Form 6-K SEARS CANADA INC. For: Apr 23

Exhibit 99.1

BY-LAW NO. 1 (as amended) of

SEARS CANADA INC. (the “Corporation”)

I                                 INTERPRETATION

1.01                                                              Expressions used in this By-Law shall have the same meanings as corresponding expressions in the Canada Business Corporations Act (the “Act”).

II                            CORPORATE SEAL

2.01                                                              Until changed by the directors, the corporate seal of the Corporation shall be in the form impressed in the margin hereof.

III                       FINANCIAL YEAR

3.01                                                              Until changed by the directors, the financial year of the Corporation shall end on the Saturday falling closest to January 31 in each year.

IV                        DIRECTORS

4.01                                                              Number

The number of directors shall be not fewer than the minimum and not more than the maximum provided in the articles. At each election of directors the number elected shall be the number of directors then in office unless the directors or the shareholders otherwise determine.

4.02                                                              Quorum

A quorum for a meeting of directors shall be three or such greater or lesser number as the directors may from time to time determine provided that at least two of the directors present are not officers or employees of the Corporation or of its holding body corporate.

4.03                                                              Calling of Meetings

Meetings of the directors shall be held at such time and place as the Chairman of the Board, the President or any two directors may determine.

4.04                                                              Notice of Meetings

Notice of the time and place of each meeting of directors shall be given to each director by telephone not less than 24 hours before the time of the meeting or by written notice not less than 48 hours before the time of the meeting, provided that the first meeting immediately following a meeting of shareholders at which directors are elected may be held without notice if a quorum is present. Meetings may be held without notice if the directors waive or are deemed to waive notice.

4.05                                                             Chairman

The Chairman of the Board shall be appointed from among the directors and when present shall be the chair of meetings of directors and shall have such other powers and duties as the directors may determine. If the Chairman is absent for a meeting, the Vice-Chairman or the President if a director, or in their absence, a director chosen by the directors at the meeting, shall be the chair of any meeting of directors.

4.06                                                             Voting at Meetings

At meetings of directors each director shall have one vote and questions shall be decided by a majority of votes. In case of an equality of votes the Chairman of the meeting shall have a second or casting vote.

V                             OFFICERS

5.01                                                             General

The directors may from time to time appoint a Chairman of the Board, a President, one or more Vice-Presidents, a Secretary, a Treasurer, a Corporate Comptroller and such other officers as the directors may determine.

5.02                                                             President

Unless the directors otherwise determine the President shall be appointed from among the directors of the Corporation and shall have general supervision of its business and affairs and in the absence of the Chairman of the Board shall be chairman of meetings of directors and shareholders when present.

5.03                                                             Vice-President

A Vice-President shall have such powers and duties as the directors or the chief executive officer may determine.

5.04                                                             Secretary

The Secretary shall give required notices to shareholders, directors, auditors and members of committees, act as secretary of meetings of directors and shareholders when present, keep and enter minutes of such meetings, maintain the corporate records of the Corporation, have custody of the corporate seal and have such other powers and duties as the directors or the chief executive officer may determine.

5.05                                                             Treasurer

The Treasurer shall keep proper accounting records in accordance with the Act, have supervision over the safekeeping of securities and the deposit and disbursement of funds of the Corporation, report as required by the chief executive officer on the financial position of the Corporation, and have such other powers and duties as the directors or the chief executive officer may determine.

5.06                                                             Corporate Comptroller

The Corporate Comptroller shall have such powers and duties as the directors or the chief executive officer may determine.

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5.07                                                             Assistants

Any of the powers and duties of an officer to whom an assistant has been appointed by the directors may be exercised and performed by such assistant unless the directors or the chief executive officer otherwise direct.

5.08                                                             Term of Office

Each officer shall hold office until his successor is elected or appointed, provided that the directors may at any time remove any officer from office but such removal shall not affect the rights of such officer under any contract of employment with the Corporation.

VI                        SHAREHOLDERS

6.01                                                             Quorum

A quorum for the transaction of business at a meeting of shareholders shall be two persons present and each entitled to vote at the meeting.

6.02                                                             Casting Vote

In case of an equality of votes at a meeting of shareholders, the Chairman of the meeting shall have a second or casting vote.

6.03                                                             Scrutineers

The Chairman at any meeting of shareholders may appoint one or more persons (who need not be shareholders) to act as scrutineer or scrutineers at the meeting.

6.04                                                             Chairman

The Chairman of the Board may act as chair of any meeting of shareholders or may delegate the responsibility of chairing a meeting of shareholders to any other director or officer present at such meeting. If the Chairman is absent for a meeting of shareholders, and has not so delegated to another director or officer present at the meeting, then the President, or in his absence a director or officer chosen by those directors present at the meeting (failing which, by the shareholders at the meeting), shall be the chair of any meeting of shareholders.

VII                   DIVIDENDS AND RIGHTS

7.01                                                             Declaration of dividends

Subject to the Act the directors may from time to time declare dividends payable to the shareholders according to their respective rights and interest in the Corporation.

7.02                                                             Payment

A dividend payable in money shall be paid to each registered holder of shares of the class or series in respect of which it has been declared and transmitted to such registered holder at the address of such holder in the Corporation’s securities register, unless such holder otherwise directs. In the case of joint holders the payment shall be made, unless such joint holders otherwise direct, to such joint holders. Payment as aforesaid shall satisfy and discharge the liability for the dividend to the extent of the sum represented thereby plus the amount of any tax which the Corporation is required to and does withhold.

7.03                                                             Unclaimed Dividends

Any dividend unclaimed after a period of six years from the date on which the same has been declared to be payable shall be forfeited and shall revert to the Corporation.

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VIII              EXECUTION OF INSTRUMENTS

8.01                                                              Deeds, transfers, assignments, agreements, proxies and other instruments may be signed on behalf of the Corporation by any two directors or by a director and an officer or by one of the Chairman of the Board, the President, a Vice-President or an Assistant Vice-President together with one of the Secretary, an Assistant Secretary, the Treasurer, an Assistant Treasurer, the Corporate Comptroller or an Assistant Corporate Comptroller or in such other manner as the directors may determine.

IX                       NOTICE

9.01                                                              Any notice, document or other communication from the Corporation provided for herein or by the Act shall be sent to the shareholders: (a) by mail, postage prepaid, at their respective addresses appearing on the securities register of the Corporation or, in the event of the address of any such holder not so appearing, then at the last address of such holder known to the Corporation; or (b) by any other method as permitted by the Act and other applicable law from time to time, including by electronic means.

9.02                                                              Accidental omission to give any notice to any shareholder, director, auditor or member of a committee or non-receipt of any notice or any error in a notice not affecting the substance thereof shall not invalidate any action taken at any meeting held pursuant to such notice.

X                            REPEAL

10.01                                                       By-Law No. A-1 be and it is hereby repealed without prejudice to any action or actions heretofore taken thereunder.

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Exhibit 99.2

SEARS CANADA INC.

Corporate name / Dénomination sociale

370648-6

Corporation number / Numéro de société

Schedule / Annexe

Other Provisions / Autres dispositions

Schedule B of the Articles of the Corporation are amended and replaced with the following:

The minimum number of directors shall be 7 and the maximum number of directors shall be 20; within such limitations, the number of directors shall be determined by the directors of the Corporation from time to time.

The directors may appoint one or more additional directors to hold office for a term expiring no later than the close of the Corporation’s next annual meeting of shareholders.

Exhibit 99.3

SEARS CANADA INC.

Corporate name / Dénomination sociale

370648-6

Corporation number / Numéro de société

Schedule / Annexe

Other Provisions / Autres dispositions

The other provisions are amended and replaced with the following:

The holders of any class or any series of shares of the Corporation shall not be entitled to vote separtely as a class or series, as the case may be, on a proposal to amend the articles of the Corporation to increase or decrease any maximum number of authorized shares of such class or series or increase any maximum number of authorized shares of a class or series having rights or privileges equal or superior to the shares of such class or sereis, to affect an exchange, reclassification or cancellation of all or part of the shares of such class or series, or to create a new class or series of shares equal or superior to the shares of such class or series.

The directors may appoint one or more additional directors to hold office for a term expiring no later than the close of the Corporation’s next annual meeting of shareholders.

Exhibit 99.4

Execution Version

THIS SECOND AMENDING AGREEMENT made as of the 28th day of May, 2014

B E T W E E N:

SEARS CANADA INC., as Borrower

and

THE LENDERS NAMED HEREIN

and

THE L/C ISSUING BANK NAMED HEREIN

and

WELLS FARGO CAPITAL FINANCE CORPORATION CANADA

as Agent

WHEREAS Sears Canada Inc., as borrower (the “Borrower”), the banks, financial institutions and other institutional lenders listed on the signature pages thereto (the “Lenders”), the L/C Issuing Bank party hereto, and Wells Fargo Capital Finance Corporation Canada, as administrative agent (the “Agent”), entered into that certain credit agreement dated as of September 10, 2010 (as amended and in effect on the date hereof, the “Credit Agreement”) pursuant to which certain credit facilities were established in favour of the Borrower;

AND WHEREAS, the Borrower has requested an accommodation from the Agent and the lenders listed on the signature pages hereto (the “Lenders”) by way of amendments to the Credit Agreement on the terms and conditions set forth herein.

NOW THEREFORE THIS AMENDING AGREEMENT WITNESSES THAT in consideration of the covenants and agreements contained herein and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto agree as follows:

Section 1                     General

In this Amending Agreement (including the recitals) unless otherwise defined or the context otherwise requires, all capitalized terms shall have the respective meanings specified in the Credit Agreement, as amended hereby.

Section 2                     To be Read with Credit Agreement

This Amending Agreement is an amendment to the Credit Agreement.  Unless the context of this Amending Agreement otherwise requires, the Credit Agreement and this Amending Agreement shall be read together and shall have effect as if the provisions of the Credit Agreement and this

Amending Agreement were contained in one agreement. The term “Agreement” when used in the Credit Agreement means the Credit Agreement and the schedules thereto, as previously amended and as amended by this Amending Agreement and as may be further amended, revised, replaced, supplemented or restated from time to time.

Section 3                     Headings

The division of this Amending Agreement into Articles and Sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Amending Agreement.  The terms “this Amending Agreement”, “hereof”, “hereunder” and similar expressions refer to this Amending Agreement and not to any particular Article, Section or other portion hereof and include any agreement supplemental hereto.  Unless otherwise specified, references herein to Articles and Sections are to Articles and Sections of this Amending Agreement.

Section 4                     Number

Words importing the singular number only shall include the plural and vice versa, words importing the masculine gender shall include the feminine and neuter genders and vice versa.

Section 5                     Amendments

5.1                               Article I.

Section 1.01 of the Credit Agreement is amended as follows:

(a)                                 By deleting the definition of “Aggregate Commitments” in its entirety and by substituting the following in its stead:

“Aggregate Commitments” means the aggregate of the Commitments of all the Lenders.  As of the Second Amendment Effective Date, the Aggregate Commitments are CAN$300,000,000.

(b)                                 By deleting the definition of “Applicable Margin” in its entirety and by substituting the following in its stead:

“Applicable Margin” means, as of the Second Amendment Effective Date, (a) o% per annum for BA Rate Advances, LIBOR Rate Advances and Standby L/C Fees, and (b) o% per annum for Base Rate Advances, Prime Rate Advances and Commercial L/C Fees; provided, that on and after the first Adjustment Date occurring after the Second Amendment Effective Date, the Applicable Margin will be determined pursuant to the Pricing Grid; notwithstanding the foregoing, the Applicable Margin shall be established at Level 2 in the Pricing Grid until January 31, 2015 (even if the requirements for such Level or a lower Level are satisfied prior to that date). [Note: Applicable Margin rates deleted]

(c)                                  By deleting the definition of “Commitment Fee Rate” in its entirety and by substituting the following in its stead:

“Commitment Fee Rate” means o% per annum.[Note: Percentage commitment fee deleted]

(d)                                 By deleting the definition of “L/C Commitment” in its entirety and by substituting the following in its stead:

“L/C Commitment” means CAN$75,000,000.

(e)                                  By deleting “any Loan Party’s assets” in the third line of clause (g) of the definition of “Permitted Dispositions” and by substituting “the Borrower’s or any of its Subsidiaries’ assets” in its stead.

(f)                                   By deleting “any Loan Party” in the first line of clause (d) of the definition of “Permitted Investments” and by substituting “the Borrower or any of its Subsidiaries” in its stead.

(g)                                  By deleting the definition of “Required Lenders” in its entirety and by substituting the following in its stead:

“Required Lenders” means, at any time, the holders of more than 50% of the Commitments then in effect or, if the Commitments have been terminated, the holders of more than 50% of the Total Extensions of Credit then outstanding; provided that, at any time when there are two (2) or more Lenders, Required Lenders shall mean at least two (2) Lenders holding the amounts set forth above.

(h)                                 By deleting “CAN$100,000,000” in the definition of “Swingline Commitment” and by substituting “CAN$40,000,000” in its stead.

(i)                                     By deleting the definition of “Termination Date” in its entirety and by substituting the following in its stead:

“Termination Date” means the earlier of (a) May 28, 2019 and (ii) the date of termination in whole of the Commitments pursuant to Section 2.06 or 7.01.

(j)                                    By adding the following new definitions in appropriate alphabetical order therein:

“Canadian Defined Benefit Pension Plan” shall mean a Canadian Pension Plan which contains a “defined benefit provision” as defined in subsection 147.1(1) of the ITA.

“Canadian Defined Benefit Pension Termination Event” shall mean (a) the filing of a notice of intent with the applicable Governmental Authority to wholly terminate a Canadian Defined Benefit Pension Plan; (b) the filing of an amendment with the applicable Governmental Authority which wholly terminates a Canadian Defined Benefit Pension Plan; (c) the institution of proceedings by any Governmental Authority to wholly terminate a Canadian Defined Benefit Pension Plan; (d) the appointment by any Governmental Authority of a replacement administrator or trustee to wholly wind-up a Canadian Defined Benefit Pension Plan; or (e) the taking of any corporate or other action by a Loan Party to wholly terminate a Canadian Defined Benefit Pension Plan.

“Permitted Holder” means Parent or any Subsidiary of Parent, Edward Lampert or ESL Investments, Inc., and any of its Affiliates, other than a Loan Party.

“Second Amending Agreement” means the second amending agreement dated as of May 28, 2014 between the Borrower, the Agent, the Lenders and the LC Issuing Bank, providing for certain amendments to the Credit Agreement as set out therein.

“Second Amendment Effective Date” means May 28, 2014.

Section 1.03 of the Credit Agreement is hereby deleted in its entirety and the following substituted in its stead:

SECTION 1.03. Accounting Terms.

All accounting terms not specifically defined herein or in the other Loan Documents shall be construed in accordance with the IFRS as issued by the International Accounting Standards Board (“GAAP”) which for purposes of Section 6.03 shall be consistently applied.  If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth herein, and either the Borrower or the Required Lenders shall so request, the Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders which shall not be unreasonably withheld), provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change in principles and (ii) the Borrower shall provide to the Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.  For the avoidance of doubt, no retroactive change in GAAP shall apply to the construction of accounting terms under this Agreement in the absence of an amendment hereto in accordance with the terms of this Section 1.03.

5.2                               Article II.

Article II of the Credit Agreement is amended by deleting Section 2.20(f) in its entirety and by substituting the following in its stead:

“(f)                             The Agent shall, as soon as reasonably practicable and in any event within 10 Business Days following receipt of an interim Actuarial Report, prepared as of a date not more than 60 days prior to delivery to the Agent thereof and in a form consistent with the interim Actuarial Reports previously delivered to the Agent, and written notice from and request of the Borrower, release from the Mortgages granted to the Agent, one or more parcels of Qualifying Real Estate, provided that after giving effect to such release and any adjustment to the Wind-up Reserve in connection therewith, Pro Forma and Projected Excess Availability shall be at least 15% of the Line Cap.  The Agent shall, at the Borrower’s expense, execute such release, discharges or other documentation as may be requested by the Borrower to effect the forgoing.”

5.3                               Article V.

Article V of the Credit Agreement is amended by adding the following language to the end of Section 5.01(l):

“As of the Second Amendment Effective Date, no Loan Party maintains, sponsors or contributes, nor has any interest in a Person that maintains, sponsors or contributes, to any Canadian Defined Benefit Pension Plan other than those disclosed in Schedule 5.01(l) on the Second Amendment Effective Date or has any liabilities or obligations in respect of a Canadian Defined Benefit Pension Plan that has been terminated or wound up.  To the knowledge of the Borrower, no Canadian Defined Benefit Pension Termination Event has occurred.  No Lien exists, choate or inchoate, in respect of any Loan Party or their property in connection with any Canadian Defined Benefit Pension Plan (other than inchoate Liens pursuant to applicable Canadian federal or provincial pension benefit standards legislation for amounts required to be remitted but not yet due) unless such Liens, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.”

5.4                               Article VI.

(a)                                 Section 6.01(j) is amended by deleting clauses (i) and (ix) thereof in its entirety and by substituting the following in their respective steads:

“(i)                               (A)                               as soon as available and in any event within 50 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, (a) the consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such quarter and consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, duly certified (subject to year-end audit adjustments and ordinary course quarterly adjustments) by an Authorized Officer of the Borrower as having been prepared in accordance with GAAP and (b) a certificate of an Authorized Officer of the Borrower as to compliance with the terms of this Agreement and the other Loan Documents in the form of Exhibit G, including in reasonable detail the calculations necessary to determine the Fixed Charge Ratio (whether or not compliance therewith is then required under Section 6.03), provided that in the event of any change in GAAP used in the preparation of such financial statements, subject to Section 1.03, the Borrower shall also provide, if necessary for the calculation of the Fixed Charge Ratio, a statement of reconciliation conforming such financial statements to GAAP; and

(B)                               if for three (3) days (whether or not consecutive) during any 30-day period, Excess Availability is less than fifteen (15%) percent of the Line Cap, then as soon as available and in any event within 30 days after the end of each fiscal month of each fiscal year of the Borrower, (a) the consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such month and consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such month, duly certified (subject to year-end audit adjustments and ordinary course quarterly adjustments) by an Authorized Officer of the Borrower as having been prepared in accordance with GAAP and (b) a certificate of an Authorized Officer of the Borrower as to compliance with the terms of this Agreement and the other Loan Documents in the form of Exhibit G, including in reasonable detail the calculations necessary to determine the Fixed Charge Ratio (whether or not compliance therewith is then required under Section 6.03), provided that in the event of any change in GAAP used in the

preparation of such financial statements, subject to Section 1.03, the Borrower shall also provide, if necessary for the calculation of the Fixed Charge Ratio, a statement of reconciliation conforming such financial statements to GAAP.”

“(ix)  with respect to Canadian Pension Plans, promptly (A) after the filing thereof, a copy of any actuarial valuation prepared by the Borrower’s actuary with respect to amounts to be funded under the Canadian Pension Plans that is required to be filed with FSCO, (B) at any time after the occurrence of a Canadian Defined Benefit Pension Termination Event, after receipt, a copy of any material correspondence from a Governmental Authority in respect of a Canadian Defined Benefit Pension Plan; and (C) notice of the occurrence of any Canadian Defined Benefit Pension Termination Event;”

(b)                                 Section 6.02(b) is amended by renumbering clause (vi) thereof as clause (vii) and by adding the following new clause (vi) thereto:

“(vi) any Subsidiary of the Borrower may do any of the foregoing as a result of or in order to effectuate a Permitted Disposition hereunder,”

(c)                                  Section 6.02(d)(ii)(A) is amended by adding “or any other shareholder” after the words “to the Parent” in the second line thereof.

(d)                                 Section 6.02(e) is amended by adding the words “required under this Agreement or any other Loan Document” after the words “Lien in favor of the Agent” in the third line thereof.

5.5                               Article VII.

(a)                                 Section 7.01(k) to the Credit Agreement is hereby amended by adding the following language at the end thereof: “or the occurrence of a Canadian Defined Benefit Pension Termination Event; or”

(b)                                 Section 7.01 is amended by deleting clause (g) in its entirety and by substituting the following in its stead:

“(g) (i) Any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its Subsidiaries, and any Person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) other than a Permitted Holder becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire (such right, an “option right”), whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of 35% or more of the equity securities of Borrower entitled to vote for members of the Board of Directors of Borrower on a fully-diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right) and such “person” or “group” shall beneficially own (as such term is used herein) a greater percentage of the equity Securities of Borrower entitled to vote for members of the Board of Directors than the Permitted Holders shall, collectively, beneficially own; provided that for purposes of this provision, no person or group shall be deemed to have beneficial ownership of the securities of Borrower owned directly or indirectly by Parent or any of its Subsidiaries unless such person or group shall control (as defined in the definition of “Affiliate”) Parent; or (ii) during any period of 12 consecutive months, a majority of the members of the Board of Directors or other

equivalent governing body of Borrower cease to be composed of individuals (x) who were members of that board or equivalent governing body on the first day of such period, (y) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (x) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (z) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (x) and (y) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body (excluding, in the case of both clause (y) and clause (z), any individual whose initial nomination for, or assumption of office as, a member of that board or equivalent governing body occurs as a result of an actual or threatened solicitation of proxies or consents for the election or removal of one or more directors by any person or group other than a solicitation for the election of one or more directors by or on behalf of the Board of Directors); or (iii) except as a result of a Permitted Disposition, the Borrower shall cease for any reason to own, directly or indirectly, 100% of the Voting Stock of each other Loan Party; or”

5.6                               Article IX.

Section 9.01 is hereby deleted in its entirety and the following is substituted in its stead:

“SECTION 9.01                        Amendments, Etc.

No amendment or waiver of any provision of this Agreement or any other Loan Document, nor consent to any departure by the Borrower or any Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall (a) unless in writing and signed by each Lender directly affected thereby, do any of the following:  (i) increase the amount or extend the expiration date of any Lender’s Commitment, (ii) reduce the principal of, or interest on, the Advances or any fees or other amounts payable hereunder or (iii) postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder; (b) unless in writing and signed by all of the Lenders, do any of the following: (i) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder, (ii) other than in accordance with Section 9.13, release all or substantially all of the Collateral or release all or substantially all of the guarantors from their obligations under the Guarantee and Collateral Agreement, (iii) amend this Section 9.01, (iv) amend Section 7.01(g) or waive any provision of Section 7.01(g) or any change of control resulting therefrom, (v) modify the definition of Permitted Overadvance if the amount of the Overadvance permitted thereunder would be increased or (vi) other than in accordance with Section 6.01(d), release the Borrower from all of its obligations hereunder; (c) unless in writing and signed by the Supermajority Lenders, increase any advance rate percentage set forth in the definition of “Borrowing Base”; provided that the foregoing shall not limit the discretion of the Agent to change, establish or eliminate any reserves, (d) unless in writing and signed by the Agent and the Co-Collateral Agents (in addition to the Lenders required above to take such action), as applicable, amend, modify or waive any provision of Article VIII or affect the rights or duties of the Agent or the Co-Collateral Agents under this Agreement or any other Loan Document; (e) unless in writing and signed by the Swingline Lender (in addition to the Lenders required above to take such action), amend, modify or waive any

provision of Section 2.03 or 2.04; or (f) unless in writing and signed by the L/C Issuing Bank (in addition to the Lenders required above to take such action), amend, modify or waive any provision of Article III.”

5.7                               Schedules.

(a)                                 Schedule 1.1A to the Credit Agreement (Pricing Grid) is hereby deleted in its entirety and the Schedule 1.1A attached hereto is substituted in its stead.

(b)                                         Schedule 1.01 to the Credit Agreement (Lenders; Commitments) is hereby deleted in its entirety and the Schedule 1.01 attached hereto is substituted in its stead.

(c)                                          Schedule 5.01(l) to the Credit Agreement (Canadian Pension Plans) is hereby deleted in its entirety and the Schedule 5.01(l) attached hereto is substituted in its stead.

(d)                                         The other Schedules to the Credit Agreement are hereby supplemented and revised as of the Second Amendment Effective Date to the extent set forth in Schedule I to this Amending Agreement with respect to any matter arising after the Effective Date that, if existing or occurring on the Effective Date, would have been required to be set forth or described in such Schedule.

5.8                               Perfection Certificate.  The Perfection Certificate shall be replaced in its entirety with the Perfection Certificate attached hereto as Exhibit A, and all references to the Perfection Certificate in the Credit Agreement and the other Loan Documents shall hereafter mean and refer to the Perfection Certificate attached hereto.

Section 6                     Representations and Warranties

In order to induce the Agent and the Lenders to enter into this Amending Agreement, the Borrower represents and warrants to the Agent and to the Lenders as follows:

(a)                                 the representations and warranties made by each Loan Party in or pursuant to the Loan Documents are true and correct on and as of the date hereof in all material respects, except to the extent that (A) such representations or warranties are qualified by a materiality standard, in which case they shall be true and correct in all respects, (B) such representations or warranties expressly relate to an earlier date (in which case such representations and warranties were true and correct in all material respects as of such earlier date), and (C) such representations and warranties relate to Section 5.01(f) of the Credit Agreement, in which case the date for such representation and warranty shall refer to February 1, 2014, and such representation and warranty shall be limited to clause (c) of the definition of “Material Adverse Effect”;

(b)                                 all necessary corporate, company or partnership action has been taken to authorize the execution, delivery and performance of this Amending Agreement by the applicable Loan Parties and each has duly executed and delivered this Amending Agreement;

(c)                                  this Amending Agreement is a legal, valid and binding obligation of each of the applicable Loan Parties enforceable against them in accordance with its terms (except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and by principles of equity);

(d)                                 as of the date hereof and after giving effect to this Amending Agreement, no Event of Default or Default under the Credit Agreement exists.

Section 7            Conditions Precedent

This Amending Agreement shall be subject to and conditional upon the following conditions precedent being satisfied:

(a)                                 execution and delivery of this Amending Agreement by the Loan Parties, the Agent and the Lenders;

(b)                                 all action on the part of the Loan Parties necessary for the valid execution, delivery and performance by the Loan Parties of this Amending Agreement shall have been duly and effectively taken; and

(c)                                  payment of fees and expenses incurred and due under Section 8 and under the fee letter delivered in connection herewith as at the date hereof.

Section 8            Expenses

The Borrower agrees to pay all reasonable, documented out-of-pocket expenses of the Agent incurred in connection with this amendment, including but not limited to, diligence, preparation, negotiation, execution, documentation and enforcement of the amendment and the Credit Agreement and all legal fees related thereto.

Section 9            Continuance of Credit Agreement and Security

The Credit Agreement and Loan Documents, except as expressly amended by this Amending Agreement, shall be and continue in full force and effect and are hereby confirmed and the rights and obligations of all parties thereunder shall not be affected or prejudiced in any manner except as specifically provided for herein.

Section 10     No Waiver

The Borrower acknowledges and confirms that none of the terms contained in this Amending Agreement shall operate or be construed as a waiver of any of the provisions of the Loan Documents or any Default or Event of Default existing on or prior to the date hereof or any future Default or Event of Default.

Section 11     Liability and Continuing Security of Guarantors.

Corbeil (the “Guarantor”) hereby ratifies and confirms, as applicable, the validity and enforceability of, and its obligations under, each of the Loan Documents to which it is a party (as any such Loan Documents may be amended from time to time) including, without limitation, the Guarantee and Collateral Agreement dated as of September 10, 2010, and that such Guarantee and Collateral Agreement continues to guarantee the Guarantor Obligations (as such term is defined in the Guarantee and Collateral Agreement) and any Lien granted under any Loan Document continues to secure the Obligations (as defined in the Guarantee and Collateral Agreement) of Corbeil.  For the avoidance of doubt, the Guarantor is signing this Amending Agreement solely for purposes of this Section 11.

Section 12     Counterparts

This Amending Agreement may be executed in any number of separate counterparts, each of which shall be deemed an original and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

Section 13     Governing Law

This Amending Agreement shall be construed and interpreted in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein and each of the parties hereto irrevocably attorns to the jurisdiction of the courts of the Province of Ontario.

[Signature Page to Follow]

IN WITNESS WHEREOF the parties hereto have executed this Amending Agreement as of the day and year first above written.

SCHEDULE IA

Pricing Grid

[Note: Pricing information has been deleted]

SCHEDULE I

Updates to Credit Agreement Schedules

See Attached

SCHEDULE 1.01

Lenders; Commitments

[Note: Individual lender commitments have been deleted]

SCHEDULE 5.01(I)

Canada Pension Plans maintained or contributed by the Loan Parties as of the Second Amendment Effective Date:

1.              Sears Registered Retirement Plan

2.              Supplementary Retirement Plan

The Sears Canada Inc. Registered Retirement Plan is, as of the Second Amendment Effective Date, less underfunded as compared to the last valuation filed with Financial Services Commission of Ontario as at Dec 31, 2010.  This is largely due to higher than expected returns on assets.  Based on a valuation prepared by Aon Hewitt, as at December 31, 2013, the Sears Canada Inc. Registered Retirement Plan had a wind-up deficit of o [Note: wind-up deficit amount deleted]

SCHEDULE 5.01(r)

Collective Agreements

1.           Sears Canada Inc. (Fairview Retail Store) and National Automobile, Aerospace, Transportation and General Workers Union of Canada (CAW/TCA Canada) Local 40.

2.           Sears Canada Inc. (Oakville Retail Store) and National Automobile, Aerospace, Transportation and General Workers Union of Canada (CAW/TCA Canada) Local 40.

3.           Sears Canada Inc. (Peterborough, Ontario) and National Automobile, Aerospace, Transportation and General Workers Union of Canada (CAW/TCA Canada) Local 40.

4.            Sears Canada Inc. (Windsor Retail Store) and National Automobile, Aerospace, Transportation and General Workers Union of Canada (CAW/TCA Canada) Local 40.

5.            Sears Canada Inc. and Local 213 of the International Brotherhood of Electrical Workers.

6.            Sears Canada Inc. (Vaughan NLC) and United Steel, Paper, Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service International Union (United SteelWorkers) Local 7536.

7.            Sears Canada Inc. (St. Georges Store) and United Steel Workers Local 9153.

8.            Sears Canada (Halifax Pars & Service) and International Brotherhood of Electrical Workers, Local 1928

9.            Sears Canada Inc. (Quebec City Home Store) and United Food and Commercial Workers, Local 503

In addition, SLH Transport Inc. (Montreal), a wholly-owned subsidiary of Sears Canada Inc., is currently negotiating a first collective agreement with Teamsters, Local 106

Stock Option Plan for Directors - there are no outstanding options granted under the plan.

SCHEDULE 6.02(k)(ii)

INVESTMENT POLICIES

INVESTMENT LIMITS

Credit Rating

*Effective 2010.

**Effective June 22, 2013.

ADDITIONAL CONSTRAINTS

1.              In the event a particular issuer is on “Rating Alert” because of a potential rating cut, no investment is permitted if such issuer is in the lowest acceptable category.

2.              Investment in commercial paper rated an R-1(low) or A-1 (low) are limited to the estimated number of days the funds will be utilized within but no longer than 120 days and are restricted to issuers on an approved list maintained by the Treasury Department and approved by the CFO.

3.              The Canadian dollar is considered the domestic currency for Sears.  An investment in other than Canadian dollars is permitted if it is fully hedged or if the foreign currency required for a specific purpose is being invested before payment must be made.

Since all investment limits are in Canadian dollars, the Canadian equivalent should be calculated at the exchange rate at the time the investment is made.  Approval to enter into unhedged non-Canadian dollar investments must be obtained in advance from the CFO.

Exposure to forward foreign exchange contracts may only be with Schedule 1 or Schedule 2 banks rated R-1M or better; U.S. or foreign banks rated A-1 or better, or other dealers approved by the CFO.

4.              Foreign Treasury investments are restricted to the United States, Japan, United Kingdom, Germany, France and Switzerland.

5.              The investment limit applies to a single investment not a category of borrower.

6.              Bonds/Notes are limited to the estimated number of days the funds will be utilized but no longer than one year.