INDEMNIFICATION AND ADVANCEMENT AGREEMENTIndemnification 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.
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.
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.
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. 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”).
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”.
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 • 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”).
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”).
CREDIT AGREEMENT dated as of July , 2024 among SEG REVOLVER, LLC, as Borrower and HOWARD HUGHES HOLDINGS INC., as LenderCredit Agreement • July 19th, 2024 • Seaport Entertainment Group Inc. • Services-miscellaneous amusement & recreation • New York
CREDIT AGREEMENT dated as of July , 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”).
STANDBY PURCHASE AGREEMENTStandby 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”)
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 , 2024Omnibus Amendment • July 19th, 2024 • Seaport Entertainment Group Inc. • 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”).
