EXHIBIT 99.2 JOINT FILING AGREEMENTJoint Filing Agreement • September 25th, 2015 • Esl Partners, L.P. • Retail-family clothing stores
Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.
LETTER AGREEMENT AUTOZONE, INC. 123 SOUTH FRONT STREET MEMPHIS, TENNESSEE 38103-3607 October 10, 2000Letter Agreement • October 11th, 2000 • Esl Partners Lp • Retail-auto & home supply stores • Nevada
COMMON STOCK (PAR VALUE $0.01 PER SHARE)Esl Partners Lp • November 3rd, 2003 • Retail-auto & home supply stores • New York
JOINT FILING AGREEMENTJoint Filing Agreement • December 2nd, 1999 • Esl Partners Lp • Jewelry, precious metal
EXHIBIT 99.2 JOINT FILING AGREEMENTJoint Filing Agreement • March 24th, 2017 • Esl Partners, L.P. • Retail-department stores
Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.
JOINT FILING AGREEMENT June 16, 2015Joint Filing Agreement • June 16th, 2015 • Esl Partners, L.P. • Retail-family clothing stores
Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.
EXHIBIT 1 JOINT FILING AGREEMENTJoint Filing Agreement • January 12th, 2001 • Esl Partners Lp • Services-business services, nec
JOINT FILING AGREEMENTJoint Filing Agreement • September 8th, 1998 • Esl Partners Lp • Industrial inorganic chemicals
LOAN AGREEMENT Dated as of April 8, 2016 between SEARS, ROEBUCK AND CO., SEARS DEVELOPMENT CO., INNOVEL SOLUTIONS, INC., BIG BEAVER OF FLORIDA DEVELOPMENT, LLC and KMART CORPORATION collectively, as Borrower, and JPP, LLC, JPP II, LLC and CASCADE...Loan Agreement • April 12th, 2016 • Esl Partners, L.P. • Retail-department stores • New York
This Loan Agreement (this “Agreement”) is dated as of April 8, 2016 and is between JPP, LLC and JPP II, LLC, each a Delaware limited liability company (together “JPP”) and CASCADE INVESTMENT, L.L.C. (“Cascade”, and together with JPP, the “Initial Lenders”), and SEARS, ROEBUCK AND CO., SEARS DEVELOPMENT CO., INNOVEL SOLUTIONS, INC. (“Innovel”), BIG BEAVER OF FLORIDA DEVELOPMENT, LLC (“BBOFD”) and KMART CORPORATION, collectively as borrower (individually or collectively, as the context may require, jointly and severally, together with their respective permitted successors and assigns, “Borrower”).
RIGHTS PURCHASE AGREEMENTRights Purchase Agreement • October 28th, 2014 • Esl Partners, L.P. • Retail-department stores • Delaware
This RIGHTS PURCHASE AGREEMENT, dated as of October 26, 2014 (this “Agreement”), is by and between SPE I Partners, LP, a limited partnership organized under the laws of the state of Delaware (the “Seller”), and ESL Partners, L.P. (the “Purchaser”). Capitalized terms used herein but otherwise not defined shall have the meanings ascribed to them in the Amended and Restated Limited Partnership Agreement of the Seller, dated as of July 31, 2012 (as amended and supplemented to date, the “Partnership Agreement”).
ESL Partners, L.P. June 2, 2010Letter Agreement • June 2nd, 2010 • Esl Partners, L.P. • Retail-auto dealers & gasoline stations
JOINT FILING AGREEMENTJoint Filing Agreement • July 6th, 2004 • Esl Partners Lp • Retail-auto dealers & gasoline stations
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them a Statement on Schedule 13D (including amendments thereto) with regard to the common stock of AutoNation, Inc., and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, hereby execute this Agreement as of July 1, 2004.
ESL Partners, L.P. June 2, 2010Letter Agreement • July 17th, 2015 • Esl Partners, L.P. • Real estate
AMENDED AND RESTATED PARTICIPATION AGREEMENTParticipation Agreement • October 1st, 2014 • Esl Partners, L.P. • Retail-department stores • New York
THIS AMENDED AND RESTATED PARTICIPATION AGREEMENT (this “Agreement”) is made and entered into as of September 30, 2014 (“Effective Date”) by and among JPP II, LLC and JPP, LLC, together or individually as the context may require, in their capacity as a participant (together with its successors and assigns, “Participant A”) and as original Lender under the Loan Documents (in such capacity, individually or collectively as the context may require, “Original Lender”), PYOF 2014 LOANS, LLC, a Delaware limited liability company (together with its successors and assigns, “Participant B”) and THE FAIRHOLME PARTNERSHIP, LP, a Delaware limited partnership (together with its successors and assigns “Participant C”; each of Participant A, Participant B and Participant C are sometimes individually referred to herein as a “Participant” and collectively as the “Participants”).
ASSET PURCHASE AGREEMENT DATED AS OF JANUARY 17, 2019 BY AND AMONG TRANSFORM HOLDCO LLC, SEARS HOLDINGS CORPORATION and ITS SUBSIDIARIES PARTY HERETOAsset Purchase Agreement • January 18th, 2019 • Esl Partners, L.P. • Retail-department stores • Delaware
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made as of January 17, 2019 (the “Effective Date”), by and between Transform Holdco LLC, a Delaware Limited Liability Company (together with any applicable Affiliated Designee (as defined below), “Buyer”), and Sears Holdings Corporation, a Delaware corporation (“SHC” or the “Seller” and together with each of its Subsidiaries party hereto, the “Sellers”).
Transform Holdco LLC Hoffman Estates, IL 60179 Attention: Edward S. Lampert, Chief Executive Officer Ladies and Gentlemen:Esl Partners, L.P. • June 3rd, 2019 • Retail-department stores • Delaware
Reference is made to that certain Agreement and Plan of Merger (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), dated as of the date hereof, among Sears Hometown and Outlet Stores, Inc., a Delaware corporation (the “Company”), Transform Holdco LLC, a Delaware limited liability company (“Parent”), and Transform Merger Corporation, a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Subsidiary”). Capitalized terms used and not otherwise defined in this letter agreement (this “Agreement”) shall have the meanings ascribed to them in the Merger Agreement.
JOINT FILING AGREEMENT May 14, 2019Joint Filing Agreement • May 14th, 2019 • Esl Partners, L.P. • Retail-department stores
Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.
FORM OF PURCHASE AND SALE AGREEMENTForm of Purchase and Sale Agreement • July 6th, 2015 • Esl Partners, L.P. • Retail-family clothing stores • Delaware
Purchase and Sale Agreement dated as of July 2, 2015 (the “Agreement”) by and among [the Participating Limited Partner] (the “Seller”), RBS Partners, L.P., a Delaware limited partnership (the “Buyer,” and together with the Seller, the “Parties”) and, with respect to Section 12 of this Agreement, RBS Partners, L.P., a Delaware limited partnership, in its capacity as general partner (the “General Partner”) of [SPE I Partners, LP / SPE Master I, LP], a Delaware limited partnership (the “Partnership”). Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the amended and restated limited partnership agreement of the Partnership, dated as of July 31, 2012, as amended (the “Partnership Agreement”).
JOINT FILING AGREEMENT January 25, 2018Joint Filing Agreement • January 25th, 2018 • Esl Partners, L.P. • Retail-family clothing stores
Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.
LINE OF CREDIT LOAN PROPOSALEsl Partners, L.P. • July 17th, 2017 • Retail-department stores
Reference is made to that certain Second Lien Credit Agreement, dated as of September 1, 2016, as amended by that certain First Amendment to Second Lien Credit Agreement, dated as of July 7, 2017 (as such may have been further amended, modified, supplemented or restated, the “Credit Agreement”), by and among, among others, Sears Holdings Corporation, a Delaware corporation, Sears Roebuck Acceptance Corp., a Delaware corporation (“SRAC”), and Kmart Corporation, a Michigan corporation (“Kmart”), the lenders from time to time party thereto and JPP, LLC, a Delaware limited liability company, as administrative agent and collateral administrator thereunder. Capitalized terms used but not defined herein shall have the meanings set forth in the Credit Agreement.
JOINT FILING AGREEMENTJoint Filing Agreement • November 13th, 2012 • Esl Partners, L.P. • Retail-department stores
Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.
Transform Holdco LLC c/o ESL Investments, Inc. Bay Harbor Islands, FL 33154Esl Partners, L.P. • January 2nd, 2019 • Retail-department stores
This letter indicates the terms upon which Transform Holdco LLC (“Buyer”), a newly formed entity controlled by ESL Investments, Inc. (“ESL”), would be prepared to acquire substantially all of the go-forward retail footprint and other assets and component businesses of Sears Holdings Corporation (together with its subsidiaries, “Sears”) as a going concern (the “Going Concern Proposal”). This letter is being submitted in response to the process letter filed with the United States Bankruptcy Court for the Southern District of New York (the “Court”) on behalf of the debtors (the “Debtors”) in the Chapter 11 cases captioned as In re Sears Holdings Corporation, et al., Case No. 18-23538 (Bankr. S.D.N.Y.) (RDD) on November 21, 2018 (the “Process Letter”) [Docket No. 862] and the Global Bidding Procedures (the “Bidding Procedures”) set forth in the Global Bidding Procedures Order entered on November 19, 2018 [Docket No. 816].
JOINT FILING AGREEMENT May 12, 2015Joint Filing Agreement • May 12th, 2015 • Esl Partners, L.P. • Retail-auto dealers & gasoline stations
Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.
JOINT FILING AGREEMENTJoint Filing Agreement • June 2nd, 2010 • Esl Partners, L.P. • Retail-auto & home supply stores
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them a Statement on Schedule 13D (including amendments thereto) with regard to the common stock of AutoZone, Inc., and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, hereby execute this Agreement as of June 2, 2010.
JOINT FILING AGREEMENTJoint Filing Agreement • June 2nd, 2010 • Esl Partners, L.P. • Retail-department stores
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them a Statement on Schedule 13D (including amendments thereto) with regard to the common stock of Sears Holdings Corporation, and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, hereby execute this Agreement as of June 2, 2010.
JOINT FILING AGREEMENTJoint Filing Agreement • July 5th, 2012 • Esl Partners, L.P. • Retail-department stores
Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.
JOINT FILING AGREEMENTJoint Filing Agreement • February 14th, 2012 • Esl Partners, L.P. • Retail-building materials, hardware, garden supply
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them Statements on Schedule 13D or Schedule 13G, as applicable (including amendments thereto), with regard to the securities of Orchard Supply Hardware Stores Corporation, and further agree that this Joint Filing Agreement be included as an Exhibit to any such joint filings. In evidence thereof, the undersigned, being duly authorized, hereby execute this Agreement as of February 14, 2012.
SIXTH AMENDMENT TO MEZZANINE LOAN AGREEMENTMezzanine Loan Agreement • August 14th, 2018 • Esl Partners, L.P. • Retail-department stores • New York
This Sixth Amendment to Mezzanine Loan Agreement (this “Amendment”), dated as of July 25, 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, as the same was amended pursuant to that certain Amendment to Mezzanine Loan Agreement dated as of April 13, 2018 (the “First Amendment”), as was further amended by that certain Second Amendment to Loan Agreement, dated as of April 20, 2018 (the “Second Amendment”), as was further amended by that certain Third Amendment to Mezzanine Loan Agreement, dated as of April 26, 2018 (the “Third Amendment”),as was further amended by that certain Fourth Amendment to Mezzanine Loan Agreement, dated as of May 7, 2018 (the “Fourth Amendment”) and as was further amended by that certain Fifth Amendment to Mezzanine Loan Agreement, dated as of June 29, 2018 (the “Fifth Amendment”
ASSIGNMENT AND ACCEPTANCEAssignment and Acceptance • August 3rd, 2017 • Esl Partners, L.P. • Retail-department stores • New York
This Assignment and Acceptance (this “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [each, the] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full.
JOINT FILING AGREEMENT January 5, 2016Joint Filing Agreement • January 5th, 2016 • Esl Partners, L.P. • Retail-department stores
Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.
PARTICIPATION AGREEMENTParticipation Agreement • September 24th, 2014 • Esl Partners, L.P. • Retail-department stores • New York
THIS PARTICIPATION AGREEMENT (this “Agreement”) is made and entered into as of September 22, 2014 (“Effective Date”) by and among JPP II, LLC and JPP, LLC, together or individually as the context may require, in their capacity as a participant (together with its successors and assigns, “Participant A”) and as original Lender under the Loan Documents (in such capacity, individually or collectively as the context may require, “Original Lender”), and PYOF 2014 Loans, LLC, a Delaware limited liability company (together with its successors and assigns, “Participant B”; each of Participant B and Participant A are sometimes individually referred to herein as a “Participant” and collectively as the “Participants”).
JOINT FILING AGREEMENTJoint Filing Agreement • October 3rd, 2014 • Esl Partners, L.P. • Retail-department stores
Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.
ASSIGNMENT AND ACCEPTANCEAssignment and Acceptance • August 26th, 2016 • Esl Partners, L.P. • Retail-department stores
This Assignment and Acceptance (this “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between the Assignor identified in item 1 below (the “Assignor”) and the Assignee identified in item 2 below (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full.
JOINT FILING AGREEMENTJoint Filing Agreement • May 7th, 2004 • Esl Partners Lp • Retail-auto dealers & gasoline stations
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them a Statement on Schedule 13D (including amendments thereto) with regard to the common stock of AutoNation, Inc., and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, hereby execute this Agreement as of May 7, 2004.
JOINT FILING AGREEMENT February 14, 2012Joint Filing Agreement • February 14th, 2012 • Esl Partners, L.P. • Retail-family clothing stores
Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.
