Seaport Entertainment Group Inc. Sample Contracts

INDEMNIFICATION AND ADVANCEMENT AGREEMENT
Indemnification Agreement • July 19th, 2024 • Seaport Entertainment Group Inc. • Services-miscellaneous amusement & recreation • Delaware

This Indemnification and Advancement Agreement (“Agreement”) is made as of , 20 by and between Seaport Entertainment Group Inc., a Delaware corporation (the “Company”), and , [a member of the Board of Directors / an officer / an employee / an agent] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advancement of expenses.

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EMPLOYMENT AGREEMENT
Employment Agreement • June 18th, 2024 • Seaport Entertainment Group Inc. • Services-miscellaneous amusement & recreation • Delaware

This Employment Agreement (this “Agreement”), dated May 1, 2024, is entered into by and between Howard Hughes Holdings Inc., a Delaware corporation (“HHH”), and Lucy Fato (the “Executive”).

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EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN HOWARD HUGHES HOLDINGS INC. AND SEAPORT ENTERTAINMENT GROUP INC. DATED AS OF JULY 31, 2024
Employee Matters Agreement • August 1st, 2024 • Seaport Entertainment Group Inc. • Services-miscellaneous amusement & recreation • New York

This EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of July31, 2024, is entered into by and between Howard Hughes Holdings Inc., a Delaware corporation (“HHH”), and Seaport Entertainment Group Inc., a Delaware corporation and wholly owned subsidiary of HHH (“Seaport Entertainment”). HHH and Seaport Entertainment are each a “Party” and are sometimes referred to herein collectively as the “Parties”. Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.

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SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN HOWARD HUGHES HOLDINGS INC. AND SEAPORT ENTERTAINMENT GROUP INC. DATED AS OF JULY 31 2024
Separation and Distribution Agreement • August 1st, 2024 • Seaport Entertainment Group Inc. • Services-miscellaneous amusement & recreation • New York

This SEPARATION AND DISTRIBUTION AGREEMENT is entered into effective as of July 31, 2024 (this “Agreement”), by and between Howard Hughes Holdings Inc., a Delaware corporation (“HHH”), and Seaport Entertainment Group Inc., a Delaware corporation and wholly owned subsidiary of HHH (“Seaport Entertainment”). HHH and Seaport Entertainment are each a “Party” and are sometimes referred to herein collectively as the “Parties.” Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.

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TAX MATTERS AGREEMENT BY AND BETWEEN HOWARD HUGHES HOLDINGS INC. AND SEAPORT ENTERTAINMENT GROUP INC. DATED AS OF JULY 31, 2024
Tax Matters Agreement • August 1st, 2024 • Seaport Entertainment Group Inc. • Services-miscellaneous amusement & recreation • New York

This TAX MATTERS AGREEMENT (this “Agreement”) is entered into effective as of July 31, 2024, by and between Howard Hughes Holdings Inc., a Delaware corporation (“HHH”), and Seaport Entertainment Group, Inc., a Delaware corporation and wholly owned subsidiary of HHH (“Seaport Entertainment”). HHH and Seaport Entertainment are each a “Party” and are sometimes referred to herein collectively as the “Parties.” Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I of this Agreement.

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SEAPORT ENTERTAINMENT GROUP INC. INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • October 18th, 2024 • Seaport Entertainment Group Inc. • Services-miscellaneous amusement & recreation • Delaware

THIS INVESTOR RIGHTS AGREEMENT, dated as of October 17, 2024 (this “Agreement”), by and among Pershing Square Holdings, Ltd., Pershing Square, L.P. and Pershing Square International, Ltd. (the “Standby Purchasers”) and any other parties that may from time to time become parties hereto (collectively, the “Pershing Square Holders”), and Seaport Entertainment Group Inc., a Delaware corporation (the “Company”).

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SEAPORT ENTERTAINMENT GROUP INC. (a Delaware Corporation) Up to 7,000,000 Shares of Common Stock Issuable Upon the Exercise of Transferable Rights to Subscribe for Such Shares of Common Stock DEALER MANAGER AGREEMENT
Dealer Manager Agreement • September 23rd, 2024 • Seaport Entertainment Group Inc. • Services-miscellaneous amusement & recreation • New York
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TRANSITION SERVICES AGREEMENT BY AND BETWEEN HOWARD HUGHES HOLDINGS INC. AND SEAPORT ENTERTAINMENT GROUP INC. DATED AS OF JULY 31, 2024
Transition Services Agreement • August 1st, 2024 • Seaport Entertainment Group Inc. • Services-miscellaneous amusement & recreation • New York
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AMENDMENT TO LOAN DOCUMENTS AGREEMENT
Loan Documents Agreement • August 1st, 2024 • Seaport Entertainment Group Inc. • Services-miscellaneous amusement & recreation • New York

This AMENDMENT TO LOAN DOCUMENTS AGREEMENT (“Amendment”) is dated as of July 31, 2024 (hereinafter the “Amendment Effective Date”), by and among 250 SEAPORT DISTRICT, LLC, a single-purpose Delaware limited liability company (“Borrower”), TWL-BRIDGELAND HOLDING COMPANY, LLC, a Delaware limited liability company (“TWL Guarantor”), SEAPORT ENTERTAINMENT GROUP INC., a Delaware corporation (“Seaport Guarantor,” together with TWL Guarantor, individually and/or collectively, as the context may require, “Guarantor,” together with Borrower, individually and/or collectively, referred to herein, as the context may require, as “Obligor”), and MIZUHO CAPITAL MARKETS LLC, a Delaware limited liability company, as Agent for itself and the other Lenders (collectively, the “Lenders”) that are parties to the Loan Agreement described below (together with its successors and assigns in such capacity, the “Agent”), and MIZUHO CAPITAL MARKETS LLC, a Delaware limited liability company, as Lender.

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INTEREST AND EXPENSES GUARANTY
Interest and Expenses Guaranty • August 7th, 2024 • Seaport Entertainment Group Inc. • Services-miscellaneous amusement & recreation • New York

This INTEREST AND EXPENSES GUARANTY (this “Guaranty”) is made as of July 31, 2024 by SEAPORT ENTERTAINMENT GROUP INC., a Delaware corporation (“Guarantor”), in favor of MIZUHO CAPITAL MARKETS LLC, as agent for the benefit of the Lenders as defined in the Loan Agreement (“Agent”).

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AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • August 1st, 2024 • Seaport Entertainment Group Inc. • Services-miscellaneous amusement & recreation

This AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is entered into as of August 1, 2024 (the “Amendment Effective Date”), by and between Howard Hughes Holdings Inc., a Delaware corporation (the “Company”) and Lucy Fato (“Executive”) and amends that certain Employment Agreement by and between the Company and Executive, dated as of April 23, 2024 (the “Employment Agreement”).

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INDEMNITY AND GUARANTY AGREEMENT
Indemnity and Guaranty Agreement • August 1st, 2024 • Seaport Entertainment Group Inc. • Services-miscellaneous amusement & recreation

THIS INDEMNITY AND GUARANTY AGREEMENT (this “Agreement”), made as of July 31, 2024, by Seaport Entertainment Group Inc., a Delaware corporation (the “Indemnitor”), in favor of Computershare Trust Company, National Association (successor to Wells Fargo Trust Company, National Association), as Trustee (the “Purchaser”).

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CREDIT AGREEMENT dated as of July 31, 2024 among SEG REVOLVER, LLC, as Borrower and HOWARD HUGHES HOLDINGS INC., as Lender
Credit Agreement • August 1st, 2024 • Seaport Entertainment Group Inc. • Services-miscellaneous amusement & recreation • New York

CREDIT AGREEMENT dated as of July 31, 2024 (this “Agreement”), among SEG REVOLVER, LLC, a Delaware limited liability company, as borrower (together with its successors and permitted assigns, the “Borrower”), and HOWARD HUGHES HOLDINGS INC., a Delaware corporation, as lender (together with its successors and permitted assigns, the “Lender”).

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STANDBY PURCHASE AGREEMENT
Standby Purchase Agreement • July 19th, 2024 • Seaport Entertainment Group Inc. • Services-miscellaneous amusement & recreation • New York

THIS AGREEMENT (the “Agreement”) has been entered into as of July 18, 2024, by and among SEAPORT ENTERTAINMENT GROUP INC., a corporation existing under the laws of Delaware; (“SEG”)

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CLARK COUNTY LAS VEGAS STADIUM, LLC COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION (SUCCESSOR TO WELLS FARGO TRUST COMPANY, NATIONAL ASSOCIATION), as Trustee OMNIBUS AMENDMENT Dated as of July 31, 2024
Omnibus Amendment • August 1st, 2024 • Seaport Entertainment Group Inc. • Services-miscellaneous amusement & recreation • Nevada

THIS OMNIBUS AMENDMENT (this “Agreement”) is entered into as of July 31, 2024, by and among CLARK COUNTY LAS VEGAS STADIUM, LLC, a limited liability company organized under the laws of the State of Delaware (the “Company”), and COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION (successor to Wells Fargo Trust Company, National Association), as Trustee under that certain LVCVA (Las Vegas, NV) Receivables-Backed Pass Through Trust Agreement and Declaration of Trust dated as of July 20, 2018 (the “Lender”).

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FIRST AMENDMENT TO SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF JG RESTAURANT HOLDCO LLC
Limited Liability Company Agreement • August 1st, 2024 • Seaport Entertainment Group Inc. • Services-miscellaneous amusement & recreation • Delaware

This First Amendment (this “Amendment”) to the Second Amended and Restated Limited Liability Company Agreement of JG Restaurant HoldCo LLC, a Delaware limited liability company (the “Company”), is effective as of July 31, 2024 (the “Effective Date”) by and among the Company, Seaport District NYC, Inc., a Delaware corporation (“Seaport District”), JG TopCo LLC, a Delaware limited liability company (“JG TopCo”) and Jean-Georges Vongerichten (“JG”).

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SECOND AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF LEASE
Amended and Restated Agreement of Lease • June 18th, 2024 • Seaport Entertainment Group Inc. • Services-miscellaneous amusement & recreation

This SECOND AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF LEASE (this "Second Amendment") is dated as of this 3 day of October, 2017, by and among THE CITY OF NEW YORK (AS SUCCESSOR IN INTEREST TO THE SOUTH STREET SEAPORT CORPORATION), a municipal corporation of the State of New York, having an address at City Hall, New York, New York 10007, as landlord (the "Landlord"), and SOUTH STREET SEAPORT LIMITED PARTNERSHIP (AS SUCCESSOR IN INTEREST TO SEAPORT MARKETPLACE, INC.), having an address at c/o The Howard Hughes Corporation, One Galleria Tower, 13355 Noel Road, 22nd Floor, Dallas, Texas 75240, as tenant (the "Tenant").

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SEAPORT ENTERTAINMENT GROUP INC. RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • August 1st, 2024 • Seaport Entertainment Group Inc. • Services-miscellaneous amusement & recreation • Delaware

This Restricted Stock Unit Agreement (this “Agreement”), dated as of , is entered into by and between Seaport Entertainment Group Inc., a Delaware corporation (the “Company”), and (“Grantee”) and is granted pursuant to the Company’s 2024 Equity Incentive Plan, as may be amended from time to time (the “Plan”).

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FIRST AMENDMENT TO MARKET HALL MANAGEMENT AGREEMENT
Market Hall Management Agreement • June 18th, 2024 • Seaport Entertainment Group Inc. • Services-miscellaneous amusement & recreation

This FIRST AMENDMENT (the “Amendment”) TO MARKET HALL MANAGEMENT AGREEMENT (the “Agreement”) is made as of this 11th day of August, 2022 (the “Effective Date”), by and between FULTON SEAFOOD MARKET, LLC, a Delaware limited liability company (“Owner”) and CREATIVE CULINARY MANAGEMENT COMPANY LLC, a Delaware limited liability company (“Manager”).

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SEAPORT ENTERTAINMENT GROUP INC. NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • August 1st, 2024 • Seaport Entertainment Group Inc. • Services-miscellaneous amusement & recreation • Delaware

This Nonqualified Stock Option Agreement (this “Agreement”), dated as of , 2024, is entered into by and between Seaport Entertainment Group Inc., a Delaware corporation (the “Company”), and (“Optionee”). Capitalized terms used herein but not otherwise defined shall have the meanings assigned to those terms in the Company’s 2024 Equity Incentive Plan, as amended from time to time (the “Plan”).

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AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • August 1st, 2024 • Seaport Entertainment Group Inc. • Services-miscellaneous amusement & recreation

This AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is entered into as of August 1, 2024 (the “Amendment Effective Date”), by and between Howard Hughes Holdings Inc., a Delaware corporation (the “Company”) and Anton Nikodemus (“Executive”) and amends that certain Employment Agreement by and between the Company and Executive, dated as of September 29, 2023 (the “Employment Agreement”).

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SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF JG RESTAURANT HOLDCO LLC Dated as of March 1st, 2022 THE INTERESTS EVIDENCED BY THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES...
Limited Liability Company Agreement • June 18th, 2024 • Seaport Entertainment Group Inc. • Services-miscellaneous amusement & recreation • Delaware

SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF JG RESTAURANT HOLDCO LLC (this “Agreement”) made and entered into as of March 1st, 2022 (the “Effective Date”), by and among JG Restaurant HoldCo LLC, a Delaware limited liability company (the “Company”), Howard Hughes Hospitality, LLC, a Delaware corporation (“HHC”), JG TopCo LLC, a Delaware limited liability company (“JG TopCo”) and Jean-Georges Vongerichten (“JG”). Capitalized terms used herein shall have the meanings assigned to them in Annex A hereto or elsewhere in this Agreement.

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FOURTH AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF LEASE
Agreement of Lease • June 18th, 2024 • Seaport Entertainment Group Inc. • Services-miscellaneous amusement & recreation

This FOURTH AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF LEASE (this “Fourth Amendment”) is dated as of the 29TH day of December 2021 by and among THE CITY OF NEW YORK (AS SUCCESSOR IN INTEREST TO THE SOUTH STREET SEAPORT CORPORATION), a municipal corporation of the State of New York, having an address at One Liberty Plaza, New York, New York 10006, as landlord (the “Landlord”), and SOUTH STREET SEAPORT LIMITED PARTNERSHIP (AS SUCCESSOR IN INTEREST TO SEAPORT MARKETPLACE, INC.), having an address at c/o The Howard Hughes Corporation, 9950 Woodloch Forest Drive, Suite 1100, The Woodlands, Texas 77380, as tenant (the “Tenant”).

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MARKET HALL MANAGEMENT AGREEMENT by and between FULTON SEAFOOD MARKET, LLC as Owner, and CREATIVE CULINARY MANAGEMENT COMPANY LLC as Manager Dated July 1, 2020
Market Hall Management Agreement • June 18th, 2024 • Seaport Entertainment Group Inc. • Services-miscellaneous amusement & recreation • New York

THIS MARKET HALL MANAGEMENT AGREEMENT (“Agreement”) is made and entered into as of July 1, 2020 (“Effective Date”), by and between FULTON SEAFOOD MARKET, LLC, a Delaware limited liability company (“Owner”), and CREATIVE CULINARY MANAGEMENT COMPANY LLC, a New York limited liability company (“Manager”).

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AMENDED AND RESTATED AGREEMENT OF LEASE between THE CITY OF NEW YORK (AS SUCCESSOR IN INTEREST TO THE SOUTH STREET SEAPORT CORPORATION), AS LANDLORD and SOUTH STREET SEAPORT LIMITED PARTNERSHIP (AS SUCCESSOR IN INTEREST TO SEAPORT MARKETPLACE, INC.),...
Lease Agreement • June 18th, 2024 • Seaport Entertainment Group Inc. • Services-miscellaneous amusement & recreation • New York

AGREEMENT OF LEASE, made as of the ___ day of ___________, 2013, between THE CITY OF NEW YORK (AS SUCCESSOR IN INTEREST TO THE SOUTH STREET SEAPORT CORPORATION), a municipal corporation of the State of New York, having an address at City Hall, New York, New York 1007, as landlord (the “Landlord”), and SOUTH STREET SEAPORT LIMITED PARTNERSHIP (AS SUCCESSOR IN INTEREST TO SEAPORT MARKETPLACE, INC.)), having an address at c/o The Howard Hughes Corporation, One Galleria Tower, 13355 Noel Road, 22nd Floor, Dallas, Texas 75240, as tenant (the “Tenant”).

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NAMING RIGHTS AND MARKETING AGREEMENT BETWEEN LAS VEGAS CONVENTION AND VISITORS AUTHORITY AND CLARK COUNTY LAS VEGAS STADIUM LLC
Naming Rights and Marketing Agreement • June 18th, 2024 • Seaport Entertainment Group Inc. • Services-miscellaneous amusement & recreation • Nevada

THIS NAMING RIGHTS AND MARKETING AGREEMENT (the “Agreement”) is made and entered into as of the Effective Date (defined below), by and between Las Vegas Convention and Visitors Authority, a local government entity of the State of Nevada (“LVCVA”), having its principal place of business at 3150 Paradise Road, Las Vegas, Nevada 89109, and Clark County Las Vegas Stadium LLC (the “Company”), having its principal place of business at 10801 W. Charleston Blvd., Third Floor, Las Vegas, Nevada 89135. For purposes of this Agreement, LVCVA and Company may each be referred to individually as a “Party” and may be collectively referred to as the “Parties.”

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SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF FULTON SEAFOOD MARKET, LLC (a Delaware limited liability company)
Limited Liability Company Agreement • June 18th, 2024 • Seaport Entertainment Group Inc. • Services-miscellaneous amusement & recreation • Delaware

THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Fulton Seafood Market, LLC (the “Company”), is made and entered into as of August 11, 2022 (the “Effective Date”), by and between HHC Seafood Market Member, LLC, a Delaware limited liability company (the “HHC Member”), and VS-Fulton Seafood Market LLC, a Delaware limited liability company (the “VS Member”). HHC Member and the VS Member are hereinafter sometimes referred to individually as a “Member” and collectively as the “Members”.

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THIRD AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF LEASE
Amended and Restated Agreement of Lease • June 18th, 2024 • Seaport Entertainment Group Inc. • Services-miscellaneous amusement & recreation

This THIRD AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF LEASE (this “Third Amendment”) is dated as of this ___ day of October, 2020 (the “Translux Building Commencement Date”), by and among THE CITY OF NEW YORK (AS SUCCESSOR IN INTEREST TO THE SOUTH STREET SEAPORT CORPORATION), a municipal corporation of the State of New York, having an address at City Hall, New York, New York 10007, as landlord (the “Landlord”), and SOUTH STREET SEAPORT LIMITED PARTNERSHIP (AS SUCCESSOR IN INTEREST TO SEAPORT MARKETPLACE, INC.), having an address at c/o The Howard Hughes Corporation, One Galleria Tower, 13355 Noel Road, 22nd Floor, Dallas, Texas 75240, as tenant (the “Tenant”).

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FIRST AMENDMENT TO STANDBY PURCHASE AGREEMENT
Standby Purchase Agreement • July 23rd, 2024 • Seaport Entertainment Group Inc. • Services-miscellaneous amusement & recreation • New York

This First Amendment (this “Amendment”) to the Standby Purchase Agreement is effective as of July 23, 2024 (the “Effective Date”) by and among Seaport Entertainment Group Inc., a corporation existing under the laws of Delaware (the “SEG”), Howard Hughes Holdings Inc., a corporation existing under the laws of Delaware (“HHH”), Pershing Square Holdings, LTD., Pershing Square, L.P. and Pershing Square International, LTD. (together, the “Standby Purchasers” and together with SEG and HHH, the “Parties”).

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TERM LOAN AGREEMENT between 250 SEAPORT DISTRICT, LLC, as Borrower, THE LENDERS LISTED HEREIN, as the Lenders and MIZUHO CAPITAL MARKETS LLC, as Agent September 7, 2023
Term Loan Agreement • June 18th, 2024 • Seaport Entertainment Group Inc. • Services-miscellaneous amusement & recreation

This Term Loan Agreement (this “Agreement”) is entered into as of September 7, 2023 between 250 SEAPORT DISTRICT, LLC, a single-purpose Delaware limited liability company (“Borrower”), the LENDERS listed on the signature pages hereof and any successor or assign thereof (individually, a “Lender” and collectively, the “Lenders”), and MIZUHO CAPITAL MARKETS LLC (“Mizuho”), as agent for the Lenders (“Agent”).

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DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF LEASES AND RENTS AND FIXTURE FILING STATEMENT Dated as of July 20, 2018 From CLARK COUNTY LAS VEGAS STADIUM, LLC
Deed of Trust, Security Agreement, Assignment of Leases and Rents and Fixture Filing Statement • June 18th, 2024 • Seaport Entertainment Group Inc. • Services-miscellaneous amusement & recreation

This Deed of Trust is also a Security Agreement and financing statement under the Uniform Commercial Code of the State of Nevada and in compliance therewith the following information is set forth:

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CLARK COUNTY LAS VEGAS STADIUM, LLC $51,231,000.00 4.92% Senior Secured Note NOTE PURCHASE AGREEMENT Dated as of July 20, 2018
Note Purchase Agreement • June 18th, 2024 • Seaport Entertainment Group Inc. • Services-miscellaneous amusement & recreation • Nevada

Clark County Las Vegas Stadium, LLC, a limited liability company organized under the laws of the State of Delaware (the “Company”), agrees with you as follows:

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FIRST AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF LEASE
Agreement of Lease • June 18th, 2024 • Seaport Entertainment Group Inc. • Services-miscellaneous amusement & recreation

This FIRST AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF LEASE (this “Agreement”) is dated as of this 11th day of January, 2017, by and among THE CITY OF NEW YORK (AS SUCCESSOR IN INTEREST TO THE SOUTH STREET SEAPORT CORPORATION), a municipal corporation of the State of New York, having an address at City Hall, New York, New York 10007, as landlord (the “Landlord”), and SOUTH STREET SEAPORT LIMITED PARTNERSHIP (AS SUCCESSOR IN INTEREST TO SEAPORT MARKETPLACE, INC.), having an address at c/o The Howard Hughes Corporation, One Galleria Tower, 13355 Noel Road, 22nd Floor, Dallas, Texas 75240, as tenant (the “Tenant”).

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