EMPLOYMENT AGREEMENTEmployment 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”).
TAX MATTERS AGREEMENT BY AND BETWEEN HOWARD HUGHES HOLDINGS INC. AND SEAPORT ENTERTAINMENT GROUP INC. DATED AS OF JULY 31, 2024Tax 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.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment 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”).
TRANSITION SERVICES AGREEMENT BY AND BETWEEN HOWARD HUGHES HOLDINGS INC. AND SEAPORT ENTERTAINMENT GROUP INC. DATED AS OF JULY 31, 2024Transition Services Agreement • August 1st, 2024 • Seaport Entertainment Group Inc. • Services-miscellaneous amusement & recreation • New York
EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN HOWARD HUGHES HOLDINGS INC. AND SEAPORT ENTERTAINMENT GROUP INC. DATED AS OF JULY 31, 2024Employee 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.
SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN HOWARD HUGHES HOLDINGS INC. AND SEAPORT ENTERTAINMENT GROUP INC. DATED AS OF JULY 31 2024Separation 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.
AMENDMENT TO LOAN DOCUMENTS AGREEMENTLoan Documents Agreement • July 19th, 2024 • Seaport Entertainment Group Inc. • Services-miscellaneous amusement & recreation • New York
This AMENDMENT TO LOAN DOCUMENTS AGREEMENT (“Amendment”) is dated as of , 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.
INTEREST AND EXPENSES GUARANTYInterest 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”).
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF JG RESTAURANT HOLDCO LLCLiability 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”).
SECOND AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF LEASEAgreement 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").
INDEMNITY AND GUARANTY AGREEMENTIndemnity 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”).
TAX MATTERS AGREEMENT BY AND BETWEEN HOWARD HUGHES HOLDINGS INC. AND SEAPORT ENTERTAINMENT GROUP INC. DATED AS OF , 2024Tax Matters Agreement • July 19th, 2024 • Seaport Entertainment Group Inc. • Services-miscellaneous amusement & recreation • New York
This TAX MATTERS AGREEMENT (this “Agreement”) is entered into effective as of , 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.
SEAPORT ENTERTAINMENT GROUP INC. RESTRICTED STOCK UNIT AGREEMENTRestricted 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”).
FIRST AMENDMENT TO MARKET HALL MANAGEMENT AGREEMENTMarket 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”).
EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN HOWARD HUGHES HOLDINGS INC. AND SEAPORT ENTERTAINMENT GROUP INC. DATED AS OF , 2024Employee Matters Agreement • July 23rd, 2024 • Seaport Entertainment Group Inc. • Services-miscellaneous amusement & recreation • New York
This EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of , 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.
CREDIT AGREEMENT dated as of July 31, 2024 among SEG REVOLVER, LLC, as Borrower and HOWARD HUGHES HOLDINGS INC., as LenderCredit 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”).
INTEREST AND EXPENSES GUARANTYInterest and Expenses Guaranty • July 19th, 2024 • Seaport Entertainment Group Inc. • Services-miscellaneous amusement & recreation • New York
This INTEREST AND EXPENSES GUARANTY (this “Guaranty”) is made as of , 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”).
TRANSITION SERVICES AGREEMENT BY AND BETWEEN HOWARD HUGHES HOLDINGS INC. AND SEAPORT ENTERTAINMENT GROUP INC. DATED AS OF , 2024Transition Services Agreement • July 19th, 2024 • Seaport Entertainment Group Inc. • Services-miscellaneous amusement & recreation • New York
This TRANSITION SERVICES AGREEMENT (together with the schedules hereto, “Agreement”) is entered into effective as of , 2024 (“Effective Date”), by and between Howard Hughes Holdings Inc., a Delaware corporation (“Provider” or “HHH”), and Seaport Entertainment Group Inc., a Delaware corporation and wholly owned subsidiary of Provider (“Recipient” or “Seaport Entertainment”). Each of Recipient and Provider is referred to herein as a “Party” and collectively as the “Parties”.
INDEMNITY AND GUARANTY AGREEMENTIndemnity and Guaranty Agreement • July 19th, 2024 • Seaport Entertainment Group Inc. • Services-miscellaneous amusement & recreation
THIS INDEMNITY AND GUARANTY AGREEMENT (this “Agreement”), made as of , 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”).
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 AGREEMENTDealer Manager Agreement • September 23rd, 2024 • Seaport Entertainment Group Inc. • Services-miscellaneous amusement & recreation • New York
SEAPORT ENTERTAINMENT GROUP INC. INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • July 19th, 2024 • Seaport Entertainment Group Inc. • Services-miscellaneous amusement & recreation • Delaware
THIS INVESTOR RIGHTS AGREEMENT, dated as of , 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”).
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 AGREEMENTDealer Manager Agreement • September 5th, 2024 • Seaport Entertainment Group Inc. • Services-miscellaneous amusement & recreation • New York
SEAPORT ENTERTAINMENT GROUP INC. NONQUALIFIED STOCK OPTION AGREEMENTNonqualified 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”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment 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”).
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...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.
SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN HOWARD HUGHES HOLDINGS INC. AND SEAPORT ENTERTAINMENT GROUP INC. DATED AS OF , 2024Separation and Distribution Agreement • July 23rd, 2024 • Seaport Entertainment Group Inc. • Services-miscellaneous amusement & recreation • New York
This SEPARATION AND DISTRIBUTION AGREEMENT is entered into effective as of , 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.
FOURTH AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF LEASEAgreement 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”).
MARKET HALL MANAGEMENT AGREEMENT by and between FULTON SEAFOOD MARKET, LLC as Owner, and CREATIVE CULINARY MANAGEMENT COMPANY LLC as Manager Dated July 1, 2020Market 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”).
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 , 2024Seaport Entertainment Group Inc. • July 19th, 2024 • Services-miscellaneous amusement & recreation • Nevada
THIS OMNIBUS AMENDMENT (this “Agreement”) is entered into as of July , 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”).
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.),...Agreement of Lease • 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”).
EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN HOWARD HUGHES HOLDINGS INC. AND SEAPORT ENTERTAINMENT GROUP INC. DATED AS OF , 2024Employee Matters Agreement • July 19th, 2024 • Seaport Entertainment Group Inc. • Services-miscellaneous amusement & recreation • New York
This EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of , 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.
NAMING RIGHTS AND MARKETING AGREEMENT BETWEEN LAS VEGAS CONVENTION AND VISITORS AUTHORITY AND CLARK COUNTY LAS VEGAS STADIUM LLCNaming 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.”
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”.
SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN HOWARD HUGHES HOLDINGS INC. AND SEAPORT ENTERTAINMENT GROUP INC. DATED AS OF , 2024Separation and Distribution Agreement • July 19th, 2024 • Seaport Entertainment Group Inc. • Services-miscellaneous amusement & recreation • New York
This SEPARATION AND DISTRIBUTION AGREEMENT is entered into effective as of , 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.
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, 2024Seaport Entertainment Group Inc. • August 1st, 2024 • 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”).
