srg-ex1011_523.htm



 

Exhibit 10.11

 

THIRD AMENDMENT TO LOAN AGREEMENT

 

THIS THIRD AMENDMENT TO LOAN AGREEMENT (this “Amendment”) is entered into as of November 8, 2017 and effective as of June 30, 2017, by and among WELLS FARGO BANK, NATIONAL ASSOCIATION, not individually but solely in its capacity as: (i) trustee for the holders of J.P. Morgan Chase Commercial Mortgage Securities Trust 2015-SGP, Commercial Mortgage Pass-Through Certificates, Series 2015-SGP (as successor-in-interest to JPMorgan Chase Bank, National Association, a national banking association (“JPM”), in its capacity as an originating lender); and (ii) collateral agent for JPM and H/2 SO III Funding I LLC, a Delaware limited liability company (“H/2 SO III”, and collectively with JPM, as co- lenders (together with their respective successors and assigns, the “Co-Lenders”) pursuant to the Co-Lender Agreement dated as of July 7, 2015 (as amended from time to time, the “Co-Lender Agreement”) (together with its successors and assigns, including any party that acquires the Property by foreclosure, conveyance in lieu of foreclosure or similar transaction and any subsequent owner of the Property, “Lender”), and SERITAGE SRC FINANCE LLC and SERITAGE KMT FINANCE LLC, each a Delaware limited liability company (individually and/or collectively, as the context may require, “Borrower”) and amends that certain Loan Agreement, dated as of July 7, 2015, by and between Lender and Borrower (as amended by that certain Omnibus Amendment dated as of September 28, 2015 and that certain Second Amendment to Loan Agreement dated as of November 8, 2016, the “Loan Agreement”). Capitalized terms used herein and not otherwise defined shall have the meanings given such terms in the Loan Agreement.

 

WHEREAS, Borrower has requested that Future Advance Lender fund the entire undrawn portion of the Future Advance Amount into the Redevelopment Reserve Account pursuant to Section 1.7(e) of the Loan Agreement (the “Final Advance”); and

 

WHEREAS, after giving effect to the Final Advance, Lender and Borrower have memorialize the increase in the Allocated Loan Amounts of certain of the Properties as provided herein.

 

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows, effective from and after the date hereof:

 

1.Definitions.

 


	
 
	
(a)
	
The following definition in the Loan Agreement is hereby amended and restated in its entirety as follows:




 

“Allocated Loan Amount” means, with respect to each Property, the portion of the Loan Amount allocated to such Property as set forth in the column titled “Separation Transaction Closing” on Schedule B, as modified by Schedule B-1 of the Third Amendment to Loan Agreement.

 


	
 
	
(b)
	
The following new definition is hereby added to the “Definitions” section of the Existing Loan Agreement in appropriate alphabetical order:




“Third Amendment to Loan Agreement” means that certain Third Amendment to Loan Agreement, dated as of June 30, 2017, by and among Borrower and Lender.

 

1



 

2.Schedules.

 


	
 
	
(a)
	
The Allocated Loan Amounts of the Properties listed on Schedule B-1 hereto hereby amend the Allocated Loan Amounts of such Properties set forth in the column titled “Separation Transaction Closing” on Schedule B to the Loan Agreement.




 


	
 
	
(b)
	
Schedule R to the Loan Agreement is hereby amended and restated in its entirety by Schedule R to this Amendment.




 

3.Governing Law.  This Amendment shall be governed by and construed and interpreted in accordance with the laws of the State of New York.

 

4.Successors and Assigns.  This Amendment shall be binding upon the parties hereto and their respective successors and assigns.

 

5.Effect of Amendment.  Borrower hereby acknowledges and agrees that (i) all of the terms and conditions of the Loan Documents, as modified by this Amendment, are hereby ratified and confirmed in all respects and shall remain in full force and effect in accordance with their terms, (ii) all references to the Loan Agreement in any Loan Document shall, from and after the execution and delivery of this Amendment, be deemed a reference to the Loan Agreement as amended hereby and as hereafter amended, modified or extended from time to time.

 

6.Miscellaneous.  This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument.  Copies of originals, including copies delivered by facsimile, pdf or other electronic means, shall have the same import and effect as original counterparts and shall be valid, enforceable and binding for the purposes of this Amendment.

 

7.Mezzanine Lender Consent.  Wells Fargo Bank, National Association, not individually but solely in its capacity as trustee for holders of J.P. Morgan Chase Commercial Mortgage Securities Trust 2015-SGP MZ, Commercial Mezzanine Pass-Through Certificates, Series 2015-SGP MZ (together with its successors and assigns, “Mezzanine Lender”) hereby executes this Amendment in order to consent to this Amendment and agrees that the Lender shall be entitled to rely upon the consent contained herein as satisfying any notice and consent obligations under the Intercreditor Agreement between the Lender and the Mezzanine Lender.

 

[Signatures appear on following page.]

 

2



 

 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their  duly  authorized representatives, all as of  the day and year first above written.

 


	
LENDER:

	
 

	
WELLS FARGO BANK, NATIONAL ASSOCIATION, NOT INDIVIDUALLY BUT SOLELY IN ITS CAPACITY AS (i) AS TRUSTEE FOR THE HOLDERS OF J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES TRUST 2015-SGP, COMMERCIAL MORTGAGE PASS­ THROUGH CERTIFICATES, SERIES 2015- SGP and (ii) AS COLLATERAL AGENT FOR THE CO-LENDERS UNDER THE CO-LENDER AGREEMENT




 


	
By: Strategic Asset Services LLC, as Primary

Servicer




 


	
By:
	
/s/ Chris Stallsworth

	
 
	
Name:
	
Chris Stallsworth

	
 
	
Title:
	
Authorized Signatory




 


	
By:
	
/s/ Michael Carp

	
 
	
Name:
	
Michael Carp

	
 
	
Title:
	
Authorized Signatory




[Signatures continue on next page.]

 

 





Third Amendment  to Loan Agreement

23769508 5.BUSINESS



 


	
ACKNOWLEDGED AND AGREED:

	
 

	
JV PLEDGOR:




 


	
SERITAGE GS HOLDINGS LLC,

	
a Delaware limited liability company

	
 

	
By:
	
/s/ Matthew Fernand

	
 
	
Name:
	
Matthew Fernand

	
 
	
Title:
	
Vice President




 


	
SERITAGE SPS HOLDINGS LLC,

	
a Delaware limited liability company

	
 

	
By:
	
/s/ Matthew Fernand

	
 
	
Name:
	
Matthew Fernand

	
 
	
Title:
	
Vice President




 


	
SERITAGE MS HOLDINGS LLC,

	
a Delaware limited liability company

	
 

	
By:
	
/s/ Matthew Fernand

	
 
	
Name:
	
Matthew Fernand

	
 
	
Title:
	
Vice President




 

 

 





Third Amendment to Loan Agreement



 


	
ACKNOWLEDGED AND AGREED:

	
 

	
GUARANTOR:




 


	
SERITAGE GROWTH PROPERTIES,

	
a Maryland real estate investment trust

	
 

	
By:
	
/s/ Matthew Fernand

	
 
	
Name:
	
Matthew Fernand

	
 
	
Title:
	
EVP & General Counsel




 


	
SERITAGE GROWTH PROPERTIES, L.P.,

	
a Delaware limited partnership

	
 

	
By:
	
Seritage Growth Properties,

its general partner

	
 
	
 

	
By:
	
/s/ Matthew Fernand

	
 
	
Name:
	
Matthew Fernand

	
 
	
Title:
	
EVP & General Counsel




 

 





Third Amendment to Loan Agreement



 


	
BORROWER




 


	
SERITAGE SRC FINANCE LLC,

	
a Delaware limited liability company

	
 

	
By:
	
/s/ Matthew Fernand

	
 
	
Name:
	
Matthew Fernand

	
 
	
Title:
	
Vice President




 


	
SERITAGE KMT FINANCE LLC,

	
a Delaware limited liability company

	
 

	
By:
	
/s/ Matthew Fernand

	
 
	
Name:
	
Matthew Fernand

	
 
	
Title:
	
Vice President




[Signatures continue on next page.]

 

 





Third Amendment to Loan Agreement

23769508.5.BUSINESS



 


	
ACKNOWLEDGED AND AGREED:

	
 

	
MEZZANINE BORROWERS:




 


	
SERITAGE SRC MEZZANINE FINANCE LLC,

	
a Delaware limited liability company

	
 

	
By:
	
/s/ Matthew Fernand

	
 
	
Name:
	
Matthew Fernand

	
 
	
Title:
	
Vice President




 


	
SERITAGE KMT MEZZANINE FINANCE LLC,

	
a Delaware limited liability company

	
 

	
By:
	
/s/ Matthew Fernand

	
 
	
Name:
	
Matthew Fernand

	
 
	
Title:
	
Vice President




 

ACKNOWLEDGED AND AGREED:

MEZZANINE LENDER:

WELLS FARGO BANK, NATIONAL ASSOCIATION, NOT INDIVIDUALLY BUT SOLELY IN ITS CAPACITY AS TRUSTEE FOR THE HOLDERS OF J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES TRUST 2015-SGP MZ, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2015-SGP MZ

 

By: Strategic Asset Services LLC, as Primary Servicer

 


	
By:
	
/s/ Chris Stallsworth

	
 
	
Name:
	
Chris Stallsworth

	
 
	
Title:
	
Authorized Signatory




 


	
By:
	
/s/ Michael Carp

	
 
	
Name:
	
Michael Carp

	
 
	
Title:
	
Authorized Signatory




 

Third Amendment to Loan Agreement