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.

104               Cover Page Interactive Data File (embedded within Inline XBRL
                  document)

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