ACKNOWLEDGEMENT March 24, 2005Esl Investments Inc • April 1st, 2005 • Retail-department stores
Reference is made to (a) the Registration Rights Agreement, dated as of May 6, 2003, by and among Kmart Holding Corporation (“Kmart”), ESL Investments, Inc. and Third Avenue Trust (on behalf of certain investment series) (the “Registration Rights Agreement”) and (b) the Agreement and Plan of Merger, dated as of November 16, 2005, by and among Sears Holdings Corporation (“Holdings”), Kmart, Sears, Roebuck and Co., Kmart Acquisition Corp. and Sears Acquisition Corp. (the “Merger Agreement”).
AMENDMENTEsl Investments Inc • April 1st, 2005 • Retail-department stores
THIS AMENDMENT, dated as of March 22, 2005 (this “Agreement”), is entered into by and among Kmart Holding Corporation, a Delaware corporation (“Kmart”), Sears Holdings Corporation, a Delaware corporation (“Holdings”), and ESL Partners, L.P., ESL Investors, L.L.C., ESL Institutional Partners, L.P. and CRK Partners II, L.P. (the foregoing entities other than Kmart and Holdings, collectively, the “ESL Companies”).
JOINT FILING AGREEMENTJoint Filing Agreement • April 1st, 2005 • Esl Investments Inc • Retail-department stores
This Joint Filing Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original instrument, but all of such counterparts together shall constitute but one agreement.
