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 • June 8th, 2015 • Seritage Growth Properties • Real estate • New York
This MASTER LEASE (this “Master Lease”) is entered into as of , 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”).
SUBSCRIPTION, DISTRIBUTION AND PURCHASE AND SALE AGREEMENT BY AND BETWEEN SEARS HOLDINGS CORPORATION AND SERITAGE GROWTH PROPERTIES DATED AS OF June 5, 2015Subscription, Distribution and Purchase and Sale Agreement • June 8th, 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.
H/2 Capital Partners LLC JPMorgan Chase Bank, National AssociationCommitment Letter • June 8th, 2015 • Seritage Growth Properties • 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
