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.
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”).
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”).
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”).
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”).
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”).
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”).
AMENDMENT TO LOAN DOCUMENTS AGREEMENTLoan 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.
