Item 1.01 Entry into a Material Definitive Agreement
On November 24, 2021, Seritage Growth Properties, L.P. (the "Operating
Partnership"), Seritage Growth Properties (the "Company"), and Berkshire
Hathaway Life Insurance Company of Nebraska ("Berkshire Hathaway") entered into
an amendment to the Senior Secured Term Loan Agreement by and among the
Operating Partnership as borrower, the Company as parent and guarantor and
Berkshire Hathaway as initial lender and administrative agent pursuant to which
the Operating Partnership, the Company and Berkshire Hathaway mutually agreed
that: (1) the "make whole" provision in the Senior Secured Term Loan Agreement
shall not be applicable to prepayments of principal; and (2) the Senior Secured
Term Loan Agreement, as amended for (1) above, may at the Operating
Partnership's election be extended for two years from July 31, 2023 (the
"Maturity Date") if its principal has been reduced to $800 million by the
Maturity Date. If it has not been reduced to this limit by the Maturity Date,
the loan will be due and payable. In all other respects, the Senior Secured Term
Loan Agreement remains unchanged.
The foregoing description of the amendment to the Senior Secured Term Loan
Agreement is subject to and qualified in its entirety by reference to the copy
of that agreement attached as Exhibit 10.1 herewith.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
10.1 Amendment No. 2 to the Senior Secured Term Loan Agreement,
dated November 24, 2021, among Seritage Growth Properties, L.P.,
Seritage Growth Properties and Berkshire Hathaway Life Insurance
Company of Nebraska.
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