Exhibit





EXHIBIT 10.5



AMENDMENT TO MEZZANINE LOAN AGREEMENT


This Amendment to Mezzanine Loan Agreement (this “Amendment”), dated as of April 13, 2018, is by and between JPP, LLC, as administrative agent (together with its successors and assigns, “Administrative Agent”) and SRC SPARROW 2 LLC (“Borrower”) and amends that certain Mezzanine Loan Agreement, dated as of March 14, 2018 (the “Loan Agreement”; all capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Loan Agreement).
RECITALS
WHEREAS, on March 14, 2018 (the “Closing Date”), Administrative Agent, Lenders and Borrower entered into the Loan Agreement; 
WHEREAS, on the Closing Date, Lenders made a loan on the Closing Date in the aggregate principal amount equal to $240,000,000; 
WHEREAS, certain of the Lenders desire to make an additional loan to the Borrower in the amount of $66,656,928.36, which amount shall be secured by the Collateral;
WHEREAS, Lender and Borrower desire to amend the Loan Agreement in the manner hereinafter set forth;
In pursuance of such agreement and for good and valuable consideration, Lender and Borrower hereby agree as follows:
Section 1.Amendments of Loan Agreement.  Lender and Borrower hereby amend the Loan Agreement as follows:
(a)All references in the Loan Documents to the “Loan Agreement” shall mean the Loan Agreement as amended by this Amendment.
(b)The following definition shall be added to Section 1.01 of the Loan Agreement:
“Additional Advance Date” means April 13, 2018.
(c)The definition of “Commitment” in Section 1.01 of the Loan Agreement is hereby replaced in its entirety by the following:
“Commitment” means, with respect to each Lender, such Lender’s commitment to make a Loan to Borrower, which Loans were made on the Effective Date and the Additional Advance Date. The amount of each Lender’s Commitment is set forth on Schedule 2.01. The aggregate amount of the Commitment of all Lenders as of the Additional Advance Date is $306,656,928.36. 
(d)The definition of “Note” in Section 1.01 of the Loan Agreement is hereby replaced in its entirety by the following:


	
			
	 
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“Note” means, collectively, (i) that certain Amended and Restated Promissory Note A-1, dated as of the Additional Advance Date, in the original principal amount of $286,128,834.39, made by Borrower to JPP, LLC, (ii) that certain Amended and Restated Promissory Note A-2, dated as of the Additional Advance Date, in the original principal amount of $20,528,094.97, made by Borrower to JPP II, LLC and (iii) each other note delivered by Borrower pursuant to Section 2.09(f), in each case, as such note may be replaced by multiple Notes in accordance with Section 2.09(f) and as otherwise assigned (in whole or in part), amended, restated, replaced, supplemented or otherwise modified in accordance herewith.
(e)All references in the Loan Documents to the Note shall refer to the “Note” as amended by this Amendment.
(f)Schedule 2.01 of the Loan Agreement is hereby replaced in its entirety by the Schedule 2.01 attached to this Amendment.
Section 2.Miscellaneous.  
(a)Borrower hereby (i) unconditionally ratifies and confirms, renews and reaffirms all of its obligations under the Loan Agreement and each of the other Loan Documents, (ii) acknowledges and agrees that such obligations remain in full force and effect, binding on and enforceable against it in accordance with the terms, covenants and conditions of the Loan Agreement as amended hereby and the other Loan Documents, in each case, without impairment, and (iii) waives and releases any and all claims, actions, causes of action, suits, and defenses that Borrower might have against Lender for or by reason of any matter, cause or thing whatsoever relating to the Loan.
(b)Borrower hereby represents and warrants that as of the date hereof and subject to the matters set forth on Schedule 1 attached hereto, (i) Borrower has the power and authority to enter into this Amendment and to perform its obligations under the Loan Agreement as amended hereby, (ii) Borrower has by proper action duly authorized the execution and delivery of this Amendment by Borrower, (iii) this Amendment has been duly executed and delivered by Borrower and constitutes Borrower’s legal, valid and binding obligations, enforceable in accordance with its terms, subject to bankruptcy, insolvency and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, (iv) Borrower is not in default under the Loan Agreement or any of the other Loan Documents beyond any applicable notice and cure periods, (v) Borrower has no defenses, offsets or counterclaims against the Indebtedness, and (vi) each of the representations and warranties of Borrower contained in the Loan Documents is true and correct in all material respects as of the date hereof.  
(c)Each Guarantor hereby (i) unconditionally approves and consents to this Amendment, (ii) unconditionally ratifies, confirms, renews and reaffirms all of its obligations under the Loan Documents to which it is a party (the “Guarantor Documents”), (ii) acknowledges and agrees that its obligations under the Guarantor Documents remain in full force and effect, binding on and enforceable against it in accordance with the terms, covenants 


	
			
	 
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and conditions of such documents without impairment, and (iii) waives and releases any and all claims, actions, causes of action, suits, and defenses that it might have against Lender for or by reason of any matter, cause or thing whatsoever relating to the Loan.
(d)Each Guarantor hereby represents and warrants that as of the date hereof(i) it has the power and authority to acknowledge this Amendment and to perform its obligations under the Guarantor Documents after giving effect to this Amendment, (ii) it has by proper action duly authorized such acknowledgement and performance, (iii) it is not in default under any Guarantor Document beyond any applicable notice and cure periods, (iv) it has no defenses, offsets or counterclaims against its obligations under the Guarantor Documents, and (v) each of the representations and warranties contained in the Guarantor Documents is true and correct in all material respects as of the date hereof.  
(e)Borrower and Guarantor acknowledge and agree that no oral communication or course of dealing from or on behalf of Lender shall constitute any waiver, agreement, commitment, or evidence of any assurance or intention of Lender with respect to the Loans, the Loan Agreement and/or the other Loan Documents, and that any waiver, agreement, commitment, assurance, or intention of Lender with respect to the Loans, the Loan Agreement and/or the other Loan Documents shall be effective only if in writing and duly executed by Lender.  Borrower and Guarantor acknowledge and agree that no Default or Event of Default shall be deemed to have been waived by Lender unless such waiver is in writing and duly executed by Lender. 
(f)This Amendment shall be governed by and construed and interpreted in accordance with the laws of the State of New York without regard to principles of conflicts of law.
(g)This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument.  Copies of originals, including copies delivered by facsimile, pdf or other electronic means, shall have the same import and effect as original counterparts and shall be valid, enforceable and binding for the purposes of this Amendment.
(h)The terms and provisions of Section 9.14 of the Loan Agreement are incorporated herein by reference and shall apply to Borrower and Guarantor hereunder with the same force and effect as if fully set forth herein.


[Signatures appear on following page]


	
			
	 
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Executed and delivered as of the date first hereinabove set forth.
	
		
	 
	LENDER:


JPP, LLC, a Delaware limited liability company,
as Administrative Agent 

By:   /s/ Edward S. Lampert         
       Name:  Edward S. Lampert 
       Title:    Authorized Signatory



	 
	

JPP, LLC, a Delaware limited liability company,
as Lender 

By:   /s/ Edward S. Lampert         
       Name:  Edward S. Lampert 
       Title:    Authorized Signatory



	 
	

JPP II, LLC, a Delaware limited liability company,
as Lender 

By:   /s/ Edward S. Lampert         
       Name:  Edward S. Lampert 
       Title:    Authorized Signatory



	 
	BORROWER:
SRC SPARROW 2 LLC, a Delaware limited liability company




By:   /s/ Robert A. Riecker         
       Name:  Robert A. Riecker 
       Title:    President




















	
			
	 
	 
	 




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	Solely with respect to the provisions herein that reference Guarantor:
GUARANTOR:


SEARS HOLDINGS CORPORATION, a Delaware corporation




By:   /s/ Robert A. Riecker         
       Name:  Robert A. Riecker 
       Title:    Chief Financial Officer





	 
	SEARS, ROEBUCK AND CO., a New York corporation




By:   /s/ Robert A. Riecker         
       Name:  Robert A. Riecker 
       Title:    Chief Financial Officer










	
			
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Schedule 1 – Exceptions to Representations and Warranties


		
	1.
	Schedule 3.01 attached to the Loan Agreement and the Mortgage Loan Agreement is hereby deleted in its entirety and replaced with Schedule 3.01 attached to this Schedule 1.












	
			
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Schedule 3.01
Organizational Chart











	
			
	 
	 
	 




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Schedule 2.01 – Commitments




LENDER                            COMMITMENT


JPP, LLC                            $247,128,834.39


JPP II, LLC                            $19,528,094.97


Luxor Capital, LLC                        $40,000,000


AGGREGATE COMMITMENTS                $306,656,928.36






	
			
	 
	 
	 




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