Sears Sells Credit and Financial Services Operations

On November 15, 2005, Sears Canada Inc. completed the sale of its credit and financial services operations to JPMorgan Chase Bank, NA, a wholly owned subsidiary of JPMorgan Chase & Co., for net after-tax proceeds of C$2.3 billion. The sale included the Sears Card credit card portfolio, Canada's largest in-house proprietary retail credit card portfolio, and the Sears MasterCard credit card portfolio. Both credit cards will continue to be offered through JPMorgan Chase. Completion of the transaction included obtaining the approval of noteholders of SCORE Trust, a securitization vehicle that acquires undivided co-ownership interests in a pool of credit card receivables generated by the Sears Card, to the assignment by Sears Canada and Sears Canada Bank, a wholly-owned subsidiary of Sears Canada, of their rights and obligations in respect of SCORE Trust.

As part of the transaction, Sears Canada and JPMorgan Chase entered into a long-term servicing alliance with an initial term of 10 years during which Sears Canada will receive annual performance payments from JPMorgan Chase generated through credit sales, the opening of new accounts and sales of financial products.

Sears Canada was represented by in-house counsel Rudolph Vezér, Klaudio Leshnjani and David Taylor. Sears Canada was also represented by Torys LLP in Toronto with a team that included Kathleen Keller-Hobson, James Turner, Cornell Wright, Chris Fowles and Andrew Prodanyk (corporate), Gabe Takach and Joel Ramsey (outsourcing), Christina Medland (pensions and employment), Blair Keefe (financial institutions), John Unger (tax) and Jay Holsten (competition); and by Wachtell, Lipton, Rosen & Katz in New York with a team that included Igor Kirman, Ben Roth and David Adlerstein (corporate) and Debbie Paul and Josh Holmes (tax).

JPMorgan Chase was represented by in-house counsel Elisa Mangual, Kwaku Andoh, Deborah Stipick and Arthur Guja, and by Osler, Hoskin & Harcourt LLP with a team that included Terry Tone, John Jason and Sivan Fox (corporate), Evan Howard and Damian Rigolo (pensions and employment), Andy McGuffin, Sean Aylward and Lara Friedlander (tax), Peter Glossop and Steve Sansom (competition) and Ritchie Borins and Lisa Shostack (securitizations).