevocable unconditional release of the Indemnified
Party from such Third Party Claim. 
 (c) If the Indemnifying Party elects to undertake the defense against a Third Party Claim
as provided by Section 10.8(b), the Indemnified Party shall cooperate with the Indemnifying Party with respect to such defense and shall have the right, but not the obligation, to participate in such defense and to employ separate counsel of
its choosing at its own expense; provided, however, that such expense shall be the responsibility of the Indemnifying Party if (i) the Indemnifying Party and the Indemnified Party are both named parties to the proceedings
and the Indemnified Party shall have reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential conflicts of interest (in which case the Indemnifying Party shall not be responsible
for expenses in respect of more than one counsel for the Indemnified Party in any single jurisdiction), or (ii) the Indemnified Party assumes the defense of the Third Party Claim after the Indemnifying Party has failed, in the reasonable
judgment of the Indemnified Party, to diligently defend the Third Party Claim after having elected to assume its defense. 

  
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 (d) If the Indemnifying Party (i) does not elect to assume the defense in
accordance with Section 10.8(b), or (ii) after assuming the defense of a Third Party Claim, fails to take reasonable steps necessary to defend diligently such Third Party Claim within ten (10) days after receiving written
notice from the Indemnified Party to the effect that the Indemnifying Party has so failed, the Indemnified Party shall have the right but not the obligation to assume its own defense; provided, however, that the Indemnified Party shall
not settle or compromise such Third Party Claim without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld. For the avoidance of doubt, the Indemnified Party’s right to indemnification for a Third Party
Claim shall not be adversely affected by assuming the defense of such Third Party Claim. 
 (e) Subject to Article IV, the
Indemnified Party and the Indemnifying Party shall cooperate in the defense of a Third Party Claim including by (i) expeditiously making available all witnesses, all pertinent records, all materials, and all information in each other’s
possession or under each other’s control relating to the Third Party Claim, (ii) assisting with litigation defense strategy, investigations, discovery preparation, trial preparation, and similar activities with respect to the Third Party Claim,
and (iii) using commercially reasonable efforts to avoid taking any action, or omitting to take any action, that would materially and adversely prejudice each other’s defense of, or actual or potential rights of recovery with respect to, the
Third Party Claim. The Indemnifying Party shall have no obligation in accordance with this Article X to an Indemnified Party for any Third Party Claim to the extent such Indemnified Party fails to comply with this Section 10.8(e) with respect to the
Third Party Claim and such failure shall have materially and adversely prejudiced the Indemnifying Party. 
 Section 10.9
Remedies Cumulative. The remedies provided in this Article X shall be cumulative and, subject to the provisions of Article XI, shall not preclude assertion by any Indemnified Party of any other rights or the seeking of any and all other
remedies against any Indemnifying Party. 
 Section 10.10 Survival of Indemnities. The rights and obligations of
each of SHLD and SHO and their respective Indemnified Parties hereto under this Article X shall survive the distribution, sale or other transfer by any party of any Assets or the assignment by it of any Liabilities. 

ARTICLE XI 

DISPUTE RESOLUTION 
 Section 11.1 Disputes. Except as otherwise specifically provided in any Ancillary Agreement (the terms of which, to the extent so provided therein, shall govern the resolution of
“Disputes” as that term is defined in the Ancillary Agreements), the procedures for discussion, negotiation and mediation set forth in this Article XI shall apply to all disputes, controversies or claims (whether arising in contract, tort
or otherwise) that may arise out of, relate to, arise under or in connection with, this Agreement or any Ancillary Agreement, or the transactions contemplated hereby or thereby (including, all actions taken in furtherance of the transactions
contemplated hereby or thereby on or prior to the Rights Closing Effective Time), between or among any member of the SHLD Group and the SHO Group (collectively, “Disputes”). 

  
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 Section 11.2 Dispute Resolution. 

(a) On the Rights Closing Effective Time, SHLD and SHO shall form a committee (the “Executive Committee”) that will
attempt to resolve all Disputes. The Executive Committee shall consist of two representatives designated by each party hereto and shall initially consist of the Chief Financial Officer and the General Counsel (or other chief legal officer) of each
party. Each party hereto may replace one or more of its representatives at any time upon notice to the other party hereto. 

(b) If a Dispute arises, no party hereto may take any formal legal action (such as seeking to terminate this Agreement, seeking mediation
in accordance with Section 11.3, or instituting or seeking any judicial or other legal action, relief, or remedy with respect to or arising out of this Agreement) unless such party has first (i) delivered a notice of dispute (the
“Dispute Notice”) to all of the members of the Executive Committee and (ii) complied with the terms of this Article XI; provided, however, that the foregoing shall not apply to any Disputes with respect to
compliance with obligations with respect to confidentiality or preservation of privilege. The Executive Committee shall meet no later than the 10th Business Day following delivery of the Dispute Notice (the “Dispute Meeting”) and
shall attempt to resolve each Dispute that is listed on the Dispute Notice. Each party hereto shall cause its designees on the Executive Committee to negotiate in good faith to resolve all Disputes in a timely manner. If by the 10th Business Day
following the Dispute Meeting the Executive Committee has not resolved all of the Disputes (the “Resolution Failure Date”), the parties shall proceed to mediate the unresolved Disputes (“Unresolved Disputes”) in
accordance with Section 11.3. 
 Section 11.3 Mediation of Unresolved Disputes. SHLD and SHO shall attempt to
resolve all Unresolved Disputes by non-binding mediation. SHLD and SHO shall negotiate in good faith to determine the mediator, the mediator’s compensation and related costs, and the applicable rules for the mediation. If by the 15th Business
Day following the Resolution Failure Date, SHLD and SHO have been unable to settle an Unresolved Dispute the obligations of Seller and Buyer in this Article XI shall terminate with respect to such Unresolved Dispute. 

Section 11.4 Continuity of Service and Performance. Unless otherwise agreed in writing, the parties hereto shall continue to
provide service and honor all other commitments under this Agreement and each Ancillary Agreement during the course of dispute resolution pursuant to the provisions of this Article XI with respect to all matters not subject to such Dispute.


  
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 ARTICLE XII 
 FURTHER ASSURANCES 
 Section 12.1 Further Assurances. 

(a) The parties hereto shall use all reasonable efforts to take, or cause to be taken, all appropriate action, to do or cause to be done
all things necessary, proper or advisable under applicable Law, and to execute and deliver such documents and other papers, as may be required to carry out the provisions of this Agreement and any Ancillary Agreement and to consummate and make
effective the transactions contemplated by this Agreement and the Ancillary Agreements, whether before or after the Rights Closing Effective Time. 
 (b) Without limiting the foregoing, prior to, on and after the Rights Closing Effective Time, each party hereto shall cooperate with the other party, and without any further consideration, but at the
expense of the requesting party, to execute and deliver, or use its reasonable efforts to cause to be executed and delivered, all instruments, including, instruments of conveyance, assignment and transfer, and to make all filings with, and to obtain
all necessary Consents and Governmental Approvals, including, under any permit, license, agreement, indenture or other instrument, and to take all such other actions as such party may reasonably be requested to take by any other party hereto from
time to time, consistent with the terms of this Agreement and the Ancillary Agreements, in order to effectuate the provisions and purposes of this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby.

 (c) SHLD will cause to be performed and hereby guarantees the performance of all actions, agreements and obligations set
forth herein to be performed by any member of the SHLD Group. SHO will cause to be performed and hereby guarantees the performance of all actions, agreements and obligations set forth herein to be performed by any member of the SHO Group.

 ARTICLE XIII 
 AMENDMENT AND TERMINATION 
 Section 13.1 Sole Discretion of SHLD.
Notwithstanding any other provision of this Agreement, until the Rights Distribution Date, SHLD shall have the sole and absolute discretion: 
 (a) to determine whether to proceed with all or any part of the Business Separation, and to determine the timing of and any and all conditions to the completion of the Business Separation or any part
thereof or of any other transaction contemplated by this Agreement; and 
 (b) to amend or otherwise change, delete or
supplement, from time to time, any term or element of the Business Separation or any other transaction contemplated by this Agreement. 

  
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 Section 13.2 Amendment and Termination. This Agreement may be amended,
supplemented, terminated and the transactions contemplated hereby may be modified or abandoned at any time without the approval of SHO or of the stockholders of SHLD in the sole and absolute discretion of SHLD: (a) prior to the Rights
Distribution Date, or (b) after the Rights Distribution Date but prior to the Rights Closing Effective Time, if the board of directors of SHLD determines, in its sole discretion, that the Rights Offering is not in the best interest of SHLD or
its shareholders, or that market conditions are such that it is not advisable to consummate the Rights Offering. In the event of a termination in accordance with the foregoing, this Agreement shall forthwith become void and there shall be no
Liability on the part of either party hereto; provided, however, such termination shall have no effect on any transactions effected prior to such termination pursuant to Article II and the Implementation Documents in connection
therewith shall remain in full force and effect in accordance with the terms thereof. After the Rights Closing Effective Time, this Agreement may not be amended, supplemented or terminated except by an agreement in writing signed by the parties
hereto. 
 ARTICLE XIV 
 MISCELLANEOUS 
 Section 14.1 LIMITATION OF LIABILITY. 

(a) IN NO EVENT SHALL ANY MEMBER OF THE SHLD GROUP OR THE SHO GROUP BE LIABLE TO ANY MEMBER OF THE SHO GROUP OR THE SHLD GROUP,
RESPECTIVELY, FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES OR LOST PROFITS, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING, NEGLIGENCE) ARISING IN ANY WAY OUT OF THIS AGREEMENT, WHETHER OR NOT SUCH PARTY HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; PROVIDED, HOWEVER, THAT THE FOREGOING LIMITATIONS SHALL NOT LIMIT AN INDEMNIFYING PARTY’S INDEMNIFICATION OBLIGATIONS HEREUNDER WITH RESPECT TO ANY LIABILITY ANY INDEMNIFIED PARTY
MAY HAVE TO ANY THIRD PARTY FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES OR LOST PROFITS, EXCEPT AS OTHERWISE PROVIDED IN THE ANCILLARY AGREEMENTS. 
 (b) Neither party hereto nor any member of its Group shall have any Liability to the other party’s Group in the event that any Information exchanged or provided pursuant to this Agreement that is an
estimate or forecast, or that is based on an estimate or forecast, is found to be inaccurate in the absence of willful misconduct by the providing Person. Neither party hereto nor any member of its Group shall have any Liability to the other
party’s Group if any Information is destroyed after reasonable best efforts by the Person from whom Information is requested, to comply with the provisions of Section 6.3. 

  
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 Section 14.2 Expenses. Except with respect to the SHO Assumed Transaction
Liabilities and as otherwise expressly set forth in any Ancillary Agreement, all fees, costs and expenses incurred in connection with the preparation, execution, delivery and implementation of this Agreement and the Ancillary Agreements, and the
consummation of the transactions contemplated hereby and thereby, shall be borne by SHLD. 
 Section 14.3
Counterparts. This Agreement may be executed and delivered (including by facsimile transmission) in counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original, but
all of which taken together shall constitute one and the same agreement. 
 Section 14.4 Notices. All notices,
requests, claims, demands and other communications hereunder shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by an internationally recognized overnight courier
service, by facsimile or email (with written confirmation of receipt), or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties hereto at the following addresses (or at such other address for a party
as shall be specified in a notice given in accordance with this Section 14.4): 
 If to SHLD, to: 

Sears Holdings Corporation 
 3333 Beverly Road 
 Hoffman Estates, Illinois 60179 

Attn.: General Counsel 
 Facsimile: (847) 286-2471 
 Email: Dane.Drobny@searshc.com 

If to SHO, to: 

Sears Hometown and Outlet Stores, Inc. 
 3333 Beverly Road 
 Hoffman Estates, Illinois 60179 

Attn.: General Counsel 
 Facsimile: (847) 286-0266 
 Email: Charles.Hansen@searshc.com 

Section 14.5 Public Announcements. Following the Rights Closing Effective Time, the parties hereto shall be permitted to
make, or cause to be made, any press release or public announcement in respect of this Agreement or the transactions 

  
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contemplated by this Agreement or otherwise communicate with any news media unless otherwise prohibited by Law or applicable stock exchange regulation or the provisions of this Agreement or any
Ancillary Agreement; provided, that the parties hereto shall consult with each other prior to issuing, and shall, subject to the requirements of Section 6.5, provide the other party the opportunity to review and comment upon, press releases and
other public statements in connection with the Business Separation, the Rights Offering or any of the other transactions contemplated hereby or by any Ancillary Agreement and prior to making any filings with any Governmental Authority or national
securities exchange with respect thereto. 
 Section 14.6 Severability. If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced by any Law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the
transactions contemplated by this Agreement is not affected in any manner materially adverse to either party hereto. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto
shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated by this Agreement are consummated as
originally contemplated to the greatest extent possible. 
 Section 14.7 Entire Agreement. This Agreement and the
Ancillary Agreements, including the exhibits and schedules thereto and together with all the agreements contemplated hereby and thereby (including the Implementation Documents), constitute the entire agreement of the parties hereto with respect to
the subject matter hereof and thereof and supersede all prior agreements and undertakings, both written and oral, between the parties hereto with respect to the subject matter hereof and thereof. 

Section 14.8 Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assigns. Except as otherwise provided for in this Agreement, this Agreement shall not be assignable, in whole or in part, directly or indirectly, by any party hereto without the prior written consent of the other
party, and any attempt to assign any rights or obligations arising under this Agreement without such consent shall be void. Notwithstanding the foregoing, a party hereto may assign this Agreement in connection with a merger transaction in which such
party is not the surviving entity or the sale by such party of all or substantially all of its Assets; provided, that the surviving entity of such merger or the transferee of such Assets shall agree in writing, reasonably satisfactory to the
other party, to be bound by the terms of this Agreement as if named as a party hereto. 
 Section 14.9 Third-Party
Beneficiaries. Except for the indemnification rights under this Agreement of any SHLD Indemnitee or SHO Indemnitee in their respective capacities as such, (a) the provisions of this Agreement are solely for the benefit of the parties
hereto and are not intended to confer upon any Person except the parties hereto 

  
 49 









 
any rights or remedies hereunder and (b) there are no third-party beneficiaries of this Agreement and this Agreement shall not provide any other Person with any remedy, claim,
liability, reimbursement, cause of action or other right in excess of those existing without reference to this Agreement. 

Section 14.10 Governing Law; Jurisdiction. 
 (a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of Illinois, without giving effect to the conflicts of law principles thereof. This Agreement will not be
subject to any of the provisions of the United Nations Convention on Contracts for the International Sale of Goods. 
 (b) Each
of the parties submits to the exclusive jurisdiction of all Illinois state courts and federal courts of the United States of America sitting in Cook County, Illinois, and all appellate courts to each thereof, in all actions and proceedings arising
out of or relating to this Agreement or the transactions contemplated hereby or for recognition or enforcement of all judgments relating thereto, and each of the parties (A) will commence all such actions and proceedings only in such courts,
(B) will cause all claims in respect of all such actions and proceedings to be heard and determined in such Illinois state court or, to the extent permitted by law, in such federal court, (C) waives, to the fullest extent it may legally
and effectively do so, all objections that it may now or hereafter have to the laying of venue of all such actions and proceedings in any such Illinois state or federal court, and (D) waives, to the fullest extent permitted by law, the defense
of an inconvenient forum to the maintenance of such actions and proceedings in all such Illinois state and federal courts. A final judgment in any such action or proceeding will be conclusive and may be enforced in other jurisdictions by suit on the
judgment or in any other manner provided by Law. Each party irrevocably consents to service of process in the manner provided for notices in Section 14.4. Nothing in this Agreement will affect the right of any party to serve process in any
other manner permitted by applicable Law. 
 Section 14.11 Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY
WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY
THIS AGREEMENT. EACH OF THE PARTIES HERETO HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO
ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN
THIS SECTION 14.11. 

  
 50 









 Section 14.12 Headings. The descriptive headings contained in this Agreement are
included for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement. 

Section 14.13 Interpretation. Words in the singular shall be held to include the plural and vice versa and words of one
gender shall be held to include the other gender as the context requires. The terms “hereof,” “herein” and “herewith” and words of similar import, unless otherwise stated, shall be construed to refer to this Agreement
as a whole (including all of the schedules, exhibits and appendices hereto) and not to any particular provision of this Agreement. Article, Section, Exhibit, and Schedule references are to the articles, sections, exhibits, and schedules of or to
this Agreement unless otherwise specified. Any reference herein to this Agreement, unless otherwise stated, shall be construed to refer to this Agreement as amended, supplemented or otherwise modified from time to time in accordance with the terms
hereof. The word “including” and words of similar import when used in this Agreement shall mean “including, without limitation,” unless the context otherwise requires or unless otherwise specified. The word “or” shall
not be exclusive. 
 Section 14.14 Specific Performance. In the event of any actual or threatened default in, or
breach of, any of the terms, conditions and provisions of this Agreement, the affected party shall have the right to specific performance and injunctive or other equitable relief of its rights under this Agreement, in addition to any and all other
rights and remedies at law or in equity, and all such rights and remedies shall be cumulative. The other Party shall not oppose the granting of such relief. The parties hereto agree that the remedies at law for any breach or threatened breach
hereof, including monetary damages, are inadequate compensation for any loss and that any defense in any action for specific performance that a remedy at law would be adequate is waived. Any requirements for the securing or posting of any bond with
such remedy are waived. 
 Section 14.15 Payment Terms. 

(a) Except as expressly provided to the contrary in this Agreement or in any Ancillary Agreement, any amount to be paid or reimbursed by
one party to the other under this Agreement shall be paid or reimbursed hereunder within ten (10) days after presentation of an invoice or a written demand therefor and setting forth, or accompanied by, reasonable documentation or other
reasonable explanation supporting such amount. 
 (b) Except as expressly provided to the contrary in this Agreement or in any
Ancillary Agreement, any amount not paid when due pursuant to this Agreement (and any amount billed or otherwise invoiced or demanded and properly payable that is not paid within ten (10) days of such bill, invoice or other demand) shall bear
interest at a 

  
 51 









 
rate per annum equal to the prime rate plus 2% (or the maximum legal rate, whichever is lower), calculated for the actual number of days elapsed, accrued from the date on which such payment was
due up to the date of the actual receipt of payment. 
 Section 14.16 Survival of Covenants. Except as expressly set
forth in this Agreement, the covenants, representations and warranties contained in this Agreement, and the Liabilities for the breach of any obligations contained herein, shall survive the Rights Closing Effective Time and shall remain in full
force and effect. 
 Section 14.17 Waiver. Either party hereto to this Agreement may (i) extend the time
for the performance of any of the obligations or other acts of the other party and (ii) waive compliance with any of the agreements of the other party or conditions to such party’s obligations contained herein. Any such extension or
waiver shall be valid only if set forth in an instrument in writing signed by the party against whom it is sought to enforce such extension or waiver. Any waiver of any term or condition shall not be construed as a waiver of any subsequent breach or
a subsequent waiver of the same term or condition, or a waiver of any other term or condition of this Agreement. The failure of either party hereto to assert any of its rights hereunder shall not constitute a waiver of any of such rights.

 Section 14.18 Condition Precedent to the Effectiveness of this Agreement. This Agreement will not become
effective until it has been approved by the Audit Committee of the Board of Directors of SHLD. 
 Section 14.19
Counterparts; Facsimile Signatures. This Agreement and any amendment hereto may be executed in multiple counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement. Delivery of
an executed counterpart of a signature page to this Agreement by facsimile or by email delivery of scanned pages (e.g., “.pdf” format data files) shall be effective as delivery of a manually executed counterpart to this Agreement.

 [Signature page follows] 

  
 52 









 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the
date first written above by their respective officers thereunto duly authorized. 
  

			
	SEARS HOLDINGS CORPORATION
		
	By:	 	 /s/ William K. Phelan

		 	Name: William K. Phelan
		 	Title:   Senior Vice President, Finance
	
	SEARS HOMETOWN AND OUTLET STORES, INC.
		
	By:	 	 /s/ John E. Ethridge II

		 	 Name: John E. Ethridge II

Title:    Vice President, Supply Chain and Technology




  
 53 









 Schedule 1.1(a) 

HOMETOWN LOCATIONS 
  

									
	Store
Number	  	Address	  	Town	  	State	  	Zip
	1444	  	56 Westport Ave	  	Norwalk	  	CT	  	06851
	1483	  	360 N. Bedford Rd.	  	Mt. Kisco	  	NY	  	10549
	1801	  	2156 Michigan Ave	  	Arnold	  	MO	  	63010
	1806	  	3871 Mexico Rd.	  	St. Charles	  	MO	  	63303
	1860	  	1758 Douglas Road	  	Oswego	  	IL	  	60543
	1861	  	106 Hansen Blvd	  	N. Aurora	  	IL	  	60542
	2194	  	13600 Baltimore Ave	  	Laurell	  	MD	  	20707
	2552	  	6000 Greenbelt Road	  	Greenbelt	  	MD	  	20770
	2566	  	10757 Ulmerton Rd.	  	Largo	  	FL	  	33778
	2925	  	14444 N. Dale Mabry Hwy	  	Tampa (Carrollwood)	  	FL	  	33618
	5044	  	10 Pitkin Road	  	Vernon/Rockville	  	CT	  	06066
	4718	  	4036 Grand Ave.	  	Chino	  	CA	  	91710
	5087	  	1387 Kingwood Drive	  	Kingwood	  	TX	  	77339
	5113	  	7740 City Line Avenue	  	Philadelphia	  	PA	  	19151
	5133	  	220-05 Hillside Avenue	  	Queens	  	NY	  	11427









									
	Store
Number	  	Address	  	Town	  	State	  	Zip
	5153	  	367-389 Sunrise Highway	  	Patchogue	  	NY	  	11772
	5154	  	852 N. Colony	  	Wallingford	  	CT	  	06492
	5157	  	6169 US Route 6	  	Portage	  	IN	  	46368
	5173	  	985 Bloomfield Ave., Ste.2	  	West Caldwell	  	NJ	  	07006
	5291	  	1150 U.S. Highway 41	  	Schererville	  	IN	  	46375
	5301	  	1800 W. Henderson Rd.	  	Columbus	  	OH	  	43220
	5340	  	11728 Fishers Crossing Drive	  	Fishers	  	IN	  	46038
	5344	  	225 N. Route 73	  	West Berlin	  	NJ	  	08091
	5351	  	7010 W. 159TH St.	  	Orland Park	  	IL	  	60462
	5360	  	4849 W. 111th Street	  	Alsip	  	IL	  	60803
	5394	  	450 S. Washington Street	  	Bergenfield	  	NJ	  	07621
	5401	  	285 N. Sunbury Rd.	  	Westerville	  	OH	  	43081
	5471	  	N 96 W 18650 Country Line Rd.	  	Germantown	  	WI	  	53022
	5481	  	2575 Hilliard-Rome Road	  	Columbus	  	OH	  	43026
	5484	  	705 Bridgeport Avenue	  	Shelton	  	CT	  	06484
	3085	  	2518 Sycamore Road	  	Dekalb	  	IL	  	60115


  
 2 









									
	Store
Number	  	Address	  	Town	  	State	  	Zip
	5502	  	3990 US 22 & 3	  	Loveland	  	OH	  	45140
	5523	  	5137 Nesconset Highway	  	Port Jefferson Station	  	NY	  	11776
	5564	  	1075 Hill Road North	  	Pickerington	  	OH	  	43147
	5702	  	200 N. Weber Road	  	Bolingbrook	  	IL	  	60440
	5772	  	832 South Rand Road	  	Lake Zurich	  	IL	  	60047
	5814	  	1235 Farmington Ave. Rte. 6	  	Bristol	  	CT	  	06010
	5873	  	1764 Sheridan Drive	  	Tonawanda	  	NY	  	14223
	5904	  	1032 Oneida Plaza Drive	  	Oneida	  	NY	  	13421
	5914	  	1019 Montauk Highway	  	Shirley	  	NY	  	11967
	5923	  	229 Plaza Blvd.	  	Morrisville	  	PA	  	19067
	5934	  	700 Kenhorst Plaza	  	Reading	  	PA	  	19607
	5954	  	29 North Ridge Drive	  	North Windham	  	CT	  	06256
	5031	  	5425 East Thompson Road	  	Indianapolis	  	IN	  	46237
	5041	  	1270 Strongbow	  	Valparaiso	  	IN	  	46383
	5050	  	925 Ogden Ave.	  	Downers Grove	  	IL	  	60515
	5034	  	265 Main Street (Rt.28)	  	N. Reading	  	MA	  	01864


  
 3 









									
	Store
Number	  	Address	  	Town	  	State	  	Zip
	7497	  	300 Center Drive	  	Superior	  	CO	  	80027
	7569	  	66 Hiram Douglasville Highway	  	Hiram	  	GA	  	30141
	7674	  	2716 E. Main St.	  	St. Charles	  	IL	  	60174
	7693	  	1475 Stafford Market Place	  	Stafford	  	VA	  	22556
	7703	  	1145 High ridge Rd.	  	Stamford	  	CT	  	06905
	7860	  	203 Randall Rd.	  	S. Elgin	  	IL	  	60177
	5002	  	10400 E. US Hwy. 36 Ste 600	  	Avon	  	IN	  	46123
	5003	  	2214 W. Gennesse Street	  	Westvale	  	NY	  	13219
	5062	  	2000 East Dorothy Lane	  	Kettering	  	OH	  	45420
	5073	  	5847 S. Transit Road	  	Lockport	  	NY	  	14094
	5080	  	4655 Dixie Hwy.	  	Fairfield	  	OH	  	45014
	5104	  	585 Portion Road	  	Lake Ronkonkoma	  	NY	  	11779
	3005	  	1905 Scenic Highway	  	Snellville	  	GA	  	30078
	3015	  	2569 Peachtree Parkway, Suite 270	  	Cumming (Suwanee)	  	GA	  	30041
	9201	  	2150 N. Josey Lane	  	Carrollton	  	TX	  	75006
	3004	  	1674 Marketplace Blvd.	  	Cumming	  	GA	  	30041


  
 4 









									
	Store
Number	  	Address	  	Town	  	State	  	Zip
	3034	  	2239 Georgia Highway 20	  	Conyers	  	GA	  	30013
	9291	  	2750 Heritage Drive	  	Delafield	  	WI	  	53018
	9292	  	10954 N. Port Washington Rd.	  	Mequon	  	WI	  	53092
	3096	  	798 Lawrenceville-Suwanee Rd.	  	Lawrenceville	  	GA	  	30043
	3116	  	1563 Highway 20 W	  	McDonough	  	GA	  	30253
	1836	  	439 E. Nelson St.	  	Lexington	  	VA	  	24450
	1866	  	1010 E Loop 304	  	Crockett	  	TX	  	75835
	2562	  	764 E. 15th Street	  	Yazoo City	  	MS	  	39194
	2579	  	2582 S. Santiam Hwy	  	Lebanon	  	OR	  	97355
	3054	  	60 Downeast Hwy	  	Ellsworth	  	ME	  	04605
	3099	  	1325 E. Jackson Street	  	Macomb	  	IL	  	61455
	3157	  	1721 Paragould Plaza	  	Paragould	  	AR	  	72450
	3334	  	1515 N.E. 3rd, Suite B	  	Prineville	  	OR	  	97754
	3346	  	19588 Greeno Road	  	Fairhope	  	AL	  	36532
	3500	  	1997 E. Platte Ave	  	Fort Morgan	  	CO	  	80701
	3684	  	2417 Tongass Ave	  	Ketchikan	  	AK	  	99901


  
 5 









									
	Store
Number	  	Address	  	Town	  	State	  	Zip
	5231	  	350 Eagle Drive	  	Rochelle	  	IL	  	61068
	3061	  	701 South Newport Road	  	Pontiac	  	IL	  	61764
	3202	  	1013 Old Hwy 52	  	Moncks Corner	  	SC	  	29461
	3229	  	2910 S. Walton Blvd.	  	Bentonville	  	AR	  	72712
	3339	  	1046 Paseo Del Pueblo	  	Taos	  	NM	  	87571
	3350	  	West Gate Shopping Center	  	Tiffin	  	OH	  	44883
	3394	  	1521 Postal Rd.	  	Chester/Kent Island	  	MD	  	21619
	3638	  	57840 29 Palms Highway	  	Yucca Valley	  	CA	  	92284
	3661	  	8991 Ohio River Rd.	  	Wheelersburg	  	OH	  	45694
	3678	  	1361 Rocking “W” Drive	  	Bishop	  	CA	  	93514
	3691	  	513 Huck Finn Shopping Center	  	Hannibal	  	MO	  	63401
	7658	  	2445 NW Kings Blvd.	  	Corvallis	  	OR	  	97330
	7816	  	200 Able Drive, Suite 9	  	Dayton	  	TN	  	37321
	3945	  	1602B East Shotwell Street	  	Bainbridge	  	GA	  	39819
	9248	  	Hale Hana Center	  	Kailua-Kona	  	HI	  	96740
	5343	  	4480 Atlantic Avenue	  	Long Beach	  	CA	  	90807


  
 6 









									
	Store
Number	  	Address	  	Town	  	State	  	Zip
	5359	  	6465 Ming Avenue	  	Bakersfield	  	CA	  	93309
	5606	  	1151 Anderson Drive	  	San Rafael	  	CA	  	94901
	5609	  	1390 North McDowell Boulevard	  	Petaluma	  	CA	  	94954
	5612	  	1450 First Street	  	Livermore	  	CA	  	94550
	5615	  	1015 West Hammer Lane	  	Stockton	  	CA	  	95209
	5626	  	5445 Blackstone Avenue	  	Fresno	  	CA	  	93710
	5628	  	800 Playa Avenue	  	Sand City	  	CA	  	93955
	5633	  	5130 Mowry Avenue	  	Fremont	  	CA	  	94538
	5635	  	125 North Milpitas Boulevard	  	Milpitas	  	CA	  	95035
	5636	  	900 El Camino Real	  	Millbrae	  	CA	  	94030
	5637	  	2110 Middlefield Road	  	Redwood City	  	CA	  	94063
	5642	  	2245 Gellert Boulevard	  	South San Francisco	  	CA	  	94080
	5643	  	2555 Charleston Road	  	Mountain View	  	CA	  	94043
	5645	  	720 W. San Carlos St.	  	San Jose	  	CA	  	95126
	5648	  	777 Sunnyvale-Saratoga Rd.	  	Sunnyvale	  	CA	  	94087
	5650	  	1751 East Capitol Expressway	  	San Jose	  	CA	  	95121


  
 7 









									
	Store
Number	  	Address	  	Town	  	State	  	Zip
	5654	  	5365 Prospect Road	  	San Jose	  	CA	  	95129
	5656	  	3425 East Colorado Boulevard	  	Pasadena	  	CA	  	91107
	5657	  	452 Fair Oaks Avenue	  	South Pasadena	  	CA	  	91030
	5658	  	641 North Victory Boulevard	  	Burbank	  	CA	  	91502
	5663	  	3100 Foothill Boulevard	  	La Crescenta	  	CA	  	91214
	5674	  	1800 Oakdale Road	  	Modesto	  	CA	  	95355
	5681	  	1536 East Champlain Drive	  	Fresno	  	CA	  	93720
	5682	  	220 Peabody Road	  	Vacaville	  	CA	  	95687
	5686	  	1751 Eastshore Boulevard	  	El Cerrito	  	CA	  	94530
	3782	  	9109 Mendenhall Mall Road	  	Juneau	  	AK	  	99801
	3650	  	621 Boll Weevil Circle	  	Enterprise	  	AL	  	36330
	3704	  	1502 Hwy 80 East	  	Demopolis	  	AL	  	36732
	3992	  	1023 Douglas Ave.	  	Brewton	  	AL	  	36426
	3105	  	204 West Bypass	  	Andalusia	  	AL	  	36420
	3646	  	1908 2nd Ave. E.	  	Oneonta	  	AL	  	35121
	3695	  	2918 20th Ave	  	Valley	  	AL	  	36854


  
 8 









									
	Store
Number	  	Address	  	Town	  	State	  	Zip
	3852	  	4435 N. College Ave	  	Jackson	  	AL	  	36545
	3951	  	1234 North Eufaula Avenue	  	Eufaula	  	AL	  	36027
	3675	  	690 McQueen Smith Rd. So.	  	Prattville	  	AL	  	36066
	3356	  	118 Butler Square	  	Greenville	  	AL	  	36037
	3135	  	5850 US Highway 431	  	Albertville	  	AL	  	35950
	3145	  	724 Parkland S/C North	  	Jasper	  	AL	  	35501
	3566	  	823 Highway 72 West	  	Athens	  	AL	  	35611
	3721	  	3052 Hwy # 5 North	  	Thomasville	  	AL	  	36784
	3075	  	1726 A Cherokee Ave SW	  	Cullman	  	AL	  	35055
	3393	  	103 U.S. Hwy 231 No.	  	Troy	  	AL	  	36081
	5770	  	3798 S. McKenzie Street	  	Foley	  	AL	  	36535
	3911	  	P.O. Box 11750	  	Jackson	  	WY	  	83002
	3127	  	1320 North Main Street	  	Harrison	  	AR	  	72601
	3147	  	1029 Highway 62 East	  	Mountain Home	  	AR	  	72653
	3207	  	908 South Mena Street	  	Mena	  	AR	  	71953
	3709	  	2607 Hwy 67 South	  	Pocahontas	  	AR	  	72455


  
 9 









									
	Store
Number	  	Address	  	Town	  	State	  	Zip
	3007	  	749 Wal-Mart Access Road	  	Monticello	  	AR	  	71655
	3217	  	201 Skyline Drive	  	Conway	  	AR	  	72032
	2736	  	107 Meadow View Drive	  	Mountain View	  	AR	  	72560
	3087	  	150 Garden Oaks Drive	  	Camden	  	AR	  	71701
	3587	  	1110 Ferguson Drive	  	Benton	  	AR	  	72015
	3794	  	475 Hwy 62/412	  	Ash Flat	  	AR	  	72513
	3797	  	1517 C. East Main	  	Magnolia	  	AR	  	71753
	3854	  	1301 North Hervey Street	  	Hope	  	AR	  	71801
	5270	  	23 South Park Shopping Center	  	Nashville	  	AR	  	71852
	3057	  	2395 Harrison St.	  	Batesville	  	AR	  	72501
	3097	  	605 West Main Street	  	Clarksville	  	AR	  	72830
	3117	  	828 North Washington	  	Forrest City	  	AR	  	72335
	3777	  	209 Shopping Way	  	West Memphis	  	AR	  	72301
	3873	  	1010 Hwy 25 B North	  	Heber Springs	  	AR	  	72543
	3880	  	702 Hwy 64 E	  	Wynne	  	AR	  	72396
	3187	  	2310 E. Race Avenue	  	Searcy	  	AR	  	72143


  
 10 










									
	Store
Number	  	Address	  	Town	  	State	  	Zip
	7726	  	4905 Hwy 7 North	  	Hot Springs Village	  	AR	  	71909
	3926	  	1005 Highway #49 West	  	West Helena	  	AR	  	72390
	1841	  	13212 N. Saguaro Blvd.	  	Fountain Hills	  	AZ	  	85268
	9219	  	49693 Harrison Street	  	Coachella	  	CA	  	92236
	3089	  	3115 Stockton Hill Road	  	Kingman	  	AZ	  	86401
	3017	  	113 E. Hwy 260	  	Payson	  	AZ	  	85541
	3037	  	1427 East Highway 89-A	  	Cottonwood	  	AZ	  	86326
	3656	  	115 W. Esperanza	  	Green Valley	  	AZ	  	85614
	3823	  	1355 E. Florence Blvd.	  	Casa Grande	  	AZ	  	85122
	3618	  	1009 North H Street	  	Lompoc	  	CA	  	93436
	3748	  	580 S. Jaye Street	  	Porterville	  	CA	  	93257
	3749	  	3352 Floral Avenue #103	  	Selma	  	CA	  	93662
	7728	  	270 E. Hwy 264, Unit A	  	Buellton	  	CA	  	93427
	2169	  	12047 Donner Pass Road	  	Truckee	  	CA	  	96161
	3039	  	201 S. Gateway Drive	  	Madera	  	CA	  	93637
	3079	  	621 North Golden State Blvd.	  	Turlock	  	CA	  	95380


  
 11 










									
	Store
Number	  	Address	  	Town	  	State	  	Zip
	3119	  	570 South Main	  	Red Bluff	  	CA	  	96080
	3437	  	860 North Yosemite Ave.	  	Oakdale	  	CA	  	95361
	3999	  	220 Center St.	  	Taft	  	CA	  	93268
	3169	  	384 Placerville Drive	  	Placerville	  	CA	  	95667
	3179	  	120 North China Lake Blvd.	  	Ridgecrest	  	CA	  	93555
	6911	  	8209 California City Blvd.	  	California City	  	CA	  	93505
	7609	  	3000 Green Valley	  	Cameron Park	  	CA	  	95682
	3078	  	310 Colorado	  	Lajunta	  	CO	  	81050
	3188	  	130 Broadway	  	Sterling	  	CO	  	80751
	3600	  	1291 Blue River Parkway	  	Silverthorne	  	CO	  	80498
	3642	  	1 E. Main Street	  	Cortez	  	CO	  	81321
	3198	  	2851 Riverside Plaza	  	Steamboat Springs	  	CO	  	80487
	3168	  	1445 Hawk Parkway	  	Montrose	  	CO	  	81401
	3208	  	800 South Camino Del Rio	  	Durango	  	CO	  	81301
	3141	  	1900 Airport Road	  	Rifle	  	CO	  	81650
	3858	  	2128 Freedom Rd.	  	Trinidad	  	CO	  	81082


  
 12 










									
	Store
Number	  	Address	  	Town	  	State	  	Zip
	7218	  	1000 North Main Street	  	Gunnison	  	CO	  	81230
	5194	  	199 Old Hartford Rd.	  	Colchester	  	CT	  	06415
	3384	  	380 New Hartford Road	  	Barkhamsted	  	CT	  	06063
	5193	  	507 Danbury Rd.	  	New Milford	  	CT	  	06776
	4763	  	1007 Pulaski Hwy	  	Havre de Grace	  	MD	  	21078
	6979	  	656A North DuPont Hwy	  	Milford	  	DE	  	19963
	1845	  	3207 S US Hwy 1	  	Ft. Pierce	  	FL	  	34982
	3745	  	1441 South Dixie Freeway	  	New Smyrna Beach	  	FL	  	32168
	3175	  	904 S. State Rd. 19	  	Palatka	  	FL	  	32177
	3195	  	2121 US 1 South, Space 10	  	Saint Augustine	  	FL	  	32086
	3775	  	4888 W. Palm Coast Parkway	  	Palm Coast	  	FL	  	32137
	7070	  	2708 Santa Barbara Blvd.	  	Cape Coral	  	FL	  	33914
	3725	  	1133 Industrial Drive	  	Crestview	  	FL	  	32539
	7285	  	4181 B South Tamiami Trail	  	Venice	  	FL	  	34293
	3975	  	455 South Indiana Avenue	  	Englewood	  	FL	  	34223
	9916	  	731 E. Hwy 50	  	Clermont	  	FL	  	34711


  
 13 










									
	Store
Number	  	Address	  	Town	  	State	  	Zip
	7720	  	411 W. Madison Street	  	Starke	  	FL	  	32091
	7378	  	11223 North Williams St.	  	Dunnellon	  	FL	  	34432
	5221	  	2505 Okeechobee Blvd.	  	West Palm Beach	  	FL	  	33409
	3215	  	1118A S. 14th Street	  	Fernandina Beach	  	FL	  	32034
	5162	  	28340 Trails Edge Blvd.	  	Bonita Springs	  	FL	  	34134
	3696	  	124 Rodgers Blvd.	  	Chiefland	  	FL	  	32626
	1855	  	131 W. Main Street	  	Wauchula	  	FL	  	33873
	1912	  	110 NE Second Place	  	Cape Coral	  	FL	  	33909
	3150	  	16750 South US Hwy 441	  	Summerfield	  	FL	  	34491
	3211	  	4747 Hwy 90 East	  	Marianna	  	FL	  	32446
	5321	  	7422 Gall Blvd.	  	Zephyrhills	  	FL	  	33541
	3245	  	792 East John Sims Pky	  	Niceville	  	FL	  	32578
	3815	  	1660 Hwy 41 North	  	Inverness	  	FL	  	34450
	7709	  	4563 Bell Lane	  	Milton	  	FL	  	32571
	3977	  	406 E. Main St.	  	Dahlonega	  	GA	  	30533
	3255	  	215 South Grant Street	  	Fitzgerald	  	GA	  	31750


  
 14 










									
	Store
Number	  	Address	  	Town	  	State	  	Zip
	3307	  	40 Greenway Court	  	Newnan	  	GA	  	30265
	3316	  	2707 East First Street	  	Vidalia	  	GA	  	30474
	3955	  	516 South Peterson	  	Douglas	  	GA	  	31533
	3265	  	103 B General Screven Way	  	Hinesville	  	GA	  	31313
	3515	  	1202 South Park Street	  	Carrollton	  	GA	  	30117
	3798	  	306 Riddleville Rd.	  	Sandersville	  	GA	  	31082
	3896	  	60 Sears Way	  	Blairsville	  	GA	  	30512
	3986	  	15082 U.S. 19 N	  	Thomasville	  	GA	  	31757
	3405	  	1503 Hwy 16 West	  	Griffin	  	GA	  	30223
	3295	  	1831 N. Columbia St.	  	Milledgeville	  	GA	  	31061
	3305	  	977 South 1st Street	  	Jesup	  	GA	  	31545
	2706	  	832 Dacula Road	  	Dacula	  	GA	  	30019
	4855	  	2476 Memorial Drive	  	Waycross	  	GA	  	31503
	1846	  	1124 Greensboro Rd. N.E.	  	Eatonton	  	GA	  	31024
	3321	  	110 Bluffs Parkway	  	Canton	  	GA	  	30114
	3385	  	718 Northside Drive East	  	Statesboro	  	GA	  	30458


  
 15 










									
	Store
Number	  	Address	  	Town	  	State	  	Zip
	3635	  	67 Fowler Street	  	East Ellijay	  	GA	  	30539
	3856	  	200 Golden Circle	  	Calhoun	  	GA	  	30701
	3365	  	28 Hawthorn Ln.	  	Saint Marys	  	GA	  	31558
	3655	  	40099 Highway 441	  	Commerce	  	GA	  	30529
	3713	  	528 South Main Street	  	Swainsboro	  	GA	  	30401
	3845	  	500 Great Oaks Drive	  	Monroe	  	GA	  	30655
	7343	  	305 West Patton Street	  	LaFayette	  	GA	  	30728
	7476	  	877 Congo Connection	  	Eastman	  	GA	  	31023
	7559	  	1328 Buford Hwy, Ste 110	  	Buford	  	GA	  	30518
	3925	  	2417 S Main Street	  	Moultrie	  	GA	  	31768
	3971	  	663 Main Street	  	Thomson	  	GA	  	30824
	7371	  	701 Seneca Street	  	Storm Lake	  	IA	  	50588
	2941	  	1001 Short Street	  	Decorah	  	IA	  	52101
	3200	  	1108 Heires Avenue	  	Carroll	  	IA	  	51401
	4899	  	1301 W. Burlington Ave.	  	Fairfield	  	IA	  	52556
	9632	  	1815 Lincoln Way	  	Clinton	  	IA	  	52732


  
 16 










									
	Store
Number	  	Address	  	Town	  	State	  	Zip
	3502	  	3533 Main Street	  	Keokuk	  	IA	  	52632
	4663	  	300 West Hickman Rd.	  	Waukee	  	IA	  	50263
	5186	  	1676 Sycamore Street	  	Iowa City	  	IA	  	52240
	3230	  	2390 Park Street	  	Sheldon	  	IA	  	51201
	3268	  	507 Iowa Avenue West	  	Marshalltown	  	IA	  	50158
	7902	  	1607 E. 7th Street	  	Atlantic	  	IA	  	50022
	9605	  	2020 16th Ave. SW	  	Cedar Rapids	  	IA	  	52404
	3121	  	3309 Caldwell Blvd.	  	Nampa	  	ID	  	83651
	3151	  	2338 Overland Ave.	  	Burley	  	ID	  	83318
	3290	  	664 North 2nd East	  	Rexburg	  	ID	  	83440
	3379	  	1480 West Park Plaza	  	Ontario	  	OR	  	97914
	2572	  	1679 S. State Street	  	Jerseyville	  	IL	  	62052
	3002	  	1844 Southwest Avenue	  	Freeport	  	IL	  	61032
	3820	  	1349 Jamie Lane	  	Waterloo	  	IL	  	62298
	3671	  	1350 E. Mall Drive	  	Carbondale	  	IL	  	62901
	3681	  	601 N. Commercial	  	Harrisburg	  	IL	  	62946


  
 17 










									
	Store
Number	  	Address	  	Town	  	State	  	Zip
	5272	  	410 Southwind Plaza	  	Mt. Vernon	  	IN	  	47620
	3022	  	1306 Thelma Keller Avenue	  	Effingham	  	IL	  	62401
	3282	  	117 S. Center Street	  	Plano	  	IL	  	60545
	3304	  	1411 W. Main	  	Fairfield	  	IL	  	62837
	3970	  	19 Litchfield Plaza Shopping Ctr.	  	Litchfield	  	IL	  	62056
	7960	  	313 Mattes Avenue	  	Vandalia	  	IL	  	62471
	9607	  	425 Southtowne Drive	  	Belvidere	  	IL	  	61008
	5220	  	4035 S. Michigan Street	  	South Bend	  	IN	  	46614
	3152	  	419 Clifty Dr.	  	Madison	  	IN	  	47250
	1832	  	561 West Connexion Way, Suite 1	  	Columbia City	  	IN	  	46725
	1852	  	27A Putnam Plaza	  	Greencastle	  	IN	  	46135
	3652	  	510 Saraina Rd.	  	Shelbyville	  	IN	  	46176
	1870	  	352 S. Willowbrook Road	  	Coldwater	  	MI	  	49036
	3760	  	1221 North Wayne	  	Angola	  	IN	  	46703
	3212	  	1815 North 6th Street	  	Vincennes	  	IN	  	47591
	1842	  	247 E. Walnut Street	  	North Vernon	  	IN	  	47265


  
 18 










									
	Store
Number	  	Address	  	Town	  	State	  	Zip
	3081	  	2940 Miller Drive	  	Plymouth	  	IN	  	46563
	3101	  	102 Sycamore Estates	  	Aurora	  	IN	  	47001
	3112	  	105 West 24th Street	  	Connersville	  	IN	  	47331
	3281	  	1016 W 7th Street	  	Auburn	  	IN	  	46706
	3482	  	2816 Frontage Road	  	Warsaw	  	IN	  	46580
	3612	  	1760 U.S. 231 South	  	Crawfordsville	  	IN	  	47933
	3056	  	1607 W. Broadway	  	Princeton	  	IN	  	47670
	3120	  	1480 Old Highway 135 NE	  	Corydon	  	IN	  	47112
	3243	  	2236 North Lebanon St.	  	Lebanon	  	IN	  	46052
	3266	  	3005 South 14th Street	  	New Castle	  	IN	  	47362
	3834	  	2943 John Williams Blvd.	  	Bedford	  	IN	  	47421
	3320	  	221 Apache Drive	  	Rochester	  	IN	  	46975
	7433	  	1244 W. Main Street	  	Greenfield	  	IN	  	46140
	7630	  	1866 Northwood Plaza Drive	  	Franklin	  	IN	  	46131
	7742	  	17160 Dragonfly Drive	  	Noblesville	  	IN	  	46060
	3318	  	2604 Main Street	  	Parsons	  	KS	  	67357


  
 19 










									
	Store
Number	  	Address	  	Town	  	State	  	Zip
	3581	  	102 East Main Street	  	Chanute	  	KS	  	66720
	3161	  	1435 Cleveland Ave	  	Marinette	  	WI	  	54143
	3231	  	322 North Lincoln Road	  	Escanaba	  	MI	  	49829
	3326	  	101 N. Washington Street	  	Junction City	  	KS	  	66441
	3330	  	2515 - 10th Street	  	Great Bend	  	KS	  	67530
	3732	  	300 South Main	  	Pratt	  	KS	  	67124
	3122	  	130 North Main	  	El Dorado	  	KS	  	67042
	3218	  	220 S. Main Street	  	Ottawa	  	KS	  	66067
	3257	  	2601 Central	  	Dodge City	  	KS	  	67801
	3351	  	505 N. Poplar	  	Newton	  	KS	  	67114
	3560	  	311 North Main	  	McPherson	  	KS	  	67460
	3781	  	1937 South Range Ave	  	Colby	  	KS	  	67701
	7638	  	7017 Alexandria Pike	  	Alexandria	  	KY	  	41001
	3294	  	830 Eastern Bypass	  	Richmond	  	KY	  	40475
	3849	  	196 Frankfort Rd.	  	Shelbyville	  	KY	  	40065
	3076	  	845B South Main Street	  	London	  	KY	  	40741


  
 20 










									
	Store
Number	  	Address	  	Town	  	State	  	Zip
	3126	  	804 South 4th Street	  	Danville	  	KY	  	40422
	3864	  	1000 E. Cumberland Gap Parkway, B-23867	  	Corbin	  	KY	  	40701
	3874	  	1500 N. Main St.	  	Monticello	  	KY	  	42633
	3933	  	624 Jefferson Ave	  	Paintsville	  	KY	  	41240
	5232	  	401 Outlet Center Dr.	  	Georgetown	  	KY	  	40324
	3544	  	2412 Fort Campbell Blvd.	  	Hopkinsville	  	KY	  	42240
	3787	  	234 W. Main St.	  	Camden	  	TN	  	38320
	2726	  	1640 Second Street	  	Henderson	  	KY	  	42420
	3173	  	1370 Flemingsburg Rd.	  	Morehead	  	KY	  	40351
	3847	  	3411 Hwy 119 North	  	Mayking	  	KY	  	41837
	3146	  	170 Town Mountain Road	  	Pikeville	  	KY	  	41501
	3343	  	168 Village Center Road	  	Harlan	  	KY	  	40831
	3555	  	110 Madison Square Ave.	  	Madisonville	  	KY	  	42431
	3575	  	50 Tucker Drive	  	Maysville	  	KY	  	41056
	3829	  	850 Hwy 15 South	  	Jackson	  	KY	  	41339
	7727	  	651 Downing Pines Road	  	West Monroe	  	LA	  	71292


  
 21 










									
	Store
Number	  	Address	  	Town	  	State	  	Zip
	3843	  	1226 Elton Rd.	  	Jennings	  	LA	  	70546
	3277	  	837 US Hwy 90	  	Bayou Vista	  	LA	  	70380
	3287	  	4278 University Parkway	  	Natchitoches	  	LA	  	71457
	9209	  	252 Main Street	  	Baker	  	LA	  	70714
	3526	  	340 East Laurel	  	Eunice	  	LA	  	70535
	3577	  	1339 North Pine	  	Deridder	  	LA	  	70634
	5215	  	161 Richland Place	  	Monroe	  	LA	  	71203
	3047	  	105 Carrollwood Avenue	  	Laplace	  	LA	  	70068
	3422	  	1701 Commerce St.	  	Ruston	  	LA	  	71270
	3741	  	7300 Read Blvd.	  	New Orleans	  	LA	  	70127
	7123	  	9356 S. Mansfield Rd.	  	Shreveport	  	LA	  	71118
	3963	  	901 Creswell Lane	  	Opelousas	  	LA	  	70570
	3978	  	206 Elizabeth St.	  	Many	  	LA	  	71449
	7954	  	12715 Highway 90	  	Luling	  	LA	  	70070
	7545	  	146 Eastern Ave.	  	Gloucester	  	MA	  	01930
	3609	  	124 West St.	  	Ware	  	MA	  	01082


  
 22 










									
	Store
Number	  	Address	  	Town	  	State	  	Zip
	5192	  	136 Route 6A, Unit B6	  	Orleans	  	MA	  	02653
	6966	  	189 Russell Street	  	Hadley	  	MA	  	01035
	9698	  	1167 Providence Rd.	  	Whitinsville	  	MA	  	01588
	3743	  	23415 Three Notch Road	  	California	  	MD	  	20619
	3323	  	255 Solomons Island Road	  	Prince Frederick	  	MD	  	20678
	7813	  	5360 Lincoln Hwy	  	Gap	  	PA	  	17527
	1843	  	213 West Broadway	  	Lincoln	  	ME	  	04457
	3003	  	771 Roosevelt Trail	  	North Windham	  	ME	  	04062
	3163	  	192 College Ave.	  	Waterville	  	ME	  	04901
	3364	  	632 Wilton Rd.	  	Farmington	  	ME	  	04938
	3574	  	420 Alfred Street	  	Biddeford	  	ME	  	04005
	3863	  	90 Moosehead Trail	  	Newport	  	ME	  	04953
	3644	  	38 Starrett Drive	  	Belfast	  	ME	  	04915
	3232	  	1560 US 31 South	  	Manistee	  	MI	  	49660
	3582	  	1650 Wright Ave.	  	Alma	  	MI	  	48801
	2281	  	982 South Main Street	  	Cheboygan	  	MI	  	49721


  
 23 










									
	Store
Number	  	Address	  	Town	  	State	  	Zip
	3280	  	215 West Lake Street	  	Tawas City	  	MI	  	48763
	3432	  	2992 Carleton Road	  	Hillsdale	  	MI	  	49242
	3718	  	1840 M 119	  	Petoskey	  	MI	  	49770
	3140	  	2711 - I 75 Business Loop	  	West Branch	  	MI	  	48661
	3170	  	1150 South Otsego	  	Gaylord	  	MI	  	49735
	3180	  	1140 West Three Mile Road	  	Sault Ste Marie	  	MI	  	49783
	3271	  	Birchwood Mall	  	Kingsford	  	MI	  	49802
	3850	  	136 Thunder Bay Shopping Center	  	Alpena	  	MI	  	49707
	4789	  	7374 Highland Road	  	Waterford	  	MI	  	48327
	3261	  	1356 Imlay City Rd.	  	Lapeer	  	MI	  	48446
	3341	  	301 S. Maplewood St.	  	Greenville	  	MI	  	48838
	3610	  	56153 M51 South	  	Dowagiac	  	MI	  	49047
	3980	  	201 N. Riverside Ave.	  	St. Clair	  	MI	  	48079
	5212	  	125 S. Elk Street	  	Sandusky	  	MI	  	48471
	3241	  	219 North Mitchell	  	Cadillac	  	MI	  	49601
	3251	  	400 US Hwy 41	  	Negaunee	  	MI	  	49866


  
 24 










									
	Store
Number	  	Address	  	Town	  	State	  	Zip
	3630	  	1152 Cleaver Road	  	Caro	  	MI	  	48723
	3801	  	205 South Dexter	  	Ionia	  	MI	  	48846
	3833	  	710 Perry Avenue	  	Big Rapids	  	MI	  	49307
	7290	  	1321 E. Colby Street	  	Whitehall	  	MI	  	49461
	7370	  	4255 Alpine Ave.	  	Comstock Park	  	MI	  	49321
	9890	  	211 N US Hwy 131	  	Three Rivers	  	MI	  	49093
	3210	  	5465 Mt. Iron Dr.	  	Virginia	  	MN	  	55792
	3471	  	211 West Lincoln Avenue	  	Fergus Falls	  	MN	  	56537
	3370	  	1315 Hwy 10 West	  	Detroit Lakes	  	MN	  	56501
	3702	  	1301 18th Ave. NW	  	Austin	  	MN	  	55912
	3802	  	24135 Greenway Road	  	Forest Lake	  	MN	  	55025
	4463	  	715 Main Street	  	Osage	  	IA	  	50461
	3401	  	6380 W. Frontage Road	  	Medford	  	MN	  	55049
	3790	  	500 East Main St.	  	Luverne	  	MN	  	56156
	7662	  	3218 Hwy 10 East	  	Moorhead	  	MN	  	56560
	1862	  	7955 Hwy 55	  	Rockford	  	MN	  	55373


  
 25 










									
	Store
Number	  	Address	  	Town	  	State	  	Zip
	3703	  	450 South State Street	  	Fairmont	  	MN	  	56031
	3453	  	1950 2nd Avenue SE	  	Cambridge	  	MN	  	55008
	3291	  	303 Main Avenue North	  	Thief River Falls	  	MN	  	56701
	3440	  	1605 S. Broadway	  	New Ulm	  	MN	  	56073
	3738	  	2722 Bridge Ave	  	Albert Lea	  	MN	  	56007
	3162	  	2819 Highway 29 South	  	Alexandria	  	MN	  	56308
	3411	  	1239 Pokegama Avenue	  	Grand Rapids	  	MN	  	55744
	3441	  	15910 Edgewood Drive	  	Baxter	  	MN	  	56425
	3632	  	500 3rd Street West	  	International Falls	  	MN	  	56649
	3761	  	330 West Second St.	  	Winona	  	MN	  	55987
	9982	  	3420 150th St W	  	Rosemount	  	MN	  	55068
	9270	  	9034 Overland Plaza	  	Overland	  	MO	  	63114
	5303	  	4820 S. 4th Street	  	Leavenworth	  	KS	  	66048
	3762	  	3797 Hwy 54	  	Osage Beach	  	MO	  	65065
	5191	  	1147 E. North Ave.	  	Belton	  	MO	  	64012
	3680	  	490 South Jefferson Avenue	  	Lebanon	  	MO	  	65536


  
 26 










									
	Store
Number	  	Address	  	Town	  	State	  	Zip
	2991	  	1759 James River Road	  	Ozark	  	MO	  	65721
	3342	  	703 East Young Street	  	Warrensburg	  	MO	  	64093
	3010	  	19014 Business 13 North	  	Branson West	  	MO	  	65737
	3051	  	1612 Elliott Avenue	  	Aurora	  	MO	  	65605
	3372	  	1048 Washington Square	  	Washington	  	MO	  	63090
	3442	  	2988 South Clark	  	Mexico	  	MO	  	65265
	6908	  	155 Twin City Mall	  	Crystal City	  	MO	  	63019
	3851	  	206 Progress St.	  	Perryville	  	MO	  	63775
	7782	  	1315 South Main Street Suite A	  	Maryville	  	MO	  	64468
	3012	  	1206 N. Douglas	  	Malden	  	MO	  	63863
	3362	  	738 Market Street	  	Farmington	  	MO	  	63640
	3400	  	111 E. Boston	  	Brookfield	  	MO	  	64628
	3552	  	1101 E. Scenic Rivers Blvd.	  	Salem	  	MO	  	65560
	3889	  	2101 North Walnut	  	Cameron	  	MO	  	64429
	3072	  	2216 South Baltimore	  	Kirksville	  	MO	  	63501
	3272	  	1347 Southern Hills	  	West Plains	  	MO	  	65775


  
 27 










									
	Store
Number	  	Address	  	Town	  	State	  	Zip
	7514	  	101A SW Eagle Parkway	  	Grain Valley	  	MO	  	64029
	1827	  	1108 A Mississippi Drive	  	Waynesboro	  	MS	  	39367
	1826	  	381 Highway 51	  	Ridgeland	  	MS	  	39157
	2730	  	813 US Highway 98	  	Columbia	  	MS	  	39429
	3377	  	2480 East I-20	  	Vicksburg	  	MS	  	39180
	3626	  	2200 Sandy Lane	  	Laurel	  	MS	  	39443
	4787	  	5547 I-55 South	  	Byram	  	MS	  	39272
	5214	  	1651 HWY 1 South Suite A	  	Greenville	  	MS	  	38701
	3347	  	522 Third Street	  	Cleveland	  	MS	  	38732
	6985	  	1560-C West Government St.	  	Brandon	  	MS	  	39042
	7396	  	306 East Walnut	  	Ripley	  	MS	  	38663
	3357	  	937 Commerce Avenue	  	Clarksdale	  	MS	  	38614
	3565	  	31 South Sergeant Prentiss Dr. #3	  	Natchez	  	MS	  	39120
	3623	  	622 Hwy 12 E	  	Starkville	  	MS	  	39759
	3613	  	216 Line Avenue	  	Philadelphia	  	MS	  	39350
	7614	  	7501 Goodman Rd.	  	Olive Branch	  	MS	  	38654


  
 28 










									
	Store
Number	  	Address	  	Town	  	State	  	Zip
	3579	  	1753 Hwy 2 West	  	Havre	  	MT	  	59501
	3248	  	1105 Hwy 2 West	  	Kalispell	  	MT	  	59901
	3932	  	1704 N. First Street	  	Hamilton	  	MT	  	59840
	1929	  	124 South Main Street	  	Livingston	  	MT	  	59047
	3288	  	3703 Harrison Ave. #G	  	Butte	  	MT	  	59701
	3598	  	2825 W. Main St.	  	Bozeman	  	MT	  	59718
	3929	  	520 Mineral Ave.	  	Libby	  	MT	  	59923
	3226	  	1002 West Cumberland Street	  	Dunn	  	NC	  	28334
	3236	  	1308 Carolina Avenue	  	Washington	  	NC	  	27889
	3246	  	917 East Main Street	  	Lincolnton	  	NC	  	28092
	3426	  	1155 N. Main Street	  	Marion	  	NC	  	28752
	3446	  	5100 South Croatan Highway	  	Nags Head	  	NC	  	27959
	3196	  	4329 Fayetteville Rd.	  	Lumberton	  	NC	  	28358
	3274	  	352 North Broad Street	  	Brevard	  	NC	  	28712
	3276	  	# 6 Whiteville Plaza	  	Whiteville	  	NC	  	28472
	3396	  	1211 Julian Allsbrook Hwy	  	Roanoke Rapids	  	NC	  	27870


  
 29 










									
	Store
Number	  	Address	  	Town	  	State	  	Zip
	3665	  	1573 Freeway Drive	  	Reidsville	  	NC	  	27320
	6863	  	211 S. Broad Street	  	Edenton	  	NC	  	27932
	3894	  	3138 Martin Luther King Jr. Blvd.	  	New Bern	  	NC	  	28562
	1825	  	8878 US 70 Highway West, Suite 300	  	Clayton	  	NC	  	27520
	3065	  	203 East 1st Street	  	West Jefferson	  	NC	  	28694
	3156	  	1535 Dabney Drive	  	Henderson	  	NC	  	27536
	3166	  	1377 N. Sandhills Boulevard	  	Aberdeen	  	NC	  	28315
	3875	  	1180 Blowing Rock Road, E-6	  	Boone	  	NC	  	28607
	3969	  	1800 Four Seasons Blvd.Suite D-1	  	Hendersonville	  	NC	  	28792
	3416	  	1262 Andrews Road	  	Murphy	  	NC	  	28906
	3423	  	326 South Bickett Boulevard	  	Louisburg	  	NC	  	27549
	3424	  	New Highway 64 West	  	Lexington	  	NC	  	27295
	3436	  	834 Hardee Road	  	Kinston	  	NC	  	28504
	3763	  	5302 S. Main Street	  	Shallotte	  	NC	  	28459
	7292	  	15530 US Hwy 17N	  	Hampstead	  	NC	  	28443
	7506	  	703 Edgewood Road	  	Wilkesboro	  	NC	  	28697


  
 30 










									
	Store
Number	  	Address	  	Town	  	State	  	Zip
	3958	  	11947 South Hwy 226	  	Spruce Pine	  	NC	  	28777
	3979	  	163 Waynesville Plaza	  	Waynesville	  	NC	  	28786
	9970	  	619 N Main Street	  	Kernersville	  	NC	  	27284
	3981	  	822 Dakota Ave	  	Wahpeton	  	ND	  	58075
	2569	  	2308 11th Ave West	  	Williston	  	ND	  	58801
	3481	  	346 Highway 2 West	  	Devils Lake	  	ND	  	58301
	3308	  	1615 Broadway	  	Scottsbluff	  	NE	  	69361
	3324	  	327 Beech Street	  	Chadron	  	NE	  	69337
	3557	  	5804 - 2nd Avenue	  	Kearney	  	NE	  	68845
	7502	  	2440 Cornhusker Rd.	  	Bellevue	  	NE	  	68123
	3032	  	1200 North 6th Street	  	Beatrice	  	NE	  	68310
	3011	  	4300 - 23rd Street	  	Columbus	  	NE	  	68601
	3734	  	2110 Market Lane	  	Norfolk	  	NE	  	68701
	3901	  	206 Westview Plaza	  	McCook	  	NE	  	69001
	3050	  	930 South Burlington	  	Hastings	  	NE	  	68901
	3821	  	310 East 5th Street	  	North Platte	  	NE	  	69101


  
 31 










									
	Store
Number	  	Address	  	Town	  	State	  	Zip
	3043	  	#13 Lilac Mall	  	Rochester	  	NH	  	03867
	3273	  	4 Sears Drive	  	Rindge	  	NH	  	03461
	3673	  	742 Tenney Mountain Hwy	  	Plymouth	  	NH	  	03264
	3053	  	529 Eastman Rd.	  	Center Conway	  	NH	  	03813
	3285	  	1 Batchelder Road	  	Seabrook	  	NH	  	03874
	3103	  	176 Highway 202 & 31	  	Ringoes	  	NJ	  	08551
	3143	  	240 White Horse Pike	  	Hammonton	  	NJ	  	08037
	3319	  	405 E. Navajo	  	Hobbs	  	NM	  	88240
	3826	  	19554 Highway 314	  	Belen	  	NM	  	87002
	7667	  	101 S. White Sands Blvd.	  	Alamogordo	  	NM	  	88310
	3966	  	2172 Highway 70 West	  	Ruidoso Downs	  	NM	  	88346
	2178	  	1085 Pioneer Blvd.	  	Mesquite	  	NV	  	89027
	3306	  	228 West Main Street	  	Malone	  	NY	  	12953
	3203	  	61 South Main Street	  	Oneonta	  	NY	  	13820
	3603	  	3725 East Main	  	Fredonia	  	NY	  	14063
	3024	  	960 State Route 36	  	Hornell	  	NY	  	14843


  
 32 










									
	Store
Number	  	Address	  	Town	  	State	  	Zip
	9843	  	160 Clinton Ave.	  	Cortland	  	NY	  	13045
	3104	  	6586 St. Hwy 56	  	Potsdam	  	NY	  	13676
	3134	  	14218 Route 219	  	Springville	  	NY	  	14141
	3148	  	461 North Main St.	  	Warsaw	  	NY	  	14569
	4172	  	87-91 Nelson Road	  	Cazenovia	  	NY	  	13035
	5152	  	1601 Penfield Rd.	  	Rochester	  	NY	  	14625
	3223	  	325 East Albany Street	  	Herkimer	  	NY	  	13350
	3428	  	25 Sullivan Avenue, Suite 1	  	Liberty	  	NY	  	12754
	3841	  	8326 Lewiston Road	  	Batavia	  	NY	  	14020
	3853	  	65 Main Street	  	Saranac Lake	  	NY	  	12983
	3923	  	7 Dover Village Plaza, Suite #2	  	Dover Plains	  	NY	  	12522
	7893	  	4364 Pondside Plaza	  	Geneseo	  	NY	  	14454
	3983	  	1572 State Route 22NW	  	Washington Court House	  	OH	  	43160
	3800	  	15561 W. High St.	  	Middlefield	  	OH	  	44062
	2751	  	2350 East State Street	  	Salem	  	OH	  	44460
	3204	  	1159 South Shannon	  	Van Wert	  	OH	  	45891


  
 33 










									
	Store
Number	  	Address	  	Town	  	State	  	Zip
	3611	  	1810 E. Mansfield St.	  	Bucyrus	  	OH	  	44820
	3883	  	780 East Main Street	  	Jackson	  	OH	  	45640
	3390	  	Skyview Plaza St. Rt. 170	  	East Liverpool	  	OH	  	43920
	3462	  	2200 Eastern Ave	  	Gallipolis	  	OH	  	45631
	3531	  	743 E. State Street F2	  	Athens	  	OH	  	45701
	7821	  	1258 Bellefontaine St.	  	Wapakoneta	  	OH	  	45895
	3074	  	27 Pine Grove Square	  	Grove City	  	PA	  	16127
	7853	  	100 Perry Highway	  	Harmony	  	PA	  	16037
	4951	  	360 E. Broad Street	  	Pataskala	  	OH	  	43062
	2172	  	150 Hocking Mall	  	Logan	  	OH	  	43138
	3020	  	2995 Cleveland Road	  	Wooster	  	OH	  	44691
	3520	  	2500 West State Street	  	Alliance	  	OH	  	44601
	3791	  	989 E. Columbus St.	  	Kenton	  	OH	  	43326
	5052	  	6656 N. Ridge Rd.	  	Madison	  	OH	  	44057
	3769	  	1220 Russ Road	  	Greenville	  	OH	  	45331
	3804	  	1234 N. Main	  	Bowling Green	  	OH	  	43402


  
 34 










									
	Store
Number	  	Address	  	Town	  	State	  	Zip
	3868	  	993 Coshocton Road	  	Mount Vernon	  	OH	  	43050
	7807	  	3409 S. Broadway	  	Edmond	  	OK	  	73013
	3028	  	1717 S. Broadway	  	Grove	  	OK	  	74344
	3447	  	1101 Lonnie Abbott Blvd	  	Ada	  	OK	  	74820
	3722	  	200 N. Mill	  	Pryor	  	OK	  	74361
	3386	  	2821 West 3rd Street	  	Elk City	  	OK	  	73648
	3604	  	310 N. Washington #1247	  	Weatherford	  	OK	  	73096
	3636	  	3000 S. Eighth Street	  	Woodward	  	OK	  	73801
	3647	  	1601 South Wood Drive	  	Okmulgee	  	OK	  	74447
	3727	  	617 S. Main St.	  	Eufaula	  	OK	  	74432
	3936	  	27 Plaza South	  	Tahlequah	  	OK	  	74464
	3457	  	412 East Hartford	  	Ponca City	  	OK	  	74601
	3708	  	615 Westside Dr.	  	Durant	  	OK	  	74701
	7483	  	1922 S. 4th St.	  	Chickasha	  	OK	  	73018
	3949	  	Rural Route 2, Box 976-2	  	Broken Bow	  	OK	  	74728
	3469	  	1621 NE Baker Street	  	McMinnville	  	OR	  	97128


  
 35 










									
	Store
Number	  	Address	  	Town	  	State	  	Zip
	3619	  	1700 Portland Ave.	  	LaGrande	  	OR	  	97850
	3479	  	1332 West 6th Street	  	The Dalles	  	OR	  	97058
	3369	  	1611 Virginia Avenue	  	North Bend	  	OR	  	97459
	3389	  	1551 Northeast F Street	  	Grants Pass	  	OR	  	97526
	3808	  	2017 Main Street	  	Baker City	  	OR	  	97814
	3876	  	685-A Highway 101	  	Florence	  	OR	  	97439
	3419	  	1152 Marine Drive	  	Astoria	  	OR	  	97103
	3429	  	2200 N COAST HWY 101	  	Newport	  	OR	  	97365
	3439	  	80487 North Hwy 395	  	Hermiston	  	OR	  	97838
	3449	  	51581 Columbia River Highway	  	Scappoose	  	OR	  	97056
	4734	  	224 SW 6th Street	  	Redmond	  	OR	  	97756
	5017	  	510 SW 5th Street	  	Madras	  	OR	  	97747
	3368	  	118 Gateway Blvd.	  	Cottage Grove	  	OR	  	97424
	3922	  	1517 SW Highway 101	  	Lincoln City	  	OR	  	97367
	3373	  	1534 North Center Avenue	  	Somerset	  	PA	  	15501
	1823	  	380 West Columbus Ave	  	Corry	  	PA	  	16407


  
 36 










									
	Store
Number	  	Address	  	Town	  	State	  	Zip
	3974	  	1385 Bucktail Rd.	  	St. Marys	  	PA	  	15857
	3094	  	9525 Lincoln Highway	  	Bedford	  	PA	  	15522
	1903	  	1241 Blakeslee Blvd. East	  	Lehighton	  	PA	  	18235
	2753	  	7495 Huntingdon Plaza	  	Huntingdon	  	PA	  	16652
	3374	  	1516 Golden Mile Road	  	Towanda	  	PA	  	18848
	3739	  	559 High Street	  	Lock Haven	  	PA	  	17745
	3871	  	173 N Main Street	  	Mansfield	  	PA	  	16933
	3878	  	16039 Conneaut Lake Rd. Suite #101	  	Meadville	  	PA	  	16335
	3083	  	240-4 South West End Blvd.	  	Quakertown	  	PA	  	18951
	5574	  	400 North Union St.	  	Olean	  	NY	  	14760
	3190	  	325 West Freedom Ave, Suite #115	  	Burnham	  	PA	  	17009
	7734	  	5163 Milford Road	  	East Stroudsburg	  	PA	  	18302
	9741	  	Local #10 Quatro Calles Shop CTR 200Carretera 116 STE	  	Yauco	  	PR	  	00698
	7735	  	Carr. 167 Esq. 199	  	Bayamon	  	PR	  	00956
	3224	  	Carretera No. 2 Km 110.3	  	Isabela	  	PR	  	00662
	9747	  	1000 Jesus T. Pinero Ave.	  	Cayey	  	PR	  	00736


  
 37 










									
	Store
Number	  	Address	  	Town	  	State	  	Zip
	3264	  	20 Commons Corner Way	  	Wakefield	  	RI	  	02879
	3414	  	1235 West Main Road	  	Middletown	  	RI	  	02842
	3055	  	366 Market Street	  	Seneca	  	SC	  	29678
	4111	  	1298 Broad Street	  	Sumter	  	SC	  	29150
	7515	  	523 Columbia Avenue	  	Lexington	  	SC	  	29072
	3615	  	P.O. Box 146	  	Lugoff	  	SC	  	29078
	3693	  	217 Highway 701 N.	  	Loris	  	SC	  	29569
	3887	  	107 Westfield St.	  	Hartsville	  	SC	  	29550
	3325	  	1410 Montague Ave. Ext.	  	Greenwood	  	SC	  	29649
	3455	  	1125 Highway 9 Bypass	  	Lancaster	  	SC	  	29720
	3785	  	1249 N. Fraser Street	  	Georgetown	  	SC	  	29440
	3836	  	377 Bells Highway	  	Walterboro	  	SC	  	29488
	3144	  	1801 North Main	  	Mitchell	  	SD	  	57301
	3160	  	1101 Jenson Ave.	  	Watertown	  	SD	  	57201
	3278	  	2901 Broadway	  	Yankton	  	SD	  	57078
	3735	  	2221 Jacksboro Pike	  	LaFollette	  	TN	  	37766


  
 38 










									
	Store
Number	  	Address	  	Town	  	State	  	Zip
	3903	  	106 Hwy 51 North	  	Batesville	  	MS	  	38606
	3367	  	1229D Sunset Drive	  	Grenada	  	MS	  	38901
	3576	  	236 South Roane St.	  	Harriman	  	TN	  	37748
	2723	  	1094 Wayne Road	  	Savannah	  	TN	  	38372
	3186	  	1060 Mineral Wells Ave	  	Paris	  	TN	  	38242
	3915	  	6034 South First Street	  	Milan	  	TN	  	38358
	3486	  	550 Highway 51 By-Pass	  	Dyersburg	  	TN	  	38024
	3546	  	231 Northgate Shopping Center	  	McMinnville	  	TN	  	37110
	3547	  	715 North Main Street	  	Covington	  	TN	  	38019
	7491	  	640 W. Poplar Ave	  	Collierville	  	TN	  	38017
	7737	  	269 Dickson Plaza Drive	  	Dickson	  	TN	  	37055
	7815	  	1202 S. James M. Campbell Blvd.	  	Columbia	  	TN	  	38401
	9628	  	620 Madison St.	  	Shelbyville	  	TN	  	37160
	3616	  	900 North Austin Avenue #123	  	Georgetown	  	TX	  	78626
	3766	  	1208 West Dickinson	  	Fort Stockton	  	TX	  	79735
	4798	  	2301 10th St.	  	Floresville	  	TX	  	78114


  
 39 










									
	Store
Number	  	Address	  	Town	  	State	  	Zip
	3568	  	2801 Hwy 180 East, Suite # 14	  	Mineral Wells	  	TX	  	76067
	3967	  	2024 Crockett Rd.	  	Palestine	  	TX	  	75801
	9776	  	1115 West Park Avenue	  	Hereford	  	TX	  	79045
	3487	  	320 North Commerce	  	Ardmore	  	OK	  	73401
	3742	  	2720A N. Main Street	  	Altus	  	OK	  	73521
	3527	  	1212 Marlandwood	  	Temple	  	TX	  	76502
	3728	  	811 E. Main Street	  	Alice	  	TX	  	78332
	1975	  	1627 South Jackson Street	  	Jacksonville	  	TX	  	75766
	3458	  	114 North Business I-H35	  	New Braunfels	  	TX	  	78130
	3806	  	307 N.W. Loop 436	  	Carthage	  	TX	  	75633
	3948	  	909 E. Milam	  	Mexia	  	TX	  	76667
	5175	  	1700 RR 620 North	  	Lakeway	  	TX	  	78734
	3328	  	168 Col. Etheredge Blvd.	  	Huntsville	  	TX	  	77340
	7489	  	111A Blanco Ave	  	Blanco	  	TX	  	78606
	9258	  	708 S. Dumas Ave.	  	Dumas	  	TX	  	79029
	1932	  	2320 Highway 36 South	  	Sealy	  	TX	  	77474


  
 40 










									
	Store
Number	  	Address	  	Town	  	State	  	Zip
	2709	  	2625 South Loop 35	  	Alvin	  	TX	  	77511
	2739	  	601 Northwest Parkway, Suite 3	  	Azle	  	TX	  	76020
	3378	  	836 West 7th Avenue	  	Corsicana	  	TX	  	75110
	3388	  	5109 Wesley Street	  	Greenville	  	TX	  	75401
	3488	  	1111 E. Tyler #101B	  	Athens	  	TX	  	75751
	3528	  	600 North Highway 77	  	Waxahachie	  	TX	  	75165
	3607	  	821 Hwy 90A East	  	Richmond	  	TX	  	77469
	3717	  	1609 Sedberry	  	Marshall	  	TX	  	75670
	3756	  	118 S. Main St.	  	Pleasanton	  	TX	  	78064
	4693	  	8910 Bandera Road	  	San Antonio	  	TX	  	78250
	3026	  	2323 N. Main Suite B	  	Liberty	  	TX	  	77575
	3337	  	1601 S. Hwy 77	  	Kingsville	  	TX	  	78363
	3398	  	420 Early Blvd.	  	Early	  	TX	  	76802
	3418	  	3801 North Street	  	Nacogdoches	  	TX	  	75961
	3672	  	1010 West Business 380	  	Decatur	  	TX	  	76234
	3747	  	202 Adams Drive	  	Weatherford	  	TX	  	76086


  
 41 










									
	Store
Number	  	Address	  	Town	  	State	  	Zip
	3866	  	2514 South State Hwy 36	  	Gatesville	  	TX	  	76528
	3882	  	1623 N. Hobart	  	Pampa	  	TX	  	79065
	3744	  	510 East I-H10	  	Seguin	  	TX	  	78155
	3988	  	332 W. FM 564	  	Mineola	  	TX	  	75773
	7787	  	638 East Houston Street	  	Cleveland	  	TX	  	77327
	3916	  	2264 MacArthur Drive	  	Orange	  	TX	  	77630
	1815	  	1803 West 1800 North, G-3	  	Clinton	  	UT	  	84015
	3962	  	25 East 800 South	  	Richfield	  	UT	  	84701
	5202	  	84 S. Main Street	  	Heber City	  	UT	  	84032
	3529	  	1830 N. Main	  	Cedar City	  	UT	  	84720
	7173	  	360 N. Main Street	  	Ephraim	  	UT	  	84627
	7408	  	162 N. Main Street	  	Tooele	  	UT	  	84074
	3289	  	25044 Lankford Hwy (Route 13)	  	Onley	  	VA	  	23418
	1923	  	1170 Celebration Ave.	  	Moneta	  	VA	  	24121
	3363	  	571 C James Madison Highway	  	Culpeper	  	VA	  	22701
	3474	  	51-J Burgess Road	  	Harrisonburg	  	VA	  	22801


  
 42 










									
	Store
Number	  	Address	  	Town	  	State	  	Zip
	3433	  	3100 Halifax Rd.	  	South Boston	  	VA	  	24592
	3095	  	P.O. Box 709	  	Gloucester	  	VA	  	23061
	3444	  	1206 Greenville Avenue	  	Staunton	  	VA	  	24401
	3484	  	Wise County Plaza Shopping Center	  	Wise	  	VA	  	24293
	3663	  	40518 West Morgan Ave.	  	Pennington Gap	  	VA	  	24277
	7468	  	783 E. Main Street	  	Abingdon	  	VA	  	24210
	1817	  	1425 C South Main Street	  	Farmville	  	VA	  	23901
	3712	  	1675 Tappahannock Blvd.	  	Tappahannock	  	VA	  	22560
	5190	  	2010 Second Street	  	Richlands	  	VA	  	24641
	5695	  	412 N. Main Street	  	Kilmarnock	  	VA	  	22482
	2702	  	383 Exhange Street	  	Middlebury	  	VT	  	05753
	3513	  	U.S. Route 5	  	Derby	  	VT	  	05829
	3533	  	P.O. Box 598	  	Morrisville	  	VT	  	05661
	4694	  	1999 Memorial Drive, Suite 2	  	St. Johnsbury	  	VT	  	05819
	3523	  	831 Meadow Street	  	Littleton	  	NH	  	03561
	7573	  	94 Harvest Lane	  	Williston	  	VT	  	05495


  
 43 










									
	Store
Number	  	Address	  	Town	  	State	  	Zip
	3503	  	1598 US Route 302 - Berlin	  	Barre	  	VT	  	05641
	4864	  	414 Route 7 South	  	Milton	  	VT	  	05468
	3044	  	214 Northside Drive Suite 5	  	Bennington	  	VT	  	05201
	3124	  	364 Swanton Rd.	  	Saint Albans	  	VT	  	05478
	3589	  	465 N.E. Midway Boulevard	  	Oak Harbor	  	WA	  	98277
	3158	  	730 E. Main	  	Othello	  	WA	  	99344
	3954	  	1410 South Blaine	  	Moscow	  	ID	  	83843
	2159	  	101 Mashell Ave N.	  	Eatonville	  	WA	  	98328
	3549	  	520 South Lincoln Street	  	Port Angeles	  	WA	  	98362
	3019	  	702 Hwy 395 North	  	Colville	  	WA	  	99114
	3448	  	10 West First Street	  	Cheney	  	WA	  	99004
	5180	  	224 NE 3rd Ave.	  	Camas	  	WA	  	98607
	3559	  	312 South Division Street	  	Moses Lake	  	WA	  	98837
	3569	  	505 North Pearl	  	Ellensburg	  	WA	  	98926
	5693	  	1206 Basin St. SW	  	Ephrata	  	WA	  	98823
	3891	  	1908 Lake Shore Dr. East	  	Ashland	  	WI	  	54806


  
 44 










									
	Store
Number	  	Address	  	Town	  	State	  	Zip
	3250	  	1645 N. Spring St.	  	Beaver Dam	  	WI	  	53916
	3191	  	908 Lincoln St.	  	Rhinelander	  	WI	  	54501
	3391	  	1660 Commerce Court	  	River Falls	  	WI	  	54022
	3532	  	275 W. 33rd St.	  	Hastings	  	MN	  	55033
	3731	  	2800 College Drive	  	Rice Lake	  	WI	  	54868
	3182	  	2521 A Hils Court	  	Menomonie	  	WI	  	54751
	7822	  	700 E. Blackhawk Ave.	  	Prairie du Chien	  	WI	  	53821
	3562	  	520 S. Black River	  	Sparta	  	WI	  	54656
	3052	  	700 East Magnolia	  	Manitowoc	  	WI	  	54220
	6856	  	2615 Eastern Ave	  	Plymouth	  	WI	  	53073
	7270	  	1114 N. Superior Ave	  	Tomah	  	WI	  	54660
	7398	  	1150 Service Road	  	Kiel	  	WI	  	53042
	1851	  	15734 Hwy 63	  	Hayward	  	WI	  	54843
	1933	  	1970 Sutler Ave	  	Beloit	  	WI	  	53511
	3181	  	351 Peller Road	  	Lake Geneva	  	WI	  	53147
	3729	  	316 Service Road	  	Spooner	  	WI	  	54801


  
 45 










									
	Store
Number	  	Address	  	Town	  	State	  	Zip
	3080	  	1720 South Church Street	  	Watertown	  	WI	  	53094
	3221	  	1810 North Central	  	Marshfield	  	WI	  	54449
	3239	  	1515 Bohmann Dr.	  	Richland Center	  	WI	  	53581
	3435	  	950 Elden Ave.	  	Amery	  	WI	  	54001
	7163	  	2081 Witzel Ave.	  	Oshkosh	  	WI	  	54904
	3189	  	822 E. Green Bay Street	  	Shawano	  	WI	  	54166
	7952	  	55 Viking Drive	  	Reedsburg	  	WI	  	53959
	3993	  	445 State Highway 64	  	Antigo	  	WI	  	54409
	3583	  	29 South Hill Plaza Drive	  	Ripley	  	WV	  	25271
	3283	  	9803 Mall Loop Road	  	Fairmont	  	WV	  	26554
	2733	  	1921 Applebee Way	  	Covington	  	VA	  	24426
	3023	  	Box 17A, Rte. 1	  	Ronceverte	  	WV	  	24970
	3113	  	237 South Kanawha Street	  	Buckhannon	  	WV	  	26201
	3553	  	50 Stonewall Drive	  	Summersville	  	WV	  	26651
	4834	  	500 Keyser Square	  	Keyser	  	WV	  	26726
	3893	  	89 Pleasant Hill Dr.	  	Oakland	  	MD	  	21550


  
 46 










									
	Store
Number	  	Address	  	Town	  	State	  	Zip
	3114	  	1611 Harrison Ave.	  	Elkins	  	WV	  	26241
	3543	  	105 Holly Avenue	  	Logan	  	WV	  	25601
	9361	  	300 Wharton Circle Suite 120	  	Triadelphia	  	WV	  	26059
	3578	  	63 Center Street	  	Rock Springs	  	WY	  	82901
	1867	  	411 S. 2nd Street	  	Laramie	  	WY	  	82070
	3470	  	305 East Lakeway Road	  	Gillette	  	WY	  	82718
	3018	  	801 N. Federal	  	Riverton	  	WY	  	82501
	1849	  	3150 Baseline Hwy	  	Cornelius	  	OR	  	97113
	1869	  	1422 Highway 367 North	  	Newport	  	AR	  	72112
	2187	  	9900 South IH 35 Service Road	  	Austin	  	TX	  	78748
	2738	  	900 North 5th Street	  	Leesville	  	LA	  	71446
	3001	  	1909 E. Austin Blvd.	  	Nevada	  	MO	  	64772
	3006	  	99 Cary Lu Circle	  	Harpers Ferry	  	WV	  	25425
	3030	  	211 Highway 432	  	Oskaloosa	  	IA	  	52577
	3048	  	220 Rotanzi St.	  	Ramona	  	CA	  	92065
	3102	  	7147 West 48th Street	  	Fremont	  	MI	  	49412


  
 47 










									
	Store
Number	  	Address	  	Town	  	State	  	Zip
	3303	  	850 N. Van Dyke	  	Bad Axe	  	MI	  	48413
	3309	  	2302 West Pierce Street	  	Carlsbad	  	NM	  	88220
	3311	  	06585 M66 Hwy	  	Charlevoix	  	MI	  	49720
	3338	  	410 S. Texas Drive	  	Eagle Pass	  	TX	  	78852
	3382	  	1070 S. Bishop Street	  	Rolla	  	MO	  	65401
	3387	  	1801 S. Harper Rd.	  	Corinth	  	MS	  	38834
	3421	  	2722 Paul Bunyan Drive N.W.	  	Bemidji	  	MN	  	56601
	3445	  	1347-B Ribaut Road	  	Port Royal	  	SC	  	29935
	3463	  	600 North Broad	  	Middletown	  	DE	  	19709
	3473	  	560 Chestnut St.	  	Bradford	  	PA	  	16701
	3489	  	97900 Shopping Center Drive	  	Harbor	  	OR	  	97415
	3494	  	972 East Stuart Dr.	  	Galax	  	VA	  	24333
	3519	  	1783 West Hwy 40	  	Vernal	  	UT	  	84078
	3530	  	1420 East College Drive	  	Marshall	  	MN	  	56258
	3538	  	1507 West 5th Street	  	Plainview	  	TX	  	79072
	3539	  	115 E 400N	  	Logan	  	UT	  	84321


  
 48 










									
	Store
Number	  	Address	  	Town	  	State	  	Zip
	3572	  	224 East Hwy 12	  	Litchfield	  	MN	  	55355
	3590	  	11130 W US Highway 50	  	Poncha Springs	  	CO	  	81242
	3591	  	901 W. Morton Avenue	  	Jacksonville	  	IL	  	62650
	3617	  	2004 West State Hwy 71	  	LaGrange	  	TX	  	78945
	3640	  	1535 American Legion Rd.	  	Mountain Home	  	ID	  	83647
	3648	  	1004 N. Brindlee Mtn. Pkwy.	  	Arab	  	AL	  	35016
	3686	  	2603 US Hwy 281 North	  	Marble Falls	  	TX	  	78654
	3698	  	911 Main Street	  	Susanville	  	CA	  	96130
	3752	  	918 S. Alabama Ave	  	Monroeville	  	AL	  	36460
	3809	  	1795 12th Street	  	Hood River	  	OR	  	97031
	3816	  	512 S Adams Street	  	Fredericksburg	  	TX	  	78624
	3827	  	3308 Highway 35 North	  	Rockport-Fulton	  	TX	  	78382
	3867	  	11554 Columbia St.	  	Blakely	  	GA	  	39823
	3898	  	325 S. Davis Rd.	  	LaGrange	  	GA	  	30241
	3900	  	2800 Cornerstone Drive	  	Pagosa Springs	  	CO	  	81147
	3902	  	743 Gaines Drive	  	Clinton	  	MO	  	64735


  
 49 










									
	Store
Number	  	Address	  	Town	  	State	  	Zip
	3908	  	40322 Junction Drive	  	Oakhurst	  	CA	  	93644
	3921	  	2092 E. Main Street	  	Robinson	  	IL	  	62454
	3930	  	2052 North Jefferson	  	Huntington	  	IN	  	46750
	3944	  	1905 Wilson Rd.	  	Newberry	  	SC	  	29108
	3961	  	1514 S. Main	  	Boerne	  	TX	  	78006
	3989	  	2645 Mountain Hwy	  	Elko	  	NV	  	89801
	5199	  	1056 North Marine Corps Drive	  	Tamuning	  	GU	  	
	5248	  	6818 S Zarzamora	  	San Antonio	  	TX	  	78224
	3021	  	220 Baden Strasse	  	Jasper	  	IN	  	47546
	3031	  	3917 North Carson Street	  	Carson City	  	NV	  	89706
	3033	  	367 Washington Street	  	Claremont	  	NH	  	03743
	3059	  	4311 South 6th	  	Klamath Falls	  	OR	  	97603
	3066	  	912 South 12th Street	  	Murray	  	KY	  	42071
	3067	  	2700 Mount Pleasant Street	  	Burlington	  	IA	  	52601
	3092	  	26-1st Ave. Southwest	  	Lemars	  	IA	  	51031
	3093	  	7172 Rte. 54	  	Bath	  	NY	  	14810
	3108	  	1005 Stevenson Ave.	  	Enumclaw	  	WA	  	98022


  
 50 










									
	Store
Number	  	Address	  	Town	  	State	  	Zip
	3111	  	1605 First Street South	  	Willmar	  	MN	  	56201
	3115	  	2908 Citizens Parkway	  	Selma	  	AL	  	36701
	3136	  	370 So. Hwy 27 #9	  	Somerset	  	KY	  	42501
	3159	  	14691 Mono Way	  	Sonora	  	CA	  	95370
	3171	  	1919 Old West Main	  	Red Wing	  	MN	  	55066
	3172	  	550 North Fairview Boulevard	  	Kendallville	  	IN	  	46755
	3174	  	204 W. Main Street	  	Ft. Kent	  	ME	  	04743
	3176	  	1860 N. Main St.	  	Crossville	  	TN	  	38555
	3197	  	302 North 6th Street	  	Blytheville	  	AR	  	72315
	3206	  	2534 Lee Avenue	  	Sanford	  	NC	  	27332
	3237	  	1602 Industrial Road	  	Emporia	  	KS	  	66801
	3238	  	4551 S. White Mountain Rd. #3	  	Show Low	  	AZ	  	85901
	3240	  	643 N. Morley	  	Moberly	  	MO	  	65270
	3267	  	2508 Vine Street	  	Hays	  	KS	  	67601
	3270	  	1010 S. Kansas	  	Liberal	  	KS	  	67901
	3301	  	910 Evergreen	  	Houghton	  	MI	  	49931


  
 51 










									
	Store
Number	  	Address	  	Town	  	State	  	Zip
	3340	  	104 South Sunset	  	Butler	  	MO	  	64730
	3345	  	Franklin Village Mall #19A	  	Kittanning	  	PA	  	16201
	3359	  	762 Lindsay Lane	  	Cody	  	WY	  	82414
	3371	  	3606 East Lincolnway	  	Sterling	  	IL	  	61081
	3392	  	P.O. Box 940	  	Saint Robert	  	MO	  	65584
	3406	  	2400 Veterans Blvd.	  	Del Rio	  	TX	  	78840
	3410	  	1467 Coffeen Avenue	  	Sheridan	  	WY	  	82801
	3467	  	500 Village Blvd.	  	Mcalester	  	OK	  	74501
	3475	  	3050 Village Park Drive	  	Plover	  	WI	  	54467
	3498	  	3715 134th Street NE	  	Marysville	  	WA	  	98271
	3501	  	910 Huntington Avenue	  	Wisconsin Rapids	  	WI	  	54494
	3512	  	7363 Hwy. 51 South	  	Minocqua	  	WI	  	54548
	3522	  	4193 East Grand River	  	Howell	  	MI	  	48843
	3540	  	1400 S. Mission St.	  	Mount Pleasant	  	MI	  	48858
	3571	  	1704 S. Heaton	  	Knox	  	IN	  	46534
	3592	  	101 N. Fourth St.	  	Atchison	  	KS	  	66002


  
 52 










									
	Store
Number	  	Address	  	Town	  	State	  	Zip
	3593	  	161 Main Street	  	Gorham	  	NH	  	03581
	3620	  	420 Shilling Drive North	  	Dundas	  	MN	  	55019
	3631	  	210 1st Street South East	  	Little Falls	  	MN	  	56345
	3643	  	228 Stockbridge Rd.	  	Great Barrington	  	MA	  	01230
	3667	  	1203 W. Ferguson Rd.	  	Mt. Pleasant	  	TX	  	75455
	3689	  	444 HWY 531	  	Minden	  	LA	  	71055
	3737	  	914 West Main	  	Homer	  	LA	  	71040
	3765	  	4695 CR540A East	  	Lakeland	  	FL	  	33830
	3822	  	1600 A Street N.E.	  	Linton	  	IN	  	47441
	3839	  	160 Fairview Ave	  	Hudson	  	NY	  	12534
	3848	  	239 Walker Rd.	  	Alamosa	  	CO	  	81101
	3877	  	13447 Highway 157	  	Moulton	  	AL	  	35650
	3938	  	3862 Hwy 280	  	Alexander City	  	AL	  	35010
	3956	  	301 East Main Street	  	Atlanta	  	TX	  	75551
	3976	  	3300 Highway 11 North	  	Picayune	  	MS	  	39466
	3996	  	404 W. Main St.	  	Lake City	  	SC	  	29560


  
 53 










									
	Store
Number	  	Address	  	Town	  	State	  	Zip
	7482	  	60 E. Main Street	  	Norwalk	  	OH	  	44857
	7671	  	14283 Fenton Road	  	Fenton	  	MI	  	48430
	7781	  	540 Commons Drive	  	Fulton	  	MO	  	65251
	7814	  	1214 N. Weslyan Blvd.	  	Rocky Mount	  	NC	  	27804
	7825	  	1094 South East Vermont Ave	  	Arcadia	  	FL	  	34266
	7921	  	238 W. 6th Street	  	Concordia	  	KS	  	66901
	3910	  	1867 - 6th Avenue West	  	Dickinson	  	ND	  	58601
	3919	  	232 Valley Center PL.	  	Sequim	  	WA	  	98382
	3920	  	1690 East 23rd Ave. North	  	Fremont	  	NE	  	68025
	3953	  	671 Happy Valley Rd.	  	Glasgow	  	KY	  	42141
	3957	  	1655 Henderson, Suite A	  	Cleburne	  	TX	  	76033
	9490	  	69 North 28th St	  	Superior	  	WI	  	54880
	9774	  	4100 S. New Braunfels Ave.	  	San Antonio	  	TX	  	78223
	9941	  	1450 Kearney Road	  	Excelsior Springs	  	MO	  	64024
	1812	  	1000 South 8th Street	  	Clarinda	  	IA	  	51632
	1833	  	103 S. 6th Street	  	Brownfield	  	TX	  	79316


  
 54 










									
	Store
Number	  	Address	  	Town	  	State	  	Zip
	1934	  	322 Eureka Street	  	Berryville	  	AR	  	72616
	2701	  	2790 Woodlawn Road	  	Lincoln	  	IL	  	62656
	2707	  	Carretera No. 2 Barrio Candelaria KM 18.3	  	Toa Baja	  	PR	  	00949
	2761	  	1108 E. 16th Street	  	Wellington	  	KS	  	67152
	2776	  	7827 Highway 613	  	Moss Point	  	MS	  	39563
	2780	  	2014 Lincolnway East, Suite 2	  	Goshen	  	IN	  	46528
	3000	  	208 Ute Street	  	Delta	  	CO	  	81416
	3036	  	913 East Sixth Avenue	  	Stillwater	  	OK	  	74074
	3038	  	2140 Feather River Blvd.	  	Oroville	  	CA	  	95965
	3042	  	815 Fulton Box # 4	  	Waupaca	  	WI	  	54981
	3049	  	15875 Dam Road Ext.	  	Clearlake	  	CA	  	95422
	3062	  	2524 North Broadway	  	Pittsburg	  	KS	  	66762
	3073	  	3845 Bay Shore Road	  	North Cape May	  	NJ	  	08204
	3091	  	1429 West High Street	  	Bryan	  	OH	  	43506
	3107	  	2020 Northwest Ave	  	El Dorado	  	AR	  	71730
	3109	  	362 North Franklin Street	  	Fort Bragg	  	CA	  	95437


  
 55 










									
	Store
Number	  	Address	  	Town	  	State	  	Zip
	3123	  	19 Washington Square Mall	  	Chestertown	  	MD	  	21620
	3125	  	2630 Alabama Avenue N.	  	Fort Payne	  	AL	  	35967
	3165	  	158 Micah Way	  	Scottsboro	  	AL	  	35769
	3178	  	835 First Street	  	Gilroy	  	CA	  	95020
	3192	  	1005 North 18th Street	  	Centerville	  	IA	  	52544
	3199	  	1230 Airport Park Blvd.	  	Ukiah	  	CA	  	95482
	3296	  	604 East Broadway	  	Sweetwater	  	TX	  	79556
	3297	  	412 Avenue B	  	Bogalusa	  	LA	  	70427
	3299	  	Road 111 km. 15.6	  	San Sebastian	  	PR	  	00685
	3312	  	720 South Westwood Boulevard	  	Poplar Bluff	  	MO	  	63901
	3349	  	901 Metro	  	Gallup	  	NM	  	87301
	3395	  	921 Hillcrest Parkway	  	Dublin	  	GA	  	31021
	3397	  	222 Highway 51 North	  	Brookhaven	  	MS	  	39601
	3434	  	P.O. Box 6	  	South Hill	  	VA	  	23970
	3450	  	721 West Bedford Road	  	Morris	  	IL	  	60450
	3460	  	2915 North Summit	  	Arkansas City	  	KS	  	67005


  
 56 










									
	Store
Number	  	Address	  	Town	  	State	  	Zip
	3466	  	1421 S. First Street	  	Union City	  	TN	  	38261
	3468	  	3120 Avenue F	  	Bay City	  	TX	  	77414
	3472	  	1411 N. Liberty Circle E.	  	Greensburg	  	IN	  	47240
	3493	  	P.O. Box 218	  	Houlton	  	ME	  	04730
	3496	  	2001 North St. Mary’s Street	  	Beeville	  	TX	  	78102
	3497	  	420 Hwy. 377 E	  	Granbury	  	TX	  	76048
	3508	  	1402 Mockingbird Lane	  	Sulphur Springs	  	TX	  	75482
	3518	  	2185 West South Loop	  	Stephenville	  	TX	  	76401
	3525	  	1555 Fording Island Road, Suite F	  	Hilton Head Island	  	SC	  	29926
	3536	  	2344 East Main	  	Uvalde	  	TX	  	78801
	3537	  	1990 McCulloch Boulevard #104	  	Lake Havasu City	  	AZ	  	86403
	3548	  	1901 West Gibson	  	Jasper	  	TX	  	75951
	3567	  	168 Golden Rod	  	Mansura	  	LA	  	71350
	3599	  	317 S. Main Street	  	Omak	  	WA	  	98841
	3633	  	1009 Arizona Ave.	  	Parker	  	AZ	  	85344
	3639	  	1190 Trade Days Blvd.	  	Canton	  	TX	  	75103


  
 57 










									
	Store
Number	  	Address	  	Town	  	State	  	Zip
	3649	  	1281 E. Calvada Blvd.	  	Pahrump	  	NV	  	89048
	3690	  	18675 Unit 26 Coastal Hwy.	  	Rehoboth	  	DE	  	19971
	3694	  	813 East Main Street	  	Cobleskill	  	NY	  	12043
	3700	  	3151 S. Springfield Ave.	  	Bolivar	  	MO	  	65613
	3714	  	KM 2.8 Bo Quebradillas	  	Barranquitas	  	PR	  	00794
	3736	  	P.O. Box 241	  	Henderson	  	TN	  	38340
	3772	  	3315 6th Ave. SE	  	Aberdeen	  	SD	  	57401
	3859	  	1430 W. Williams Ave.	  	Fallon	  	NV	  	89406
	3870	  	926 W. High Street	  	Ebensburg	  	PA	  	15931
	3906	  	1339 Highway 270 West	  	Malvern	  	AR	  	72104
	3913	  	15455 Route 6	  	Clarendon	  	PA	  	16313
	3918	  	1393 Fort Williams Square	  	Sylacauga	  	AL	  	35150
	3950	  	1124 Independence Ave.	  	Kennett	  	MO	  	63857
	3952	  	116 South First Street	  	Montevideo	  	MN	  	56265
	5108	  	3355 Hwy 431, Suite 7	  	Roanoke	  	AL	  	36274
	5276	  	18721 E Ponderosa	  	Parker	  	CO	  	80138


  
 58 










									
	Store
Number	  	Address	  	Town	  	State	  	Zip
	5312	  	5885 Palmer Park Blvd.	  	Colorado Springs	  	CO	  	80915
	3016	  	2130 Decherd Boulevard	  	Decherd	  	TN	  	37324
	3029	  	2570 S. Main Street	  	Lakeport	  	CA	  	95453
	3040	  	1016 Linn Street	  	Sikeston	  	MO	  	63801
	3058	  	74 South Carbon Avenue	  	Price	  	UT	  	84501
	3082	  	300 North Penn	  	Independence	  	KS	  	67301
	3084	  	480 Downtowner Plaza	  	Coshocton	  	OH	  	43812
	3086	  	275 Southside Mall Road	  	South Williamson	  	KY	  	41503
	3088	  	1702 East Gregory Avenue	  	Sunnyside	  	WA	  	98944
	3100	  	704 Avenue G	  	Fort Madison	  	IA	  	52627
	3106	  	450 Village Lane	  	Hazard	  	KY	  	41701
	3129	  	129 Idaho Maryland Road	  	Grass Valley	  	CA	  	95945
	3138	  	1305 W. Yosemite Ave.	  	Manteca	  	CA	  	95336
	3142	  	4103 Holiday Lane	  	Ottawa	  	IL	  	61350
	3149	  	415 Grass Valley Highway	  	Auburn	  	CA	  	95603
	3167	  	920 South Arkansas Avenue	  	Russellville	  	AR	  	72801


  
 59 










									
	Store
Number	  	Address	  	Town	  	State	  	Zip
	3209	  	795 S. Highway 49	  	Jackson	  	CA	  	95642
	3216	  	1503 West Ehringhaus Street	  	Elizabeth City	  	NC	  	27909
	5710	  	1025 North Texas Blvd.	  	Weslaco	  	TX	  	78596
	3219	  	835 Tucker Road #A and B	  	Tehachapi	  	CA	  	93561
	3222	  	St. Marys Square	  	Saint Marys	  	OH	  	45885
	3228	  	1700 Rainbow Drive	  	Canon City	  	CO	  	81212
	3249	  	427 Main Street	  	Woodland	  	CA	  	95695
	3256	  	2350 Miracle Mile Road	  	Bullhead City	  	AZ	  	86442
	3269	  	1701 Soscol Ave	  	Napa	  	CA	  	94559
	3279	  	615 East Hobson Way	  	Blythe	  	CA	  	92225
	3298	  	3120 Dredge Drive	  	Helena	  	MT	  	59602
	3302	  	1037 W. Broadway	  	Centralia	  	IL	  	62801
	3310	  	1704 W. Main St.	  	Carmi	  	IL	  	62821
	3327	  	707 North Lamar	  	Oxford	  	MS	  	38655
	3329	  	1310 Silver Heights Boulevard	  	Silver City	  	NM	  	88061
	3332	  	3117 West Broadway	  	Sedalia	  	MO	  	65301


  
 60 










									
	Store
Number	  	Address	  	Town	  	State	  	Zip
	3348	  	2507 Becker Drive	  	Brenham	  	TX	  	77833
	3353	  	Easton Market Place	  	Easton	  	MD	  	21601
	3358	  	345 Junction Highway	  	Kerrville	  	TX	  	78028
	3381	  	6375 M 72 West	  	Grayling	  	MI	  	49738
	3399	  	2400 - 8th Avenue Southwest	  	Jamestown	  	ND	  	58401
	3408	  	1801 East FM 700-C6	  	Big Spring	  	TX	  	79720
	3412	  	1299 W. Washington	  	Pittsfield	  	IL	  	62363
	3420	  	408 Central Avenue	  	Estherville	  	IA	  	51334
	3425	  	735 Old Austin Hwy	  	Bastrop	  	TX	  	78602
	3431	  	990 West 41st Street	  	Hibbing	  	MN	  	55746
	3438	  	321 North Beatty	  	Livingston	  	TX	  	77351
	3478	  	2121 North Main	  	Taylor	  	TX	  	76574
	3499	  	1702 Freedom Boulevard	  	Freedom	  	CA	  	95019
	3541	  	501 West North Avenue	  	Flora	  	IL	  	62839
	3556	  	1420 Cedar Lane	  	Tullahoma	  	TN	  	37388
	3561	  	325 S. Washington	  	Duquoin	  	IL	  	62832


  
 61 










									
	Store
Number	  	Address	  	Town	  	State	  	Zip
	3585	  	1315 North Norwood Street	  	Wallace	  	NC	  	28466
	3586	  	3001 North Highway 81	  	Duncan	  	OK	  	73533
	3597	  	301 Fairview	  	Crossett	  	AR	  	71635
	3628	  	912 Main Street	  	Winfield	  	KS	  	67156
	3634	  	3119 Cranberry Hwy	  	East Wareham	  	MA	  	02538
	3645	  	1605 - 7th Street North	  	Clanton	  	AL	  	35045
	3662	  	137 E. Illinois Street	  	Spearfish	  	SD	  	57783
	3685	  	1946 Bypass Rd.	  	Winchester	  	KY	  	40391
	3706	  	410 Pinola Drive SE	  	Magee	  	MS	  	39111
	3707	  	717 West Park Ave	  	Greenwood	  	MS	  	38930
	3715	  	740 N. Main Street	  	Fuquay-Varina	  	NC	  	27526
	3724	  	1544 N. Temple	  	Fayette	  	AL	  	35555
	3754	  	756 Century Ave SW	  	Hutchinson	  	MN	  	55350
	3780	  	1654 7th Street	  	Las Vegas	  	NM	  	87701
	3786	  	Ferram Plaza	  	Aguadilla	  	PR	  	00603
	3795	  	1406 Huntsville Highway	  	Fayetteville	  	TN	  	37334


  
 62 










									
	Store
Number	  	Address	  	Town	  	State	  	Zip
	3796	  	2919 W. Pine	  	Arkadelphia	  	AR	  	71923
	3831	  	915 13th Street SW	  	Spencer	  	IA	  	51301
	3881	  	703 W. Main St.	  	Olney	  	IL	  	62450
	6846	  	1317 Armory Drive	  	Franklin	  	VA	  	23851
	6987	  	1926 Hwy 64 North	  	Guymon	  	OK	  	73942
	7176	  	700 Tennessee Blvd.	  	Dalhart	  	TX	  	79022
	3723	  	1606 N. Locust Ave	  	Lawrenceburg	  	TN	  	38464
	7220	  	803 Martin St S	  	Pell City	  	AL	  	35128
	7467	  	1444 N. Broad Street	  	Tazewell	  	TN	  	37879
	7550	  	1800 Pipestone Rd	  	Benton Harbor	  	MI	  	49022
	7700	  	580 W Hwy 32	  	Stockton	  	MO	  	65785
	7721	  	99 Hwy 37 S	  	Cassville	  	MO	  	65625
	7732	  	3115 HWY 28 EAST	  	Pineville	  	LA	  	71360
	7765	  	El Trigal Plaza Shopping Center	  	Manati	  	PR	  	00674
	3907	  	1106 Highway 16 South	  	Graham	  	TX	  	76450
	3912	  	685 E. State Street	  	Georgetown	  	OH	  	45121


  
 63 










									
	Store
Number	  	Address	  	Town	  	State	  	Zip
	3927	  	1710 W. Main St.	  	Gun Barrel City	  	TX	  	75147
	3998	  	827 S. Main St.	  	Yreka	  	CA	  	96067
	9278	  	Carr. PR-3 Int PR 956 KM 24.5	  	Rio Grande	  	PR	  	00745
	9591	  	417 S. First St.	  	Lamesa	  	TX	  	79331
	9976	  	Carretera #3 km 82.5	  	Humacao	  	PR	  	00791
	1811	  	2720 State Highway 121	  	Euless	  	TX	  	76039
	1856	  	5864 N. Tarrant Pkwy	  	Ft. Worth	  	TX	  	76137
	1858	  	12770 South Freeway Suite 176	  	Burleson	  	TX	  	76028
	7567	  	145 W. FM 1382	  	Cedar Hill	  	TX	  	75104
	7686	  	6186 Retail Rd.	  	Dallas	  	TX	  	75231
	1741	  	9544 Manchester Rd.	  	Rock Hill	  	MO	  	63119
	1803	  	14173 Manchester Road Suite	  	Manchester (Town & Country)	  	MO	  	63011
	2930	  	1890 Wentzville Pkwy	  	Wentzville	  	MO	  	63385
	5171	  	455 N Hwy 67	  	Florissant	  	MO	  	63031
	5331	  	2947 Highway K	  	O’Fallon	  	MO	  	63366
	5392	  	40 Dillon Plaza	  	High Ridge	  	MO	  	63049


  
 64 










									
	Store
Number	  	Address	  	Town	  	State	  	Zip
	5900	  	3160 Telegraph Road	  	St. Louis	  	MO	  	63125
	1821	  	1294 Town Centre Dr.	  	Eagan	  	MN	  	55123
	1926	  	9721 E. Independence Blvd.	  	Matthews	  	NC	  	28105
	1931	  	8300 Tamarack Village	  	Woodbury	  	MN	  	55125
	1940	  	11669 Fountain Dr.	  	Maple Grove	  	MN	  	55369
	2192	  	701 Apollo Drive, Suite 130	  	Lino Lakes	  	MN	  	55014
	2202	  	4530-A 40th Street NW	  	Washington (Tenleytown)	  	DC	  	20016
	2426	  	2980 Prince William Parkway	  	Woodbridge	  	VA	  	22192
	2634	  	9821 Northlake Center Parkway	  	Charlotte (Northlake)	  	NC	  	28216
	2713	  	10035 Biddick Ln., Suite 100	  	Huntersville	  	NC	  	28078
	5091	  	2000 Cooper Foster Park	  	Lorain	  	OH	  	44053
	5120	  	5308 Detroit Road	  	Elyria	  	OH	  	44035
	5130	  	2300 Troy Road	  	Edwardsville	  	IL	  	62025
	5184	  	13348 Franklin Farm Road	  	Herndon	  	VA	  	20171
	5210	  	949 E. Aurora	  	Macedonia	  	OH	  	44056
	5320	  	501 #20 Beltline Road Suite P	  	Collinsville	  	IL	  	62234


  
 65 










									
	Store
Number	  	Address	  	Town	  	State	  	Zip
	5341	  	8459 Washington Street	  	Bainbridge	  	OH	  	44023
	5354	  	1180 N. Court Street	  	Medina	  	OH	  	44256
	5371	  	653 Carlyle Ave. Suite C	  	Belleville	  	IL	  	62221
	5411	  	3737 W Market St - Unit A	  	Fairlawn	  	OH	  	44333
	5474	  	4706 Route 8	  	Allison Park	  	PA	  	15101
	5774	  	6365 Multiplex Drive	  	Centreville	  	VA	  	20121
	5810	  	6009 Mahoning Avenue	  	Youngstown	  	OH	  	44515
	5871	  	7490 Broadview Road	  	Parma	  	OH	  	44134
	5022	  	23200 Lorain Road	  	North Olmsted	  	OH	  	44070
	5081	  	843 30th Street NW	  	Canton	  	OH	  	44709
	9296	  	300 Bonner Mall Way, Suite 102-105	  	Ponderay	  	ID	  	83852
	2024	  	2370 South Range Ave	  	Denham Springs	  	LA	  	70726
	5274	  	#2 Fairhaven Commons Way	  	Fairhaven	  	MA	  	02719
	5353	  	310 Pond Street (Rt. 126)	  	Ashland	  	MA	  	01721
	5103	  	95 Drum Hill Road	  	Chelmsford	  	MA	  	01824
	9286	  	2115A Commonwealth Ave.	  	Alhambra	  	CA	  	91803


  
 66 










									
	Store
Number	  	Address	  	Town	  	State	  	Zip
	9295	  	30485 Avenida de Las Flores	  	Rancho Santa Margarita	  	CA	  	92688
	1848	  	3951 Costco Drive	  	Tucson	  	AZ	  	85741
	1829	  	13277 W. McDowell Rd.	  	Goodyear	  	AZ	  	85338
	4778	  	8684 E. Raintree Dr.	  	Scottsdale	  	AZ	  	85260
	7537	  	401 East Bell Rd.	  	Phoenix	  	AZ	  	85022
	3008	  	2100 S. Gilbert Rd.	  	Chandler	  	AZ	  	85286
	1808	  	1150 N. Fry Rd.	  	Houston (Katy)	  	TX	  	77084
	1809	  	14215 FM 2920	  	Tomball	  	TX	  	77377
	1857	  	2805 Gulf Freeway South	  	League City	  	TX	  	77573
	1859	  	15242 Wallisville Rd.	  	Houston (Wallisville)	  	TX	  	77049
	1938	  	10904 Memorial Hermann Dr.	  	Pearland	  	TX	  	77584
	1965	  	5932 Fairmont Parkway	  	Pasadena	  	TX	  	77505
	5246	  	649 S. Mason Rd.	  	Katy	  	TX	  	77450
	7178	  	15850 Southwest Freeway	  	Sugar Land	  	TX	  	77478
	7379	  	25704 Northwest Freeway	  	Cypress	  	TX	  	77429
	7391	  	1302 West Davis Street	  	Conroe	  	TX	  	77304


  
 67 










									
	Store
Number	  	Address	  	Town	  	State	  	Zip
	7389	  	7011 FM 1960 East	  	Humble	  	TX	  	77346
	1819	  	5601 Liberty Grove Road	  	Rowlett	  	TX	  	75089
	1928	  	1405 Hwy 287 North, Suite 107	  	Mansfield	  	TX	  	76063
	1936	  	5810 Long Prairie Rd.	  	Flower Mound	  	TX	  	75028
	1937	  	1925 Central Expressway Bldg. G	  	McKinney	  	TX	  	75070
	5086	  	11293 Fuqua Rd.	  	Houston	  	TX	  	77089
	5247	  	4550 Highway 6 South	  	Sugarland	  	TX	  	77479
	5067	  	6793 Spencer Highway	  	Pasadena	  	TX	  	77505
	2004	  	2001 Widewaters Parkway	  	Knightdale	  	NC	  	27545
	5195	  	9425 Jones Road	  	Houston	  	TX	  	77065
	5196	  	4690 Louetta	  	Spring	  	TX	  	77388
	5457	  	8475 Highway 6 North	  	Houston	  	TX	  	77095
	5736	  	4775 W. Panther Crk Dr Ste 270	  	Woodlands	  	TX	  	77381
	9666	  	511 Rt. 70 East #300	  	Brick	  	NJ	  	08723
	5134	  	235 Ridgedale	  	Cedar Knolls	  	NJ	  	07927
	9668	  	780 Rt. 3 West	  	Clifton	  	NJ	  	07012


  
 68 










									
	Store
Number	  	Address	  	Town	  	State	  	Zip
	5604	  	305 Second Ave. - Suite 201	  	Collegeville	  	PA	  	19426
	5083	  	3762 Easton-Nazareth Hwy.	  	Easton	  	PA	  	18045
	5033	  	540 Oxford Valley Road	  	Fairless Hills	  	PA	  	19030
	5243	  	616 N. Delsea Dr. (RT 47)	  	Glassboro	  	NJ	  	08028
	5804	  	1926 Union Valley Road	  	Hewitt	  	NJ	  	07421
	5874	  	4010 Rt. 9 South	  	Howell	  	NJ	  	07731
	5293	  	2170 County Line Road	  	Huntingdon Valley	  	PA	  	19006
	5213	  	817 E. Baltimore Pike	  	Kennett Square	  	PA	  	19348
	5902	  	80 Godwin Avenue	  	Midland Park	  	NJ	  	07432
	5843	  	400 College Square	  	Newark	  	DE	  	19713
	5124	  	13 Hampton House / Rt. 206N	  	Newton	  	NJ	  	07860
	5223	  	2811 Dekalb Pike	  	Norristown	  	PA	  	19401
	5980	  	700 Nutt Road, Ste 500	  	Phoenixville	  	PA	  	19460
	5123	  	70 Northwest End Blvd.	  	Quakertown	  	PA	  	18951
	5473	  	551-556 Raritan Road	  	Roselle	  	NJ	  	07203
	4661	  	4910 Hadley Center Drive	  	S. Plainfield	  	NJ	  	07080


  
 69 










									
	Store
Number	  	Address	  	Town	  	State	  	Zip
	5164	  	7150 Hamilton Blvd. Box 808	  	Trexlertown	  	PA	  	18087
	7172	  	5851 NJ Rte 42 South	  	Turnersville	  	NJ	  	08012
	5284	  	1661 Easton Road C-1	  	Warrington	  	PA	  	18976
	2235	  	6169 S. Jog Rd. Suite 8A-10A	  	Lake Worth	  	FL	  	33467
	2785	  	13550 SW 120th Street, Bay 418	  	Miami (Kendall)	  	FL	  	33186
	4256	  	6605 S. Dixie Highway	  	Miami (Dadeland)	  	FL	  	33143
	7557	  	4376 North State Road 7	  	Coral Springs	  	FL	  	33067
	7565	  	7910 W. Commercial Blvd.	  	Lauderhill	  	FL	  	33351
	9522	  	2931 West Shore Drive	  	Holland	  	MI	  	49424
	5472	  	3 N. Randall Road	  	Batavia	  	IL	  	60510
	2559	  	9269 S. Village Shop Drive	  	Sandy	  	UT	  	84094


  
 70 









 Schedule 1.1(b) 

OUTLET STORES LOCATIONS 
  

									
	Store
Number	  	Address	  	City	  	State	  	Zip
	7920	  	1265 Town Square Drive.	  	Ft. Worth	  	TX	  	76116
	9951	  	3610 Peck Dr.	  	El Monte	  	CA	  	36071
	4650	  	18355 LBJ Freeway unit 55	  	Mesquite	  	TX	  	75150
	9405	  	12080 Carmel Mountain	  	Carmel Mountain	  	CA	  	92128
	4526	  	4560 Forest Hill Blvd	  	West Palm Beach	  	FL	  	33415
	9603	  	8284 Troy Pike	  	Huber Heights	  	OH	  	45424
	9785	  	8247 W Golf rd	  	Niles	  	Il	  	60174
	9411	  	11687 Westheimer Rd	  	West Houston	  	TX	  	77077
	9796	  	109 N Greenville Ave	  	Allen	  	TX	  	75002
	9756	  	16040 S. Harlem Ave	  	Tinley Park	  	IL	  	60477
	9696	  	1701 US Hwy 22	  	Plainfield	  	NJ	  	07060
	7704	  	8345 W. Belmont	  	River Grove	  	IL	  	60170
	9284	  	13435 Hwy, 183 N	  	Austin	  	TX	  	78750
	9764	  	200 W Bellview	  	Englewood	  	CO	  	80110
	9870	  	2235 S. Eastwood Drive	  	Woodstock	  	IL	  	60098
	9986	  	14453 Hall Rd	  	Shelby Township	  	MI	  	48315
	4790	  	6169 US Route 6	  	Portage	  	IN	  	46368
	7237	  	7055 East broadway	  	Tucson	  	AZ	  	85710
	9671	  	3700 William Penn Highway	  	Monroeville	  	PA	  	15146
	7818	  	19750 North Freeway (HI-45N)	  	Spring	  	TX	  	77373
	9670	  	540 S. Hwy 59	  	Naperville	  	IL	  	60540
	5060	  	2885 Gender Rd	  	Reynoldsburg	  	OH	  	43068
	9114	  	2700 Dekalb Pike	  	Norristown	  	PA	  	19401
	9282	  	11000 Veirs Mills Road	  	Silver Spring	  	MD	  	20902
	7359	  	2505-B Vista Way 1	  	Oceanside	  	CA	  	92054
	9983	  	6101 N Military Highway	  	Norfolk	  	VA	  	23518
	9974	  	545 Concord Pkwy	  	Concord	  	NC	  	28027
	7661	  	6801 Dixie Highway	  	Louisville	  	KY	  	40258
	9111	  	Discover Mills 5900 Sugarloaf Parkway	  	Lawrenceville	  	GA.	  	30043
	9112	  	8540 Maurer	  	Lenexa	  	KS	  	66219
	7911	  	29222 Carronada Dr	  	Perrysburg	  	OH	  	43551
	7089	  	12025 N 32nd St	  	Phoenix	  	AZ	  	85028
	7611	  	51 Spiral dr	  	Florence	  	KY	  	41042


  









									
	Store
Number	  	Address	  	City	  	State	  	Zip
	7592	  	6020 Sawmill Road Suite 300	  	Dublin	  	OH	  	43017
	9888	  	10176 SE 82nd AVE	  	Clackamas	  	OR	  	97086
	9849	  	10405 S. Eastern AVE	  	Henderson	  	NV	  	89074
	9944	  	8200 Belair RD	  	Baltimore	  	MD	  	21236
	9850	  	2101 Telegraph	  	Bloomfield	  	MI	  	48302
	9892	  	1302 Bridford PKWY	  	Greensboro	  	NC	  	27407
	9876	  	4300 Fayetteville RD	  	Raleigh	  	NC	  	27603
	7601	  	10200 Colerain Ave. Ste 11	  	Cincinatti	  	OH	  	45251
	7631	  	401 SOUTHWEST PLZ STE 105	  	Arlington	  	TX	  	76016
	7659	  	19800 HAWTHORNE BLVD #280	  	Torrence	  	CA	  	90503
	7349	  	857 North Val Vista Drive	  	Gilbert	  	AZ	  	85234
	7612	  	1140 ROSWELL ROAD SE	  	Marietta	  	GA	  	30062
	5264	  	5450 Highway 153	  	Hixson	  	TN	  	37343
	7546	  	898 N. Miami Beach Blvd	  	North Miami Beach	  	FL	  	33162
	7633	  	190 Frontage Road	  	West Haven	  	CT	  	06516
	7438	  	2335 East Imperial Highway	  	Brea	  	CA	  	92821
	9497	  	680 West Winton Avenue	  	Hayward	  	CA	  	94545
	7541	  	7647 W 88th Ave	  	Westminster	  	CO	  	80005
	7450	  	26662 Brookpark Extension	  	North Olmsted	  	OH	  	44070
	7440	  	35101 Euclid Ave	  	Willoughby	  	OH	  	44094
	9486	  	350 Glendale Ave.	  	Sparks	  	NV	  	89431
	7529	  	366 E. 1300 South	  	Orem	  	UT	  	84058
	7564	  	9571 South Blvd	  	Charlotte	  	NC	  	28273
	9897	  	820 Rector Drive East, Suite 120	  	San Antonio	  	TX	  	78209
	7533	  	1117 Woodruff Rd, Suite K.	  	Greenville	  	SC	  	29607
	7556	  	1915 Mount Zion Rd	  	Morrow	  	GA	  	30260
	6052	  	8245B North Florida Road	  	Tampa	  	FL	  	33604
	9229	  	1200 Blumenfeld Dr, Suite C	  	Sacramento	  	CA	  	95815
	7586	  	7910 S.W. 104th St.	  	Miami	  	FL	  	33156
	5282	  	728 South Orange	  	West Covina	  	CA	  	91790
	5298	  	2280 Griffin Way	  	Corona East	  	CA	  	92879
	7652	  	2700 Winter Street NE	  	Minneapolis	  	MN	  	55413
	7457	  	3555-2 St. John’s Bluff Road	  	Jacksonville	  	FL	  	32224
	7538	  	15711 1/2 Aurora Ave. North	  	Shoreline	  	WA	  	98133
	7593	  	2005 South Military Hwy	  	Chesapeake	  	VA	  	23320
	7588	  	393 East Main St	  	Hendersonville	  	TN	  	37075
	7590	  	7333 W. 79th Street	  	Bridgeview	  	IL	  	60455
	5342	  	1561 Almonesson Rd	  	Deptford	  	NJ	  	08096


  
 2 









									
	Store
Number	  	Address	  	City	  	State	  	Zip
	7507	  	5799 Rome-Taberg Rd	  	Rome	  	NY	  	13440
	7562	  	6045 S. Packard Ave.	  	Cudahy	  	WI	  	53110
	7424	  	2209 North Hampton Street	  	Holyoke	  	MA	  	01040
	5397	  	4500 NE 122nd Ave.	  	Portland	  	OR	  	97230
	7561	  	9860 Telegraph Road	  	Taylor	  	MI	  	48180
	5361	  	495 Prospect Ave #11	  	West Orange	  	NJ	  	07052
	5365	  	2661A S Woodland Blvd	  	Deland	  	FL	  	32704
	4583	  	3203 N Mayfair RD	  	Wauwatosa	  	WI	  	53222
	4585	  	1000-2 Montauk Hwy	  	West Babylom	  	NY	  	11704
	5207	  	1750 Richmond Rd	  	McHenry	  	IL	  	60050
	4595	  	Carr. 176 K.M. 0.3	  	Cupey Bajo	  	PR	  	00926
	4598	  	5000 Arizona Mills Circle, Suite 625	  	Tempe	  	AZ	  	85282
	4696	  	5555 St. Louis Mills Blvd., Suite 283	  	Hazelwood	  	MO	  	63042
	4697	  	870 Great Mall Drive	  	Milpitas	  	CA	  	95035
	4599	  	2700 Potomac Mills Circle, Suite #707	  	Prince William	  	VA	  	22192
	4481	  	8090 NW 77th Court	  	Medley	  	FL	  	33166
	4486	  	3000 Grapevine Mills Parkway, Suite #117	  	Grapevine	  	TX	  	76051
	4611	  	141 85th Avenue NW	  	Coon Rapids	  	MN	  	55433
	4620	  	3467 Cleveland Ave.	  	Columbus	  	OH	  	43224
	4482	  	822 Summit Ave.	  	Elgin	  	IL	  	60120
	4617	  	1215 Marsh Lane, Suite #180	  	Carrollton	  	TX	  	75006
	4619	  	639 Gravois Bluff Blvd., Suite A	  	Fenton	  	MO	  	63026
	4621	  	1357 Franklin Mills Circle	  	Philadelphia	  	PA	  	19154
	4618	  	10347 Folsom Blvd.	  	Rancho Cordova	  	CA	  	95670
	4330	  	1910 York Road	  	Timonium	  	MD	  	21093
	4606	  	7415 South Cass Avenue	  	Darien	  	IL	  	60561
	4328	  	960 Sherman St.	  	San Diego	  	CA	  	92110
	4324	  	65 Holmes Rd.	  	Newington	  	CT	  	06111
	4044	  	500 Eagle Run Rd.	  	Newark	  	DE	  	19702
	4049	  	500 W. Warner Ave.	  	Santa Ana	  	CA	  	92707
	4185	  	5251 110th Ave. N., #120	  	Clearwater	  	FL	  	33760
	4119	  	5401 6th Ave. Suite 515	  	Tacoma	  	WA	  	98406
	4113	  	Shrewsbury Vlg Shpng Ctr. 1000 Boston Trnpk	  	Shrewsbury	  	MA	  	1545
	4335	  	4600 Park St. North	  	St.Petersburg	  	FL	  	33709
	4100	  	Spdwy Spr Ctr., 6022 W. Crawfordsville Rd.	  	Speedway	  	IN	  	46224
	4205	  	Riverplace Shop Ctr, 11111 San Jose Blvd. Suite 1	  	Jacksonville	  	FL	  	32223
	4333	  	1051 Washington Pike	  	Bridgeville	  	PA	  	15017


  
 3 









									
	Store
Number	  	Address	  	City	 	State	  	Zip
	4099	  	492 N. Main St.	  	Corona	 	CA	  	92880
	4823	  	133 Mariano S. Bishop Blvd.	  	Fall River	 	MA	  	02721
	4601	  	322 S. Burnt Mill Rd.	  	Voorhees	 	NJ	  	08043
	4958	  	2401 S. Vineyard Ave.	  	Ontario	 	CA	  	91761
	4121	  	27 51st St.	  	Pittsburgh	 	PA	  	15201
	4158	  	1936 W. 140th Ave.	  	San Leandro	 	CA	  	94577
	4994	  	4100 Tomlynn St. - Suite “A”	  	Richmond	 	VA	  	23230
	5230	  	12001 Sears Ave.	  	Livonia	 	MI	  	48150
	4071	  	701 Osage St.	  	Denver	 	CO	  	80204
	4356	  	642 Thompson Ln.	  	Nashville	 	TN	  	37204
	4248	  	98-600 Kamehameha Hwy.	  	Pearl City	 	HI	  	96782
	4345	  	3825 Forsyth Rd.	  	Winter Park	 	FL	  	32792
	5640	  	2065 N. George St.	  	Melrose Park	 	IL	  	60160
	4275	  	2301-A Mt. Industrial Blvd.	  	Tucker	 	GA	  	30084
	4057	  	5901 Griggs Rd.	  	Houston	 	TX	  	77023
	4001	  	3630 Front St.	  	Kansas City	 	MO	  	64120
	1902	  	5000 Alpha Rd	  	Farmers Branch	 	TX	  	75244
	1900	  	8585 S. Yosemite St.	  	Lone Tree	 	CO	  	80124
	1910	  	44075 W 12 Mile Rd	  	Novi	 	MI	  	48377
	1903	  	14453 Hall Rd	  	Sterling Heights (Shelby)	 	MI	  	48315


  
 4 








 Schedule 1.1(c) 

PR DEALER LOCATIONS 
  

			
	Unit Number	  	Address
	2707	  	Carretera No. 2 Barrio Candelaria KM 18.3, Toa Baja, PR 00949
	3224	  	Carretera No. 2 Km 110.3, Isabela, PR 00662
	3299	  	Road 111 km. 15.6, Bo Hato Arriba, San Sebastian, PR 00685
	3714	  	KM 2.8 Bo Quebradillas, RD # 152, Barranquitas, PR 00794
	6546	  	Ferram Plaza, RD#2 KM125.1, Int RD#459, Aguadilla, PR 00603
	7735	  	Carr. 167 Esq. 199, Rexville Town Center, Space 048, Bayamon, PR 00956
	7765	  	El Trigal Plaza Shopping Center, Road #2 Int. Road 149, Manati, PR 00674
	9278	  	Carr. PR-3 Int PR 956 KM 24.5, Barrio Guzman Abajo, Rio Grande, PR 00745
	9741	  	Local #10 Quatro Calles Shop CTR 200Carretera 116 STE, Yauco, PR 00698
	9747	  	1000 Jesus T. Pinero Ave., Space #5, Cayey, PR 00736
	9976	  	475 Carr #3 Suite 6, Humacao, PR 00791


  








 Schedule 1.1(d) 

PR OUTLET LOCATIONS 
  

			
	Unit Number	  	Address
	4595	  	Carr. 176 K.M. 0.3, PR 00926


  
 2 








 Schedule 1.1(e) 

CERTAIN REAL ESTATE LOCATIONS 
 (i) Hometown Stores 
  

											
	 Current “S” numbers and “D”
numbers are identical
	  	 CITY
	  	 STATE
	  	 Tenant Entity

under Lease
	  	 Lease/Own/GL
	  	 Manner of Transfer

- A, S, NL, D/O

	S7363 (prior D7220)	  	Pell City	  	AL	  	KMART CORP.	  	Dealer Inside Leased
Kmart # 4769	  	N/A
						
	S1829	  	Goodyear	  	AZ	  	SAHS	  	Leased	  	N/A
						
	S7537	  	Phoenix	  	AZ	  	SAHS	  	Leased	  	N/A
						
	S9080 (prior D3008)	  	Chandler	  	AZ	  	SAHS	  	Leased	  	N/A
						
	S5889 (prior D3499)	  	Freedom	  	CA	  	KMART CORP.	  	Dealer Inside G/L
Kmart # 3725	  	N/A
						
	S4718	  	Chino	  	CA	  	SAHS	  	Leased	  	N/A
						
	S9295	  	Rancho Santa Margarita	  	CA	  	SAHS	  	Leased	  	N/A
						
	S9286	  	Alhambra	  	CA	  	SAHS	  	Leased	  	N/A
						
	S5312	  	Colorado Spgs	  	CO	  	KMART	  	Dealer Inside Leased
Kmart # 7572	  	N/A
						
	S7497	  	Superior	  	CO	  	SAHS	  	Leased	  	N/A


  
 3 









											
	 Current “S” numbers and “D”
numbers are identical
	  	 CITY
	  	 STATE
	  	 Tenant Entity

under Lease
	  	 Lease/Own/GL
	  	 Manner of Transfer

- A, S, NL, D/O

	S1444	  	Norwalk	  	CT	  	SAHS	  	Leased	  	N/A
						
	S7703	  	Stamford	  	CT	  	SAHS	  	Leased	  	N/A
						
	S2202	  	Washington (Tenleytown)	  	DC	  	SRC	  	Leased	  	SUBLEASE
						
	S6581 (prior D3815)	  	Inverness	  	FL	  	KMART CORP.	  	Dealer Inside Leased
Kmart # 9793	  	N/A
						
	S5321	  	Zephyrhills	  	FL	  	KMART CORP.	  	Dealer Inside Leased
Kmart # 3761	  	N/A
						
	S2566	  	Largo	  	FL	  	SAHS	  	Leased	  	N/A
						
	S2925	  	Tampa (Carrollwood)	  	FL	  	SAHS	  	Leased	  	N/A
						
	S2235	  	Lake Worth	  	FL	  	SAHS	  	Leased	  	N/A
						
	S7565	  	Lauderhill	  	FL	  	SAHS	  	Leased	  	N/A
						
	S7557	  	Coral Springs	  	FL	  	SAHS	  	Leased	  	N/A
						
	S2785	  	Miami	  	FL	  	SAHS	  	Leased	  	N/A
						
	S9073 (prior D3005)	  	Snellville	  	GA	  	SAHS	  	Leased	  	N/A


  
 4 









											
	 Current “S” numbers and “D”
numbers are identical
	  	 CITY
	  	 STATE
	  	 Tenant Entity

under Lease
	  	 Lease/Own/GL
	  	 Manner of Transfer

- A, S, NL, D/O

	S9242 (prior D3034)	  	Conyers	  	GA	  	SAHS	  	Leased	  	N/A
						
	S9472 (prior D3096)	  	Lawrenceville	  	GA	  	SAHS	  	Leased	  	N/A
						
	S9077 (prior D3015)	  	Cumming (Suwanee)	  	GA	  	SAHS	  	Leased	  	N/A
						
	S9227 (prior D3004)	  	Cumming	  	GA	  	SAHS	  	Leased	  	N/A
						
	S9504 (prior D3116)	  	McDonough	  	GA	  	SAHS	  	Leased	  	N/A
						
	S7569	  	Hiram	  	GA	  	SAHS	  	Leased	  	N/A
						
	S1816	  	Lilburn	  	GA	  	SAHS	  	Leased	  	N/A
						
	S5498 (prior D3085)	  	Dekalb	  	IL	  	SAHS	  	Leased	  	N/A
						
	S3099	  	Macomb	  	IL	  	N/A	  	Dealer Inside Owned
Kmart # 4781	  	N/A
						
	S7860	  	South Elgin	  	IL	  	SAHS	  	Leased	  	N/A
						
	S1861	  	North Aurora	  	IL	  	SAHS	  	Leased	  	N/A
						
	S1860	  	Oswego	  	IL	  	SAHS	  	Leased	  	N/A


  
 5 









											
	 Current “S” numbers and “D”
numbers are identical
	  	 CITY
	  	 STATE
	  	 Tenant Entity

under Lease
	  	 Lease/Own/GL
	  	 Manner of Transfer

- A, S, NL, D/O

	S7674	  	St Charles	  	IL	  	SAHS	  	Leased	  	N/A
						
	S5303	  	Leavenworth	  	KS	  	N/A	  	Dealer Inside Owned
Kmart # 9647	  	N/A
						
	S2194	  	Laurel	  	MD	  	SAHS	  	Leased	  	N/A
						
	S4702 (prior D3232)	  	Manistee	  	MI	  	N/A	  	Dealer Inside Owned
Kmart # 4845	  	N/A
						
	S1931	  	Woodbury	  	MN	  	SAHS	  	Leased	  	N/A
						
	S1940	  	Maple Grove	  	MN	  	SAHS	  	Leased	  	N/A
						
	S1821	  	Eagan	  	MN	  	SAHS	  	Leased	  	N/A
						
	S2192	  	Lino Lakes	  	MN	  	SAHS	  	Leased	  	N/A
						
	S6908	  	Crystal City	  	MO	  	SAHS	  	Dealer Inside Leased
Kmart # 9353	  	N/A


  
 6 









											
	 Current “S” numbers and “D”
numbers are identical
	  	 CITY
	  	 STATE
	  	 Tenant Entity

under Lease
	 	 Lease/Own/GL
	  	 Manner of Transfer

- A, S, NL, D/O

	S1801	  	Arnold	  	MO	  	SRC	 	Leased	  	SUBLEASE
						
	S1806	  	St Charles	  	MO	  	SAHS	 	Leased	  	N/A
						
	S1803	  	Manchester	  	MO	  	SAHS	 	Leased	  	N/A
						
	S2930	  	Wentzville	  	MO	  	SAHS	 	Leased	  	N/A
						
	S1741	  	Rock Hill	  	MO	  	SAHS	 	Leased	  	N/A
						
	S2634	  	Charlotte (Northlake)	  	NC	  	SAHS	 	Leased	  	N/A
						
	S2713	  	Huntersville	  	NC	  	SAHS	 	Leased	  	N/A
						
	S2004	  	Knightdale - Sears lease EXPIRED	  	NC	  	Mecklenburg
Wireless LLC*	 	Leased	  	N/A
						
	S5455 (prior D3033)	  	Claremont	  	NH	  	KMART
CORP.	 	Dealer Inside Leased
Kmart # 3569	  	N/A


  
 7 









											
	 Current “S” numbers and “D”
numbers are identical
	  	 CITY
	  	 STATE
	  	 Tenant Entity

under Lease
	  	 Lease/Own/GL
	  	 Manner of Transfer

- A, S, NL, D/O

	S9668	  	Clifton	  	NJ	  	SAHS	  	Leased	  	N/A
						
	S4661	  	S Plainfield	  	NJ	  	SAHS	  	Leased	  	N/A
						
	S9666	  	Brick	  	NJ	  	SAHS	  	Leased	  	N/A
						
	S7172	  	Turnesville	  	NJ	  	SAHS	  	Leased	  	N/A
						
	S1483	  	Mt Kisco	  	NY	  	SAHS	  	Leased	  	N/A
						
	S1928	  	Mansfield	  	TX	  	SAHS	  	Leased	  	N/A
						
	S1936	  	Flower Mound	  	TX	  	SAHS	  	Leased	  	N/A
						
	S1937	  	McKinney	  	TX	  	SAHS	  	Leased	  	N/A
						
	S1819	  	Rowlett	  	TX	  	SAHS	  	Leased	  	N/A
						
	S7391	  	Conroe	  	TX	  	SAHS	  	Leased	  	N/A
						
	S7379	  	Cypress	  	TX	  	SAHS	  	Leased	  	N/A
						
	S7403 (prior D7389)	  	Humble	  	TX	  	SAHS	  	Leased	  	N/A


  
 8 









											
	 Current “S” numbers and “D”
numbers are identical
	  	 CITY
	  	 STATE
	  	 Tenant Entity

under Lease
	  	 Lease/Own/GL
	  	 Manner of Transfer

- A, S, NL, D/O

	S1859	  	Houston (Wallisville Rd)	  	TX	  	SAHS	  	Leased	  	N/A
						
	S1938	  	Pearland	  	TX	  	SAHS	  	Leased	  	N/A
						
	S1858	  	Burleson	  	TX	  	SAHS	  	Leased	  	N/A
						
	S1808	  	Houston (Katy Hwy)	  	TX	  	SAHS	  	Leased	  	N/A
						
	S1965	  	Pasadena	  	TX	  	SAHS	  	Leased	  	N/A
						
	S1857	  	League City	  	TX	  	SAHS	  	Leased	  	N/A
						
	S1811	  	Euless	  	TX	  	SAHS	  	Leased	  	N/A
						
	S1809	  	Tomball	  	TX	  	SAHS	  	Leased	  	N/A
						
	S7567	  	Cedar Hill	  	TX	  	SAHS	  	Leased	  	N/A
						
	S1856	  	Ft. Worth	  	TX	  	SAHS	  	Leased	  	N/A
						
	S7178	  	Sugar Land	  	TX	  	SAHS	  	Leased	  	N/A
						
	S2426	  	Woodbridge	  	VA	  	SAHS	  	Leased	  	N/A


  
 9 









											
	 Current “S” numbers and “D”
numbers are identical
	  	 CITY
	  	 STATE
	  	 Tenant Entity

under Lease
	  	 Lease/Own/GL
	  	 Manner of Transfer

- A, S, NL, D/O

	S7693	  	Stafford	  	VA	  	SAHS	  	Leased	  	N/A
						
	S6856	  	Plymouth	  	WI	  	KMART CORP.	  	Dealer Inside Leased
Kmart # 3831	  	N/A
						
	S9291	  	Delafield	  	WI	  	SAHS	  	Leased	  	N/A
						
	S9292	  	Mequon	  	WI	  	SAHS	  	Leased	  	N/A


  
 10 









 (ii) Outlet Stores 
  

													
	 City
	  	 State
	  	 Own/Lease/
Embedded
	  	 Type of

Unit
	  	 Ownership
 of
 Embedded

Unit
	  	 Tenant Entity
under the Lease
	  	 Manner of
Transfer

	 Holyoke
	  	MA	  	Embedded	  	Kmart	  	Owned	  	N/A	  	LEASE
							
	 Cudahy
	  	WI	  	Embedded	  	Kmart	  	Owned	  	N/A	  	LEASE
							
	 Shoreline
	  	WA	  	Embedded	  	FLS	  	Owned	  	N/A	  	LEASE
							
	 Henderson
	  	NV	  	Embedded	  	Kmart	  	Owned	  	N/A	  	LEASE
							
	 Raleigh
	  	NC	  	Embedded	  	Kmart	  	Owned	  	N/A	  	LEASE
							
	 Greensboro
	  	NC	  	Embedded	  	Kmart	  	Owned	  	N/A	  	LEASE
							
	 Concord
	  	NC	  	Embedded	  	Kmart	  	Owned	  	N/A	  	LEASE
							
	 Norfolk
	  	VA	  	Embedded	  	Kmart	  	Owned	  	N/A	  	LEASE
							
	 St. Petersburg
	  	FL	  	Embedded	  	PRS	  	Owned	  	N/A	  	LEASE
							
	 Jacksonville
	  	FL	  	Embedded	  	PRS	  	Owned	  	N/A	  	LEASE
							
	 Nashville
	  	TN	  	Embedded	  	PRS	  	Owned	  	N/A	  	LEASE


  
 11 










													
	 City
	  	 State
	  	 Own/Lease/
Embedded
	  	 Type of

Unit
	  	 Ownership
 of
 Embedded

Unit
	  	 Tenant Entity
under the Lease
	  	 Manner of
Transfer

	 Sparks
	  	NV	  	Embedded	  	PRS	  	Owned	  	N/A	  	LEASE
							
	 San Juan
	  	PR	  	Embedded	  	RRC	  	Owned	  	N/A	  	LEASE
							
	 San Diego
	  	CA	  	Embedded	  	SLS	  	Owned	  	N/A	  	LEASE
							
	 Santa Ana
	  	CA	  	Embedded	  	SLS	  	Owned	  	N/A	  	LEASE
							
	 Newington
	  	CT	  	Embedded	  	SLS	  	Owned	  	N/A	  	FEE TRANSFER
							
	 Winter Park
	  	FL	  	Embedded	  	SLS	  	Owned	  	N/A	  	LEASE
							
	 Pittsburgh
	  	PA	  	Embedded	  	SLS	  	Owned	  	N/A	  	LEASE
							
	 Richmond
	  	VA	  	Embedded	  	SLS	  	Owned	  	N/A	  	LEASE
							
	 Melrose Park
	  	IL	  	Embedded	  	SLS	  	Owned	  	N/A	  	LEASE
							
	 West Haven
	  	CT	  	Embedded	  	SLS	  	Owned	  	N/A	  	FEE TRANSFER
							
	 Minneapolis
	  	MN	  	Embedded	  	SLS	  	Owned	  	N/A	  	LEASE


  
 12 










													
	 City
	  	 State
	  	 Own/Lease/
Embedded
	  	 Type of

Unit
	  	 Ownership
 of
 Embedded

Unit
	  	 Tenant Entity
under the Lease
	  	 Manner of
Transfer

	 Houston
	  	TX	  	Embedded	  	SLS	  	Owned	  	N/A	  	LEASE
							
	 Denver
	  	CO	  	Embedded	  	SLS	  	Owned	  	N/A	  	LEASE
							
	 Pearl City
	  	HI	  	Embedded	  	SLS	  	Owned	  	N/A	  	LEASE
							
	 Tucker
	  	GA	  	Embedded	  	SLS	  	Owned	  	N/A	  	LEASE
							
	 Newark
	  	DE	  	Embedded	  	SLS	  	Owned	  	N/A	  	LEASE
							
	 Phoenix
	  	AZ	  	Embedded	  	UUP	  	Owned	  	N/A	  	LEASE
							
	 San Leandro
	  	CA	  	Embedded	  	UUP	  	Owned	  	N/A	  	FEE TRANSFER
							
	 Woodstock
	  	IL	  	Embedded	  	UUP	  	Owned	  	N/A	  	FEE TRANSFER
							
	 Hayward
	  	CA	  	Embedded	  	UUP	  	Owned	  	N/A	  	LEASE
							
	 Wauwatosa
	  	WI	  	Embedded	  	Kmart	  	Leased	  	KMART CORP.;
licensed to S.O.S.	  	SUBLEASE
							
	 West Covina
	  	CA	  	Embedded	  	Kmart	  	Leased	  	KMART CORP.;
licensed to S.O.S.	  	SUBLEASE


  
 13 










													
	 City
	  	 State
	  	 Own/Lease/
Embedded
	  	 Type of

Unit
	  	 Ownership
 of
 Embedded

Unit
	  	 Tenant Entity
under the Lease
	  	 Manner of
Transfer

	 Portland
	  	OR	  	Embedded	  	Kmart	  	Leased	  	KMART CORP.;
licensed to S.O.S.	  	SUBLEASE
							
	 Tampa
	  	FL	  	Embedded	  	Kmart	  	Leased	  	KMART CORP.;
licensed to S.O.S.	  	SUBLEASE
							
	 Bridgeview
	  	IL	  	Embedded	  	Kmart	  	Leased	  	Kmart Stores of
Illinois, LLC;
licensed to S.O.S.	  	SUBLEASE
							
	 Chesapeake
	  	VA	  	Embedded	  	Kmart	  	Leased	  	KMART CORP.	  	SUBLEASE
							
	 N Miami Beach
	  	FL	  	Embedded	  	Kmart	  	Leased	  	KMART CORP.;
licensed to S.O.S.	  	SUBLEASE
							
	 Miami
	  	FL	  	Embedded	  	Kmart	  	Leased	  	S.O.S., license
agreement	  	SUBLEASE
							
	 Bloomfield Hills
	  	MI	  	Embedded	  	Kmart	  	Leased	  	KMART CORP.;
assigned to Kmart
of Michigan, Inc.
, short form
assignment	  	N/A
							
	 Sacramento
	  	CA	  	Embedded	  	RRC	  	Leased	  	SRC; licensed to
S.O.S. (document
not in Live Link -
See 9/7/08
assignment)	  	SUBLEASE
							
	 Kansas City
	  	MO	  	Embedded	  	SLS	  	Leased	  	S.O.S., license
agreement	  	SUBLEASE
							
	 Livonia
	  	MI	  	Embedded	  	SLS	  	Leased	  	SRC; licensed to
S.O.S.	  	FEE TRANSFER
							
	 Hendersonville
	  	TN	  	Embedded	  	UUP	  	Leased	  	SRC; licensed to
S.O.S.	  	SUBLEASE


  
 14 










													
	 City
	  	 State
	  	 Own/Lease/
Embedded
	  	 Type of

Unit
	  	 Ownership
 of
 Embedded

Unit
	  	 Tenant Entity
under the Lease
	  	 Manner of
Transfer

	 Marietta
	  	GA	  	Embedded	  	UUP	  	Leased	  	KMART CORP.	  	SUBLEASE
							
	 Perrysburg
	  	OH	  	Embedded	  	UUP	  	Leased	  	KMART CORP.	  	SUBLEASE
							
	 Lenexa
	  	KS	  	Embedded	  	UUP	  	Leased	  	KMART CORP.	  	SUBLEASE
							
	 Norristown
	  	PA	  	Embedded	  	UUP	  	Leased	  	KMART CORP.;	  	SUBLEASE
							
	 Brea
	  	CA	  	Embedded	  	UUP	  	Leased	  	SRC; licensed to
S.O.S.	  	SUBLEASE
							
	 Torrance
	  	CA	  	Embedded	  	UUP	  	Leased	  	SRC	  	SUBLEASE
							
	 Baltimore
	  	MD	  	Embedded	  	UUP	  	Leased	  	SRC	  	SUBLEASE
							
	 Deptford
	  	NJ	  	Leased	  	SEARS	  	LEASED	  	SRC	  	SUBLEASE
							
	 West Babylon
	  	NY	  	Embedded	  	Kmart	  	GL	  	N/A	  	SUBLEASE
							
	 Portage
	  	IN	  	Embedded	  	Hdw	  	GL	  	SRC	  	N/A -
LOCATION IS
CONTROLLED
BY HARDWARE
							
	 Tucson
	  	AZ	  	Embedded	  	Kmart	  	GL	  	KMART CORP.	  	SUBLEASE
							
	 Engelwood
	  	CO	  	Embedded	  	Kmart	  	GL	  	KMART CORP.	  	SUBLEASE


  
 15 










													
	 City
	  	 State
	  	 Own/Lease/
Embedded
	  	 Type of

Unit
	  	 Ownership
 of
 Embedded

Unit
	  	 Tenant Entity
under the Lease
	  	 Manner of
Transfer

	 Corona
	  	CA	  	Leased	  	—  	  	—  	  	S.O.S., license
agreement	  	SUBLEASE
							
	 Tacoma
	  	WA	  	Leased	  	—  	  	—  	  	SRC	  	SUBLEASE
							
	 Clearwater
	  	FL	  	Leased	  	—  	  	—  	  	S.O.S., short form
assignment	  	N/A
							
	 Bridgeville
	  	PA	  	Leased	  	—  	  	—  	  	S.O.S., short form
assignment	  	N/A
							
	 Grapevine
	  	TX	  	Leased	  	—  	  	—  	  	S.O.S., short form
assignment	  	N/A
							
	 Tempe
	  	AZ	  	Leased	  	—  	  	—  	  	S.O.S., short form
assignment	  	N/A
							
	 Prince William
	  	VA	  	Leased	  	—  	  	—  	  	S.O.S., short form
assignment	  	N/A
							
	 Voorhees
	  	NJ	  	Leased	  	—  	  	—  	  	SRC	  	SUBLEASE
							
	 Darien
	  	IL	  	Leased	  	—  	  	—  	  	S.O.S., short form
assignment	  	N/A
							
	 Coon Rapids
	  	MN	  	Leased	  	—  	  	—  	  	SRC, assigned to
S.O.S., short form
assignment	  	N/A
							
	 Carrollton
	  	TX	  	Leased	  	—  	  	—  	  	S.O.S., short form
assignment	  	N/A


  
 16 










													
	 City
	  	 State
	  	 Own/Lease/
Embedded
	  	 Type of

Unit
	  	 Ownership
 of
 Embedded

Unit
	  	 Tenant Entity
under the Lease
	  	 Manner of
Transfer

	 Rancho Cordova
	  	CA	  	Leased	  	—  	  	—  	  	SRC	  	SUBLEASE
							
	 Fenton
	  	MO	  	Leased	  	—  	  	—  	  	S.O.S., short form
assignment	  	N/A
							
	 Columbus
	  	OH	  	Leased	  	—  	  	—  	  	SRC; assigned to
S.O.S. , short
form not used	  	N/A
							
	 Franklin Mills
	  	PA	  	Leased	  	—  	  	—  	  	S.O.S., short form
assignment	  	N/A
							
	 Hazelwood
	  	MO	  	Leased	  	—  	  	—  	  	S.O.S., short form
assignment	  	N/A
							
	 Milpitas
	  	CA	  	Leased	  	—  	  	—  	  	S.O.S., short form
assignment	  	N/A
							
	 Fall River
	  	MA	  	Leased	  	—  	  	—  	  	SRC; assigned to
S.O.S. , short
form assignment	  	N/A
							
	 Ontario
	  	CA	  	Leased	  	—  	  	—  	  	S.O.S., short form
assignment	  	N/A
							
	 Reynoldsburg
	  	OH	  	Leased	  	—  	  	—  	  	S.O.S., lease	  	N/A
							
	 McHenry
	  	IL	  	Leased	  	—  	  	—  	  	SRC	  	SUBLEASE
							
	 Hixson
	  	TN	  	Leased	  	—  	  	—  	  	S.O.S., short form
assignment	  	N/A


  
 17 










													
	 City
	  	 State
	  	 Own/Lease/
Embedded
	  	 Type of

Unit
	  	 Ownership
 of
 Embedded

Unit
	  	 Tenant Entity
under the Lease
	  	 Manner of
Transfer

	 Corona
	  	CA	  	Leased	  	—  	  	—  	  	S.O.S., license
agreement	  	SUBLEASE
							
	 West Orange
	  	NJ	  	Leased	  	—  	  	—  	  	S.O.S., short form
assignment	  	N/A
							
	 Deland
	  	FL	  	Leased	  	—  	  	—  	  	S.O.S., short form
assignment	  	N/A
							
	 Gilbert
	  	AZ	  	Leased	  	—  	  	—  	  	S.O.S., lease	  	N/A
							
	 Oceanside
	  	CA	  	Leased	  	—  	  	—  	  	S.O.S., lease	  	N/A
							
	 Willoughby
	  	OH	  	Leased	  	—  	  	—  	  	S.O.S., short form
assignment	  	N/A
							
	 North Olmsted
	  	OH	  	Leased
(Subleased)	  	—  	  	—  	  	SRC	  	SUBLEASE
							
	 Rome
	  	NY	  	Leased	  	—  	  	—  	  	S.O.S., short form
assignment	  	N/A
							
	 Orem
	  	UT	  	Leased	  	—  	  	—  	  	SRC	  	SUBLEASE
							
	 Greenville
	  	SC	  	Leased	  	—  	  	—  	  	SRC; assigned to
S.O.S. , short
form assignment	  	N/A
							
	 Westminster
	  	CO	  	Leased	  	—  	  	—  	  	S.O.S., lease	  	N/A
							
	 Morrow
	  	GA	  	Leased	  	—  	  	—  	  	S.O.S., short form
assignment	  	N/A
							
	 Taylor
	  	MI	  	Leased	  	—  	  	—  	  	SRC; assigned to
S.O.S. , short
form assignment	  	N/A


  
 18 










													
	 City
	  	 State
	  	 Own/Lease/
Embedded
	  	 Type of

Unit
	  	 Ownership
 of
 Embedded

Unit
	  	 Tenant Entity
under the Lease
	  	 Manner of
Transfer

	 Charlotte
	  	NC	  	Leased	  	—  	  	—  	  	S.O.S., short form
assignment	  	N/A
							
	 Dublin
	  	OH	  	Leased	  	—  	  	—  	  	S.O.S., lease	  	N/A
							
	 Cincinnati
	  	OH	  	Leased	  	—  	  	—  	  	S.O.S., lease	  	N/A
							
	 Florence
	  	KY	  	Leased	  	—  	  	—  	  	S.O.S., lease	  	N/A
							
	 Arlington
	  	TX	  	Leased	  	—  	  	—  	  	S.O.S., lease	  	N/A
							
	 Louisville
	  	KY	  	Leased	  	—  	  	—  	  	S.O.S., lease	  	N/A
							
	 River Grove
	  	IL	  	Leased	  	—  	  	—  	  	S.O.S., lease	  	N/A
							
	 Spring
	  	TX	  	Leased	  	—  	  	—  	  	S.O.S., lease	  	N/A
							
	 Speedway
	  	IN	  	Leased	  	—  	  	—  	  	SRC	  	SUBLEASE
							
	 Shrewsbury
	  	MA	  	Leased	  	—  	  	—  	  	S.O.S., short form
assignment	  	N/A
							
	 Jacksonville
	  	FL	  	Leased	  	—  	  	—  	  	S.O.S., short form
assignment	  	N/A


  
 19 










													
	 City
	  	 State
	  	 Own/Lease/
Embedded
	  	 Type of

Unit
	  	 Ownership
 of
 Embedded

Unit
	  	 Tenant Entity
under the Lease
	  	 Manner of
Transfer

	 Timonium
	  	MD	  	Leased	  	—  	  	—  	  	S.O.S., short form
assignment	  	N/A
							
	 Miami
	  	FL	  	Leased	  	—  	  	—  	  	S.O.S., short form
assignment	  	N/A
							
	 Elgin
	  	IL	  	Leased	  	—  	  	—  	  	SRC	  	SUBLEASE
							
	 Lawrenceville
	  	GA	  	Leased	  	—  	  	—  	  	S.O.S., short form
assignment	  	N/A
							
	 Wheaton
	  	MD	  	Leased	  	—  	  	—  	  	S.O.S., sublease	  	N/A
							
	 Naperville
	  	IL	  	Leased	  	—  	  	—  	  	S.O.S., lease	  	N/A
							
	 Plainfield
	  	NJ	  	Leased	  	—  	  	—  	  	S.O.S., sublease	  	N/A
							
	 Clackamas
	  	OR	  	Leased	  	—  	  	—  	  	SRC; assigned to
Homelife
Corporation, short
form not used	  	SUBLEASE
							
	 San Antonio
	  	TX	  	Leased	  	—  	  	—  	  	SRC	  	SUBLEASE
							
	 Austin
	  	TX	  	Leased	  	—  	  	—  	  	S.O.S., sublease	  	N/A
							
	 Monroeville
	  	PA	  	Leased	  	—  	  	—  	  	S.O.S., lease	  	N/A


  
 20 










													
	 City
	  	 State
	  	 Own/Lease/
Embedded
	  	 Type of

Unit
	  	 Ownership
 of
 Embedded

Unit
	  	 Tenant Entity
under the Lease
	  	 Manner of
Transfer

	 Tinley Park
	  	IL	  	Leased	  	—  	  	—  	  	S.O.S., lease	  	N/A
							
	 Carmel Mountain
	  	CA	  	Leased	  		  		  	Kmart	  	Sublease to Outlet
at no rent but w/ 6
month termination
right
							
	 El Monte
	  	CA	  	Leased	  		  		  	Kmart	  	Sublease to Outlet
at no rent but w/ 6
month termination
right
							
	 Sterling Hts/Shelby Township
	  	MI	  	Embedded	  	UUP	  	GL	  	SRC	  	1 YEAR
LICENSE
AGREEMENT
							
	 Novi
	  	MI	  	Leased	  		  		  		  	1 YEAR
LICENSE
AGREEMENT
							
	 Lone Tree
	  	CO	  	Leased	  		  		  		  	1 YEAR
LICENSE
AGREEMENT
							
	 Farmers Branch
	  	TX	  	Leased	  		  		  		  	1 YEAR
LICENSE
AGREEMENT


  
 21 









 (iii) Hardware Stores 

 

													
	 Unit
	  	 CITY
	  	 ST
	  	 SHC Format
	  	 Owned / Leased
	  	 Tenant Entity
under the Lease
	  	 Manner of Transfer
- A, S, NL, D/O

	S5044	  	Vernon	  	CT	  	Hardware	  	LEASED	  	SRC	  	closing 8/19/12;
lease exp 11/5/12
SUBLEASE
							
	S5154	  	Wallingford	  	CT	  	Hardware	  	LEASED	  	SRC	  	SUBLEASE
							
	S5484	  	Shelton	  	CT	  	Hardware	  	LEASED	  	SRC	  	SUBLEASE
							
	S5814	  	Bristol	  	CT	  	Hardware	  	LEASED	  	SRC	  	SUBLEASE
							
	S5843	  	Newark	  	DE	  	Franchise	  	LEASED	  	SRC	  	SUBLEASE
							
	S5472	  	Batavia/Windmill lakes	  	IL	  	Franchise	  	LEASED	  	SRC	  	SUBLEASE
							
	S5130	  	Edwardsville	  	IL	  	Franchise	  	LEASED	  	SRC	  	SUBLEASE
							
	S5320	  	Collinsville	  	IL	  	Franchise	  	LEASED	  	SRC	  	SUBLEASE
							
	S5371	  	Belleville	  	IL	  	Franchise	  	LEASED	  	SRC	  	SUBLEASE
							
	S5351	  	Orland Park	  	IL	  	Hardware	  	LEASED	  	SRC	  	SUBLEASE
							
	S5360	  	Alsip	  	IL	  	Hardware	  	LEASED	  	SRC	  	SUBLEASE
							
	S5702	  	Bolingbrook	  	IL	  	Hardware	  	LEASED	  	SRC	  	SUBLEASE


  
 22 










													
	 Unit
	  	 CITY
	  	 ST
	  	 SHC Format
	  	 Owned / Leased
	  	 Tenant Entity
under the Lease
	  	 Manner of Transfer
- A, S, NL, D/O

	S5772	  	Lake Zurich	  	IL	  	Hardware	  	LEASED	  	SRC	  	SUBLEASE
							
	S7073
5050	  	Downers Grove	  	IL	  	Hardware	  	LEASED	  	SRC	  	SUBLEASE
							
	S5157	  	Portage	  	IN	  	Hardware	  	LEASED	  	SRC	  	SUBLEASE
							
	S5291	  	Schererville	  	IN	  	Hardware	  	LEASED	  	SRC	  	SUBLEASE
							
	S5340	  	Fishers	  	IN	  	Hardware	  	LEASED	  	SRC	  	SUBLEASE
							
	S7053	  	Beech Grove (S#5031)	  	IN	  	Hardware	  	LEASED	  	SRC	  	SUBLEASE
							
	S7072
5041	  	Valparaiso	  	IN	  	Hardware	  	LEASED	  	SRC	  	SUBLEASE
							
	S8794	  	Avon	  	IN	  	Hardware	  	LEASED	  	SRC	  	SUBLEASE
							
	S5274	  	Fairhaven	  	MA	  	franchise	  	LEASED	  	SRC	  	SUBLEASE
							
	S5353	  	Ashland	  	MA	  	franchise	  	LEASED	  	SRC	  	SUBLEASE
							
	S7242	  	North Reading	  	MA	  	Hardware	  	LEASED	  	SRC	  	SUBLEASE
							
	S8971	  	Chelmsford	  	MA	  	Franchise	  	LEASED	  	SRC	  	SUBLEASE
							
	S9522	  	Holland	  	MI	  	Franchise	  	LEASED	  	SAHS	  	SUBLEASE
							
	S5171	  	Florissant	  	MO	  	Franchise	  	LEASED	  	SRC	  	SUBLEASE


  
 23 










													
	 Unit
	  	 CITY
	  	 ST
	  	 SHC Format
	  	 Owned / Leased
	  	 Tenant Entity
under the Lease
	  	 Manner of Transfer
- A, S, NL, D/O

	S5900	  	St Louis Telegraph	  	MO	  	Franchise	  	LEASED	  	SRC	  	Landlord exercised
early termination
option/store closing
SUBLEASE
							
	S5392	  	High Ridge	  	MO	  	Franchise	  	LEASED	  	SRC	  	SUBLEASE
							
	S5331	  	O’Fallon	  	MO	  	Franchise	  	LEASED	  	SRC	  	SUBLEASE
							
	S5124	  	Newton	  	NJ	  	Franchise	  	LEASED	  	SRC	  	SUBLEASE
							
	S5134	  	Cedar Knolls	  	NJ	  	franchise	  	LEASED	  	SRC	  	SUBLEASE
							
	S5173	  	West Caldwell	  	NJ	  	Hardware	  	LEASED	  	SRC	  	SUBLEASE
							
	S5243	  	Glassboro	  	NJ	  	Franchise	  	LEASED	  	SRC	  	SUBLEASE
							
	S5344	  	Berlin	  	NJ	  	Hardware	  	LEASED	  	SRC	  	SUBLEASE
							
	S5394	  	Bergenfield	  	NJ	  	Hardware	  	LEASED	  	SRC	  	SUBLEASE
							
	S5473	  	Roselle	  	NJ	  	Franchise	  	LEASED	  	SRC	  	SUBLEASE
							
	S5804	  	West Milford/Hewitt	  	NJ	  	Franchise	  	LEASED	  	SRC	  	SUBLEASE
							
	S5874	  	Howell	  	NJ	  	Franchise	  	LEASED	  	SRC	  	SUBLEASE


  
 24 










													
	 Unit
	  	 CITY
	  	 ST
	  	 SHC Format
	  	 Owned / Leased
	  	 Tenant Entity
under the Lease
	  	 Manner of Transfer
- A, S, NL, D/O

	S5902	  	Midland Park	  	NJ	  	Franchise	  	LEASED	  	SRC	  	SUBLEASE
							
	S5133	  	Queens Village	  	NY	  	Hardware	  	LEASED	  	SRC	  	SUBLEASE
							
	S5153	  	Patchogue	  	NY	  	Hardware	  	LEASED	  	SRC	  	SUBLEASE
							
	S5183	  	Lindenhurst	  	NY	  	Hardware	  	LEASED	  	SRC	  	closed 6/5/12
							
	S5403	  	Hauppauge	  	NY	  	Hardware	  	LEASED	  	SRC	  	closed 5/13/12; lease
exp 9/12/12
							
	S5483	  	Deer Park/North Babylon	  	NY	  	Hardware	  	LEASED	  	SRC	  	closed 5/13/12; lease
exp 8/23/12
							
	S5523	  	Port Jefferson	  	NY	  	Hardware	  	LEASED	  	SRC	  	SUBLEASE
							
	S5873	  	Tonawanda	  	NY	  	Hardware	  	LEASED	  	SRC	  	SUBLEASE
							
	S5904	  	Oneida	  	NY	  	Hardware	  	LEASED	  	SRC	  	SUBLEASE
							
	S5914	  	Shirley	  	NY	  	Hardware	  	LEASED	  	SRC	  	SUBLEASE
							
	S8798
5003	  	Westvale/Syracuse	  	NY	  	Hardware	  	LEASED	  	SRC	  	closing 8/12
							
	S8927
5073	  	Lockport	  	NY	  	Hardware	  	LEASED	  	SRC	  	SUBLEASE
							
	S8978
5104	  	Lake Ronkonkoma	  	NY	  	Hardware	  	LEASED	  	SRC	  	closing 9/21/12 SUBLEASE


  
 25 










													
	 Unit
	  	 CITY
	  	 ST
	  	 SHC Format
	  	 Owned / Leased
	  	 Tenant Entity
under the Lease
	  	 Manner of Transfer
- A, S, NL, D/O

	S5210	  	Macedonia	  	OH	  	Franchise	  	LEASED	  	SRC	  	Lease expired
							
	S5354	  	Medina	  	OH	  	Franchise	  	LEASED	  	SRC	  	SUBLEASE
							
	S5871	  	Parma	  	OH	  	Franchise	  	LEASED	  	SRC	  	SUBLEASE
							
	S5341	  	Bainbridge	  	OH	  	Franchise	  	LEASED	  	SRC	  	SUBLEASE
							
	S8955	  	Canton (5081)	  	OH	  	Franchise	  	LEASED	  	SRC	  	SUBLEASE
							
	S5810	  	Austintown (Youngstown)	  	OH	  	Franchise	  	LEASED	  	SRC	  	SUBLEASE
							
	S5091	  	Lorain	  	OH	  	Franchise	  	LEASED	  	SRC	  	SUBLEASE
							
	S5120	  	Sheffield/Elyria	  	OH	  	Franchise	  	LEASED	  	SRC	  	SUBLEASE
							
	S5301	  	Henderson	  	OH	  	Hardware	  	LEASED	  	SRC	  	SUBLEASE
							
	S5401	  	Westerville	  	OH	  	Hardware	  	LEASED	  	SRC	  	SUBLEASE
							
	S5411	  	Fairlawn	  	OH	  	Franchise	  	LEASED	  	SRC	  	SUBLEASE
							
	S5481	  	Hilliard	  	OH	  	Hardware	  	LEASED	  	SRC	  	SUBLEASE
							
	S5502	  	Landen (Loveland)	  	OH	  	Hardware	  	LEASED	  	SRC	  	SUBLEASE
							
	S7051
/ 5022	  	North Olmsted	  	OH	  	Franchise	  	LEASED	  	Leased	  	Sublease


  
 26 










													
	 Unit
	  	 CITY
	  	 ST
	  	 SHC Format
	  	 Owned / Leased
	  	 Tenant Entity
under the Lease
	  	 Manner of Transfer
- A, S, NL, D/O

	S5564	  	Pickerington	  	OH	  	Hardware	  	LEASED	  	SRC	  	SUBLEASE
							
	S8921
5062	  	Kettering	  	OH	  	Hardware	  	LEASED	  	SRC	  	SUBLEASE
							
	S8952
5080	  	Fairfield	  	OH	  	Hardware	  	LEASED	  	SRC	  	SUBLEASE
							
	S5474	  	Allison Park	  	PA	  	Franchise	  	LEASED	  	SRC	  	SUBLEASE
							
	S5083	  	Easton	  	PA	  	Franchise	  	LEASED	  	SRC	  	SUBLEASE
							
	S5113	  	City Line Ave/Philly	  	PA	  	Hardware	  	LEASED	  	SRC	  	closing 8/19/12;
lease exp 12/31/12
							
	S5123	  	Quakertown	  	PA	  	Franchise	  	LEASED	  	SRC	  	SUBLEASE
							
	S5164	  	Trexlertown	  	PA	  	Franchise	  	LEASED	  	SRC	  	SUBLEASE
							
	S5213	  	Kennett Sq	  	PA	  	Franchise	  	LEASED	  	SRC	  	SUBLEASE
							
	S5284	  	Doylestown	  	PA	  	franchise	  	LEASED	  	SRC	  	SUBLEASE
							
	S5293	  	Huntingdon Vally	  	PA	  	franchise	  	LEASED	  	SRC	  	SUBLEASE
							
	S5604	  	Collegeville	  	PA	  	franchise	  	LEASED	  	SRC	  	SUBLEASE
							
	S5923	  	Morrisville	  	PA	  	Hardware	  	LEASED	  	SRC	  	SUBLEASE


  
 27 










													
	 Unit
	  	 CITY
	  	 ST
	  	 SHC Format
	  	 Owned / Leased
	  	 Tenant Entity
under the Lease
	  	 Manner of Transfer
- A, S, NL, D/O

	S5934	  	Kenhorst	  	PA	  	Hardware	  	LEASED	  	SRC	  	SUBLEASE
							
	S5980	  	Phoenixville	  	PA	  	franchise	  	LEASED	  	SRC	  	SUBLEASE
							
	S5033	  	Fairless Hills	  	PA	  	franchise	  	LEASED	  	SRC	  	SUBLEASE
							
	S5247	  	Sugarland	  	TX	  	Franchise	  	LEASED	  	SRC	  	SUBLEASE
							
	S5246	  	Katy	  	TX	  	Franchise	  	LEASED	  	SRC	  	SUBLEASE
							
	S5457	  	Houston/Hwy 6 N	  	TX	  	Franchise	  	LEASED	  	SRC	  	SUBLEASE
							
	S5086	  	Fuqua Rd/Houston	  	TX	  	Franchise	  	LEASED	  	SRC	  	SUBLEASE
							
	S5195	  	Houston/Jones Rd	  	TX	  	Franchise	  	LEASED	  	SRC	  	SUBLEASE
							
	S5196	  	Spring	  	TX	  	Franchise	  	LEASED	  	SRC	  	SUBLEASE
							
	S8925	  	Pasadena	  	TX	  	Franchise	  	LEASED	  	SRC	  	Lease expired -
franchise has a direct
deal with landlord
							
	S5087	  	Kingwood	  	TX	  	Hardware	  	LEASED	  	SRC	  	Sublease
							
	S5736	  	The Woodlands	  	TX	  	franchise	  	LEASED	  	SRC	  	SUBLEASE
							
	S5184	  	Herndon	  	VA	  	franchise	  	LEASED	  	SRC	  	SUBLEASE


  
 28 










													
	 Unit
	  	 CITY
	  	 ST
	  	 SHC Format
	  	 Owned / Leased
	  	 Tenant Entity
under the Lease
	  	 Manner of Transfer
- A, S, NL, D/O

	S5774	  	Centreville	  	VA	  	Franchise	  	LEASED	  	SRC	  	SUBLEASE
							
	S5471	  	Germantown	  	WI	  	Hardware	  	LEASED	  	SRC	  	SUBLEASE
							
	S5223	  	Norristown	  	PA	  	Hardware	  	OWNED	  	OWNED	  	SRC leasing to
SAHS till June 2015;
SRC assigning to
SAHS the right to
enter into ground
leases for the
property after
6/2015.
							
	S5954	  	Windham/Willimantic	  	CT	  	Hardware	  	OWNED	  	OWNED
AS OF
6/30/2000	  	DEED


  
 29