EX-99.2 3 rrd357930_405568.htm JOINT FILING AGREEMENT rrd357930_405568.html
                                                                    EXHIBIT 99.2

                             JOINT FILING AGREEMENT

                                December 18, 2013

        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.

        IN WITNESS WHEREOF, each party hereto, being duly authorized, has caused
this agreement to be executed and effective as of the date set forth below.

        Date: December 18, 2013    EDWARD S. LAMPERT

                                   By:    /s/ Edward S. Lampert
                                          --------------------------

                                   ESL PARTNERS, L.P.

                                   By:    RBS Partners, L.P.
                                   Its:   General Partner

                                   By:    ESL Investments, Inc.
                                   Its:   General Partner

                                   By:    /s/ Edward S. Lampert
                                          --------------------------
                                   Name:  Edward S. Lampert
                                   Title: Chief Executive Officer

                                   SPE II PARTNERS, LP

                                   By:    RBS Partners, L.P.
                                   Its:   General Partner

                                   By:    ESL Investments, Inc.
                                   Its:   General Partner

                                   By:    /s/ Edward S. Lampert
                                          --------------------------
                                   Name:  Edward S. Lampert
                                   Title: Chief Executive Officer

                                   SPE MASTER II, LP

                                   By:    RBS Partners, L.P.
                                   Its:   General Partner

                                   By:    ESL Investments, Inc.
                                   Its:   General Partner

                                   By:    /s/ Edward S. Lampert
                                          --------------------------
                                   Name:  Edward S. Lampert
                                   Title: Chief Executive Officer

                                   RBS PARTNERS, L.P.

                                   By:    ESL Investments, Inc.
                                   Its:   General Partner

                                   By:    /s/ Edward S. Lampert
                                          --------------------------
                                   Name:  Edward S. Lampert
                                   Title: Chief Executive Officer

                                   ESL INSTITUTIONAL PARTNERS, L.P.

                                   By:    RBS Investment Management, L.L.C.
                                   Its:   General Partner

                                   By:    ESL Investments, Inc.
                                   Its:   Manager

                                   By:    /s/ Edward S. Lampert
                                          --------------------------
                                   Name:  Edward S. Lampert
                                   Title: Chief Executive Officer

                                   RBS INVESTMENT MANAGEMENT, L.L.C.

                                   By:    ESL Investments, Inc.
                                   Its:   Manager

                                   By:    /s/ Edward S. Lampert
                                          --------------------------
                                   Name:  Edward S. Lampert
                                   Title: Chief Executive Officer

                                   ESL INVESTMENTS, INC.

                                   By:    /s/ Edward S. Lampert
                                          --------------------------
                                   Name:  Edward S. Lampert
                                   Title: Chief Executive Officer