FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • May 1st, 2015 • Seritage Growth Properties • Real estate • Maryland
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the day of , 20 , by and between Seritage Growth Properties, a Maryland real estate investment trust (the “Company”), and (“Indemnitee”).
SERITAGE GROWTH PROPERTIES 2,800,000 7.00% SERIES A CUMULATIVE REDEEMABLE PREFERRED SHARES OF BENEFICIAL INTEREST (LIQUIDATION PREFERENCE $25.00 PER SHARE) UNDERWRITING AGREEMENT December 7, 2017Underwriting Agreement • December 11th, 2017 • Seritage Growth Properties • Real estate • New York
The Issuer has filed a registration statement (including a prospectus and a prospectus supplement) with the Securities and Exchange Commission (“SEC”) for the offering to which this communication relates. Before you invest, you should read the base prospectus and the prospectus supplement in that registration statement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC web site at www.sec.gov. Alternatively, the Issuer, any underwriter or any dealer participating in the offering will arrange to send you the base prospectus and the prospectus supplement if you request them by contacting Morgan Stanley & Co. LLC (telephone: 1-866-718-1649), UBS Securities LLC (telephone: 1-888-827-7275) or Stifel, Nicolaus & Company, Incorporated (telephone: 1-855-300-7136).
FORM OF REGISTRATION RIGHTS AGREEMENT BY AND AMONG SERITAGE GROWTH PROPERTIES, ESL INVESTMENTS, INC. AND solely for purposes of Section 7.1, SERITAGE GROWTH PROPERTIES, L.P. DATED AS OF [●], 2015Registration Rights Agreement • June 8th, 2015 • Seritage Growth Properties • Real estate • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is dated as of [●], 2015, by and among SERITAGE GROWTH PROPERTIES, a Maryland real estate investment trust (the “Company”), ESL Investments, Inc., a Delaware corporation (“Shareholder”), the Permitted Transferees (as defined below) of Shareholder who become party hereto in accordance with this Agreement (Shareholder and such entities or Permitted Transferees are sometimes referred to herein individually as an “Investor” and collectively as the “Investors”) and, solely for purposes of Section 7.1, SERITAGE GROWTH PROPERTIES L.P., a Delaware limited partnership (the “Partnership”).
THIS LEASE IS NOT TO BE RECORDED] MASTER LEASE by and among SERITAGE SRC FINANCE LLC and SERITAGE KMT FINANCE LLC, Landlord, and KMART OPERATIONS LLC and SEARS OPERATIONS LLC, TenantMaster Lease • July 10th, 2015 • Seritage Growth Properties • Real estate • New York
This MASTER LEASE (this “Master Lease”) is entered into as of July 7, 2015, by and among Seritage SRC Finance LLC and Seritage KMT Finance LLC (together with their successors and assigns, collectively, jointly and severally, “Landlord”), and Kmart Operations LLC (“Kmart Tenant”) and Sears Operations LLC (“Sears Tenant”) (together with their permitted successors and assigns, collectively, jointly and severally, “Tenant”).
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SERITAGE GROWTH PROPERTIES, L.P. Dated as of December 14, 2017Agreement • December 14th, 2017 • Seritage Growth Properties • Real estate • Delaware
THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP, dated as of December 14, 2017, is entered into by and among Seritage Growth Properties, a Maryland real estate investment trust (the “Company”), as the General Partner and the Persons whose names are set forth in Exhibit A attached hereto (the “Contributors”), as the Limited Partners, together with any other Persons who become Partners in the Partnership as provided herein.
SENIOR UNSECURED TERM LOAN AGREEMENT Dated as of December 27, 2017 among SERITAGE GROWTH PROPERTIES, L.P., as the Borrower, SERITAGE GROWTH PROPERTIES, as the Parent and initial Guarantor, JPP, LLC, as Administrative Agent, and The Lenders Party...Senior Unsecured Term Loan Agreement • December 28th, 2017 • Seritage Growth Properties • Real estate • New York
This SENIOR UNSECURED TERM LOAN AGREEMENT (as the same may be amended, modified, restated or supplemented from time to time, this “Agreement”), dated as of December 27, 2017, is among SERITAGE GROWTH PROPERTIES, L.P., a Delaware limited partnership (the “Borrower”), SERITAGE GROWTH PROPERTIES, a Maryland trust (the “Parent” and, together with any guarantor added pursuant to Section 5.09, individually or collectively as the context may require, the “Guarantor”), JPP, LLC, a Delaware limited liability company, JPP II, LLC, a Delaware limited liability company, Empyrean Investments, LLC, a Delaware limited liability company, and each other party to this Agreement identified as a lender on the signature pages hereto (collectively, the “Initial Lenders”, and, together with each lender that shall become a party to this Agreement pursuant to Section 11.06, collectively, the “Lenders”), and JPP, LLC, a Delaware limited liability company, as administrative agent (the “Administrative Agent”), in
SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SERITAGE GROWTH PROPERTIES, L.P.Seritage Growth Properties • April 1st, 2024 • Real estate • Delaware
THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP of Seritage Growth Properties, L.P. (the “Partnership”), dated January 4, 2023 (this “Agreement”), is entered into between the undersigned (herein called the “Partners,” which term shall include any persons hereafter admitted to the Partnership and shall exclude any persons who cease to be Partners).
SUBSCRIPTION, DISTRIBUTION AND PURCHASE AND SALE AGREEMENT BY AND BETWEEN SEARS HOLDINGS CORPORATION AND SERITAGE GROWTH PROPERTIES DATED AS OF June 8, 2015Subscription, Distribution and Purchase and Sale Agreement • June 9th, 2015 • Seritage Growth Properties • Real estate • Illinois
This SUBSCRIPTION, DISTRIBUTION AND PURCHASE AND SALE AGREEMENT, made and entered into effective as of June 8, 2015 (this “Agreement”), is by and between Sears Holdings Corporation, a Delaware corporation (“SHC”), and Seritage Growth Properties, a Maryland real estate investment trust (“Seritage”). Capitalized terms shall have the respective meanings assigned to them in Article I.
Seritage Growth PropertiesBenjamin Schall • May 26th, 2015 • Seritage Growth Properties • Real estate
Reference is made to the Employment Agreement, dated as of April 17, 2015, by and between Seritage Growth Properties, a Maryland real estate investment trust (“Seritage”) and you (your “Employment Agreement”).
Seritage Growth PropertiesSeritage Growth Properties • June 19th, 2015 • Real estate
Reference is made to the Employment Agreement, dated as of [DATE], 2015, by and between Seritage Growth Properties (“Existing Seritage”) and you (your “Employment Agreement”).
SECOND AMENDMENT TO LOAN AGREEMENTLoan Agreement • March 1st, 2017 • Seritage Growth Properties • Real estate • New York
THIS SECOND AMENDMENT TO LOAN AGREEMENT (this “Amendment”) is made as of the 8th day of November, 2016 (the “Amendment Date”), by and among:
SERITAGE GROWTH PROPFRTIFS Benjamin Schall Chief Executive OfficerSeritage Growth Properties • August 3rd, 2018 • Real estate • New York
We are pleased to extend to you our offer to join Seritage Growth Properties (the "Company") as Executive Vice President and Chief Operating Officer, reporting to Benjamin Schall, President and Chief Executive Officer. This position will be located at Seritage's office in Westwood (Los Angeles), CA, and we anticipate that you will commence employment with us on May 20, 2018. This letter (the "Letter Agreement") serves as confirmation of our offer, subject to the terms and conditions below.
SECOND MASTER LEASE MODIFICATION AND SETTLEMENT AGREEMENTSecond Master Lease Modification and Settlement Agreement • March 15th, 2021 • Seritage Growth Properties • Real estate • New York
This Second Master Lease Modification and Settlement Agreement (the “Agreement”) is made and entered into as of this day of _______________, 2020 and is by and between Transform SR Operations LLC and Transform KM Operations LLC (the “Tenant”) and Seritage SRC Finance LLC and Seritage KMT Finance LLC (the “Landlord”), collectively the “Parties” and each a “Party” to this Agreement.
ContractSeritage Growth Properties • March 15th, 2019 • Real estate
Portions of this document have been redacted pursuant to a Request for Confidential Treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. Redacted portions are indicated with the notation “[**]”.
EXCHANGE AGREEMENT by and among ESL PARTNERS, L.P. and EDWARD S. LAMPERT and SERITAGE GROWTH PROPERTIES, L.P. and SERITAGE GROWTH PROPERTIES June 26, 2015Exchange Agreement • July 2nd, 2015 • Seritage Growth Properties • Real estate • New York
EXCHANGE AGREEMENT, dated as of June 26, 2015 (this “Agreement”), by and among SERITAGE GROWTH PROPERTIES, a Maryland real estate investment trust (the “Company”), SERITAGE GROWTH PROPERTIES, L.P., a Delaware limited partnership of which the Company is the general partner (the “Operating Partnership”) and ESL Partners, L.P., a Delaware limited partnership, and Edward S. Lampert, a United States citizen (each a “Holder” and together, the “Holders”).
Benjamin Schall Chief Executive Officer March 14, 2019 Eric Dinenberg edinenberg@gmail.com Dear Eric,Benjamin Schall • March 14th, 2023 • Seritage Growth Properties • Real estate • New York
We are pleased to extend to you our offer to join Seritage Growth Properties (the “Company”) as Senior Vice President, Development and Construction, reporting to James Bry, Executive Vice President, Development and Construction. This position will be located at 500 Fifth Avenue, Suite 1530 New York, NY 10110, and we anticipate that you will commence employment with us on April 16, 2019. This letter (the "Letter Agreement") serves as confirmation of our offer, subject to the terms and conditions below.
SERITAGE GROWTH PROPERTIES TIME-VESTING RESTRICTED SHARE AGREEMENTRestricted Share Agreement • March 1st, 2017 • Seritage Growth Properties • Real estate • Maryland
WHEREAS, the Grantee currently provides services to Seritage Growth Properties, a Maryland real estate investment trust (the “Company”) and its Subsidiaries as defined in the Seritage Growth Properties 2015 Share Plan (the “Plan”);
SENIOR SECURED TERM LOAN AGREEMENT Dated as of July 31, 2018 among SERITAGE GROWTH PROPERTIES, L.P., as the Borrower, SERITAGE GROWTH PROPERTIES, as the Parent and a Guarantor, BERKSHIRE HATHAWAY LIFE INSURANCE COMPANY OF NEBRASKA, as Administrative...Senior Secured Term Loan Agreement • July 31st, 2018 • Seritage Growth Properties • Real estate • New York
This SENIOR SECURED TERM LOAN AGREEMENT, dated as of July 31, 2018 (as the same may be amended, modified, restated or supplemented from time to time, this “Agreement”), is among SERITAGE GROWTH PROPERTIES, L.P., a Delaware limited partnership (the “Borrower”), SERITAGE GROWTH PROPERTIES, a Maryland trust (the “Parent” and, together with each Subsidiary Guarantor (as defined below) and any guarantor added pursuant to Section 5.09, individually or collectively as the context may require, the “Guarantors”), BERKSHIRE HATHAWAY LIFE INSURANCE COMPANY OF NEBRASKA (the “Initial Lender”, and, together with each lender that shall become a party to this Agreement pursuant to Section 11.06, collectively, the “Lenders”), and BERKSHIRE HATHAWAY LIFE INSURANCE COMPANY OF NEBRASKA, as administrative agent (the “Administrative Agent”), in its capacity as Administrative Agent for the Lenders pursuant to Article X, as such Administrative Agent may be replaced pursuant to Section 10.06).
AMENDED AND RESTATED EMPLOYMENT OFFER LETTER ADDENDUMSeritage Growth Properties • November 8th, 2023 • Real estate
Reference is made to that certain offer letter between you and Seritage Growth Properties (the “Company”), dated March 14, 2019 (the “Offer Letter”), as amended by that certain Employment Offer Letter Addendum, dated March 15, 2022 (the “Original Addendum”). Capitalized terms that are not defined herein shall have the meanings assigned to such terms in the Offer Letter.
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • July 8th, 2022 • Seritage Growth Properties • Real estate • Maryland
This Voting and Support Agreement (this “Agreement”), dated as of July 6, 2022, is entered into by and between Seritage Growth Properties, a Maryland corporation (the “Company”), and Edward S. Lampert (the “Company Stockholder”). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to them in that certain Amended & Restated Limited Partnership Agreement of Seritage Growth Properties, L.P. (the “Partnership”), dated as of December 14, 2017 (the “Partnership Agreement”).
SERITAGE GROWTH PROPERTIESSeritage Growth Properties • March 1st, 2017 • Real estate
Reference is made to that certain Master Lease of even date herewith (the “Master Lease”) by and among Seritage SRC Finance LLC and Seritage KMT Finance LLC (together with their successors and assigns, collectively, jointly and severally, “Landlord”), and Kmart Operations LLC (“Kmart Tenant”) and Sears Operations LLC (“Sears Tenant”) (together with their permitted successors and assigns, collectively, jointly and severally, “Tenant”).
TRANSITION SERVICES AGREEMENT BY AND BETWEEN SEARS HOLDINGS MANAGEMENT CORPORATION AND SERITAGE GROWTH PROPERTIES, L.P. DATED AS OF JULY 7, 2015Transition Services Agreement • July 10th, 2015 • Seritage Growth Properties • Real estate
This TRANSITION SERVICES AGREEMENT, made and entered into effective as of July 7, 2015 (this “Agreement”), is by and between Sears Holdings Management Corporation, a Delaware corporation (“SHMC”) and Seritage Growth Properties, L.P., a Delaware limited partnership (“Seritage”). SHMC and Seritage each are sometimes referred to as a “Party” and together sometimes are referred to as the “Parties.”
FORM OF SUBSCRIPTION, DISTRIBUTION AND PURCHASE AND SALE AGREEMENT BY AND BETWEEN SEARS HOLDINGS CORPORATION AND SERITAGE GROWTH PROPERTIES DATED AS OF [—], 2015Subscription, Distribution and Purchase and Sale Agreement • May 11th, 2015 • Seritage Growth Properties • Real estate • Illinois
This SUBSCRIPTION, DISTRIBUTION AND PURCHASE AND SALE AGREEMENT, made and entered into effective as of [—], 2015 (this “Agreement”), is by and between Sears Holdings Corporation, a Delaware corporation (“SHC”), and Seritage Growth Properties, a Maryland real estate investment trust (“Seritage”). Capitalized terms shall have the respective meanings assigned to them in Article I.
EMPLOYMENT AGREEMENT AMENDMENT 1Employment Agreement • May 10th, 2022 • Seritage Growth Properties • Real estate
Reference is made to that certain employment agreement between you and Seritage Growth Properties (the “Company”), dated February 7, 2021 (the “Employment Agreement”). Capitalized terms that are not defined herein shall have the meanings assigned to such terms in the Employment Agreement.
SECOND AMENDMENT TO MEZZANINE LOAN AGREEMENTMezzanine Loan Agreement • March 1st, 2017 • Seritage Growth Properties • Real estate • New York
THIS SECOND AMENDMENT TO MEZZANINE LOAN AGREEMENT (this “Amendment”) is made as of the 8th day of November, 2016 (the “Amendment Date”), by and among:
OMNIBUS AMENDMENTOmnibus Amendment • March 1st, 2017 • Seritage Growth Properties • Real estate • New York
THIS OMNIBUS AMENDMENT (this “Amendment”) is entered into as of September 28, 2015 by and among JPMorgan Chase Bank, National Association, a national banking association (together with its successors and assigns, “JPM”) and H/2 SO III Funding I LLC, a Delaware limited liability company (together with its successors and assigns, “H/2” and with JPM, individually or collectively, as the context may require “Lender”), Seritage SRC Finance LLC, a Delaware limited liability company (together with its permitted successors and assigns, “SRC Borrower”), and Seritage KMT Finance LLC, a Delaware limited liability company (together with its permitted successors and assigns, “KMT Borrower” and, with SRC Borrower, individually or collectively, as the context may require, “Borrower”) and Seritage GS Holdings LLC, a Delaware limited liability company (together with its permitted successors and assigns, “GS JV Pledgor”), Seritage SPS Holdings LLC, a Delaware limited liability company (together with its
MASTER LEASE MODIFICATION AND SETTLEMENT AGREEMENTMaster Lease Modification and Settlement Agreement • June 5th, 2020 • Seritage Growth Properties • Real estate • New York
This Master Lease Modification and Settlement Agreement (the “Agreement”) is made and entered into as of this 3rd day of June, 2020 and is by and between Transform SR Operations LLC and Transform KM Operations LLC (the “Tenant”) and Seritage SRC Finance LLC and Seritage KMT Finance LLC (the “Landlord”), collectively the “Parties” and each a “Party” to this Agreement.
REGISTRATION RIGHTS AGREEMENT BY AND AMONG SERITAGE GROWTH PROPERTIES, ESL PARTNERS, L.P., EDWARD S. LAMPERT AND solely for purposes of Section 7.1, SERITAGE GROWTH PROPERTIES, L.P. DATED AS OF JULY 7, 2015Registration Rights Agreement • July 10th, 2015 • Seritage Growth Properties • Real estate • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is dated as of July 7, 2015, by and among SERITAGE GROWTH PROPERTIES, a Maryland real estate investment trust (the “Company”), ESL Partners, L.P., a Delaware limited partnership, and Edward S. Lampert (together, the “Shareholders”), the Permitted Transferees (as defined below) of the Shareholders who become party hereto in accordance with this Agreement (each of the Shareholders and such entities or Permitted Transferees are sometimes referred to herein individually as an “Investor” and collectively as the “Investors”) and, solely for purposes of Section 7.1, SERITAGE GROWTH PROPERTIES L.P., a Delaware limited partnership (the “Partnership”).
FORM OF TRANSITION SERVICES AGREEMENT BY AND BETWEEN SEARS HOLDINGS MANAGEMENT CORPORATION AND SERITAGE GROWTH PROPERTIES, L.P. DATED AS OF [—], 2015Transition Services Agreement • May 11th, 2015 • Seritage Growth Properties • Real estate
This TRANSITION SERVICES AGREEMENT (this “Agreement”), made and entered into effective as of [—], 2015, is by and between Sears Holdings Management Corporation, a Delaware corporation (“SHMC”), and Seritage Growth Properties, L.P., a Delaware limited partnership (“Seritage”). SHMC and Seritage each are sometimes referred to as a “Party” and together sometimes are referred to as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Separation, Distribution and Purchase and Sale Agreement, dated as of [—], 2015, by and between Sears Holdings Corporation (“SHC”) and Seritage Growth Properties (the “Separation Agreement”).
THIS LEASE IS NOT TO BE RECORDED]Master Lease • March 15th, 2019 • Seritage Growth Properties • Real estate • New York
SERITAGE GROWTH PROPERTIES RESTRICTED SHARE AGREEMENTRestricted Share Agreement • July 10th, 2015 • Seritage Growth Properties • Real estate • Maryland
WHEREAS, the Grantee currently provides services to Seritage Growth Properties, a Maryland real estate investment trust (the “Company”) and its Subsidiaries as defined in the Seritage Growth Properties 2015 Share Plan (the “Plan”);
EXCHANGE AGREEMENT by and among FAIRHOLME CAPITAL MANAGEMENT, L.L.C. and SERITAGE GROWTH PROPERTIES June 30, 2015Exchange Agreement • July 2nd, 2015 • Seritage Growth Properties • Real estate • New York
This EXCHANGE AGREEMENT is dated as of June 30, 2015 (this “Agreement”), by and among Seritage Growth Properties, a Maryland real estate investment trust (the “Company”) and Fairholme Capital Management L.L.C. (“Fairholme”), acting on its own behalf and on behalf of its advisory clients from time to time, other than clients that are series of Fairholme Funds, Inc. (Fairholme’s advisory clients from time to time, except clients that are series of Fairholme Funds, Inc., are collectively referred to as the “Class C Acquirors”.)
FIRST AMENDMENT TO MASTER LEASEMaster Lease • March 2nd, 2020 • Seritage Growth Properties • Real estate
THIS FIRST AMENDMENT TO MASTER LEASE (this "Amendment") is made and entered into by and among Seritage SRC Finance LLC and Seritage KMT Finance LLC (together with their successors and assigns, collectively, jointly and severally, "Landlord"), and Transform KM Operations LLC and Transform SR Operations LLC (together with their permitted successors and assigns, collectively, jointly and severally, "Tenant"), to be effective on October 29, 2019 (the "Effective Date").
OMNIBUS AMENDMENT (Mezzanine Loan)Seritage Growth Properties • March 1st, 2017 • Real estate • New York
THIS OMNIBUS AMENDMENT (this “Amendment”) is entered into as of September 28, 2015 by and among H/2 Special Opportunities III Corp., H/2 Credit Partners Master Fund Ltd., H/2 Investors, Ltd., H/2 Investors II, L.P. and H/2 Targeted Return Strategies II Ltd. (together with their respective successors and assigns, individually or collectively, as the context may require “Lender”), Seritage SRC Mezzanine Finance LLC, a Delaware limited liability company (together with its permitted successors and assigns, “SRC Borrower”), and Seritage KMT Mezzanine Finance LLC, a Delaware limited liability company (together with its permitted successors and assigns, “KMT Borrower” and, with SRC Borrower, individually or collectively, as the context may require, “Borrower”) and Seritage Growth Properties, a Maryland real estate investment trust (together with its permitted successors and assigns, “Seritage REIT”), and Seritage Growth Properties, L.P., a Delaware limited partnership (together with its permi
H/2 Capital Partners LLC JPMorgan Chase Bank, National AssociationSeritage Growth Properties • June 8th, 2015 • Real estate
This letter shall confirm the agreement of H/2 Capital Partners LLC (together with its successors and assigns, “H/2”) and JPMorgan Chase Bank, National Association (together with its successors and assigns, “JPM”, and together with H/2, collectively, “Lender”) to provide, or cause an affiliate to provide, subject to the satisfaction of the conditions set forth in this Commitment (as hereinafter defined), one or more mortgage and mezzanine loans in the maximum principal amount of $1,261,195,656 (collectively, the “Loan”) to one or more entities (collectively, “Borrower”) that are or on the date of the closing of the Loan will become direct or indirect subsidiaries of Seritage Growth Properties (“Seritage”) on the terms and conditions set forth in this letter and the Summary of Terms and Conditions attached hereto as Annex A (as modified and/or supplemented by the terms of the Agreed Loan Documents (as defined below), the “Term Sheet”; the Term Sheet and this letter, together with that c
