Brookfield Homes Corp Sample Contracts

Brookfield Homes Corp – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BROOKFIELD HOMES CORPORATION (March 31st, 2011)

SECOND: The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801, which address is located in the County of New Castle, and the name of the Corporation’s registered agent at such address is The Corporation Trust Company.

Brookfield Homes Corp – NEWS RELEASE (November 2nd, 2010)

Investors, analysts and other interested parties can access Brookfield Homes Corporation’s Supplemental Information Package on the company’s website under the Investor Relations/Financial Reports section at www.brookfieldhomes.com. Brookfield Homes Corporation’s third quarter investor conference call can be accessed by teleconference on Friday, October 29, 2010 at 3:30 pm (Eastern Time) at 1-800-319-4610, toll free in North America or 1-604-638-5340. The archived teleconference may be accessed by dialing 1-800-319-6413 (Pincode: 2818), toll free in North America through November 29, 2010. Alternatively, the conference call can be accessed by Webcast on the company’s website at www.brookfieldhomes.com.

Brookfield Homes Corp – AGREEMENT AND PLAN OF MERGER AND CONTRIBUTION (October 8th, 2010)

This AGREEMENT AND PLAN OF MERGER AND CONTRIBUTION (this “Agreement”), dated as of October 4, 2010, is among Brookfield Homes Corporation, a Delaware corporation (“Brookfield Homes”), Brookfield Residential Properties Inc., an Ontario corporation (“Brookfield Residential”), Brookfield Residential Acquisition Corp., a Delaware corporation and a direct wholly owned subsidiary of Brookfield Residential (“BR Acquisition Corp.”), and Brookfield Properties Corporation, a Canadian corporation (“Brookfield Office Properties”). Brookfield Homes, Brookfield Residential, BR Acquisition Corp. and Brookfield Office Properties are referred to collectively as the “Constituent Entities.”

Brookfield Homes Corp – NEWS RELEASE (July 30th, 2010)

Investors, analysts and other interested parties can access Brookfield Homes Corporation’s Supplemental Information Package on the company’s website under the Investor Relations/Financial Reports section at www.brookfieldhomes.com. Brookfield Homes Corporation’s second quarter investor conference call can be accessed by teleconference on Friday, July 30, 2010 at 12:00 noon (Eastern Time) at 1-800-319-4610, toll free in North America or 1-604-638-5340. The archived teleconference may be accessed by dialing 1-800-319-6413 (Pincode: 2818), toll free in North America through August 30, 2010. Alternatively, the conference call can be accessed by Webcast on the company’s website at www.brookfieldhomes.com.

Brookfield Homes Corp – NEWS RELEASE (May 4th, 2010)

Investors, analysts and other interested parties can access Brookfield Homes Corporation’s Supplemental Information Package on the company’s website under the Investor Relations/Financial Reports section at www.brookfieldhomes.com. Brookfield Homes Corporation’s first quarter investor conference call can be accessed by teleconference on Friday, April 30, 2010 at 2:00 pm (Eastern Time) at 1-800-319-4610, toll free in North America or 1-604-638-5340. The archived teleconference may be accessed by dialing 1-800-319-6413 (Pincode: 2818), toll free in North America through May 30, 2010. Alternatively, the conference call can be accessed by Webcast on the company’s website at www.brookfieldhomes.com.

Brookfield Homes Corp – BROOKFIELD HOMES CORPORATION DEFERRED SHARE UNIT PLAN (February 19th, 2010)
Brookfield Homes Corp – NEWS RELEASE (February 12th, 2010)

Investors, analysts and other interested parties can access Brookfield Homes’ Supplemental Information Package on Brookfield Homes’ website under the Investor Relations/Financial Reports section at www.brookfieldhomes.com. Brookfield Homes’ year end investor conference call can be accessed by teleconference on Wednesday, February 10, 2010 at 11:00 am (Eastern Time) at 1-800-319-4610, toll free in North America or 1-604-638-5340. The archived teleconference may be accessed by dialing 1-800-319-6413 (Pincode: 2818), toll free in North America through March 10, 2010. Alternatively, the conference call can be accessed by Webcast on Brookfield Homes’ website at www.brookfieldhomes.com.

Brookfield Homes Corp – NEWS RELEASE (November 3rd, 2009)

Investors, analysts and other interested parties can access Brookfield Homes’ Supplemental Information Package on Brookfield Homes’ website under the Investor Relations/Financial Reports section at www.brookfieldhomes.com. Brookfield Homes’ third quarter investor conference call can be accessed by teleconference on Thursday, October 29, 2009 at 4:30 pm (Eastern Time) at 1-800-319-4610, toll free in North America or 1-604-638-5340. The archived teleconference may be accessed by dialing 1-800-319-6413 (Pincode: 2818), toll free in North America through November 29, 2009. Alternatively, the conference call can be accessed by Webcast on Brookfield Homes’ website at www.brookfieldhomes.com.

Brookfield Homes Corp – LOAN AGREEMENT AMENDMENT (August 5th, 2009)

WHEREAS on February 26, 2009, BROOKFIELD (US) CORPORATION (the “Lender”) established a revolving term credit facility, as amended, in favor of BROOKFIELD HOMES HOLDINGS INC. (the “Borrower”) in an amount equal to a maximum of $30,000,000 (the “Loan Agreement”);

Brookfield Homes Corp – NEWS RELEASE (July 31st, 2009)

Investors, analysts and other interested parties can access Brookfield Homes’ Supplemental Information Package on Brookfield Homes’ website under the Investor Relations/Financial Reports section at www.brookfieldhomes.com. Brookfield Homes’ year end investor conference call can be accessed by teleconference on July 29, 2009 at 4:30 pm (Eastern Time) at 1-800-319-4610, toll free in North America or 1-604-638-5340. The archived teleconference may be accessed by dialing 1-800-319-6413 (Pincode: 2818), toll free in North America through August 29, 2009. Alternatively, the conference call can be accessed by Webcast on Brookfield Homes’ website at www.brookfieldhomes.com.

Brookfield Homes Corp – LOAN AGREEMENT AMENDMENT (May 26th, 2009)

WHEREAS on February 26, 2009, BROOKFIELD (US) CORPORATION (the “Lender”) established a revolving term credit facility in favor of BROOKFIELD HOMES HOLDINGS INC. (the “Borrower”) in an amount equal to a maximum of $25,000,000 (the “Loan Agreement”);

Brookfield Homes Corp – LOAN AGREEMENT (May 8th, 2009)

NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the covenants and agreements herein contained, the parties hereto agree as follows:

Brookfield Homes Corp – NEWS RELEASE (May 6th, 2009)

Investors, analysts and other interested parties can access Brookfield Homes’ Supplemental Information Package on Brookfield Homes’ website under the Investor Relations/Financial Reports section at www.brookfieldhomes.com. Brookfield Homes’ year end investor conference call can be accessed by teleconference on May 4, 2009 at 4:30 pm (Eastern Time) at 1-800-319-4610, toll free in North America or 1-604-638-5340. The archived teleconference may be accessed by dialing 1-800-319-6413 (Pincode: 2818), toll free in North America through June 4, 2009. Alternatively, the conference call can be accessed by Webcast on Brookfield Homes’ website at www.brookfieldhomes.com.

Brookfield Homes Corp – PROMISSORY NOTE AMENDMENT (May 4th, 2009)

WHEREAS BROOKFIELD HOMES CORPORATION (the “Borrower”) issued a promissory note dated June 12, 2006, as amended, to TRILON BANCORP (Europe) ZRt, BUDAPEST ZURICH BRANCH (the “Lender”) in an aggregate principal amount not to exceed $350,000,000 (the “Promissory Note”);

Brookfield Homes Corp – NEWS RELEASE (April 3rd, 2009)

This announcement does not constitute an offer to sell, or the solicitation of any offer to buy, any securities. A registration statement relating to these securities has been filed with the United States Securities and Exchange Commission.

Brookfield Homes Corp – BROOKFIELD HOMES CORPORATION LETTER OF TRANSMITTAL (March 31st, 2009)
Brookfield Homes Corp – SUBSCRIPTION AGENT AGREEMENT (March 31st, 2009)

Brookfield Homes Corporation, a Delaware corporation (the “Company”), is making an offer (the “Subscription Offer”) to issue to the holders of record of its outstanding shares of common stock, par value $0.01 per share (the “Common Stock”), at 5:00 p.m., New York City time on April 3, 2009 (the “Record Date”), the right to subscribe for and purchase (each a “Right”) up to 10,000,000 shares of 8% Convertible Preferred Stock, Series A, of the Company, par value $0.01 per share (the “Series A Preferred Stock”), at a purchase price of $25.00 per share of Series A Preferred Stock (the “Subscription Price”), payable by cashier’s or certified check drawn upon a United States or Canadian bank, upon the terms and conditions set forth herein. The shares of Series A Preferred Stock will be convertible into shares of Common Stock at a conversion rate of 3.571428571 shares of Common Stock per share of Series A Preferred Stock, which is equivalent to a conversion price of $7.00 per share, subject to

Brookfield Homes Corp – CERTIFICATE OF AMENDMENT OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BROOKFIELD HOMES CORPORATION (March 25th, 2009)

Brookfield Homes Corporation, a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify as follows:

Brookfield Homes Corp – BROOKFIELD HOMES CORPORATION (March 6th, 2009)

The undersigned, being the President and Chief Executive Officer and the Secretary, respectively, of Brookfield Homes Corporation (the “Corporation”), a corporation organized and existing under the Delaware General Corporation Law, in accordance with the provisions of the Delaware General Corporation Law, Section 151(g), do hereby certify that:

Brookfield Homes Corp – BROOKFIELD HOMES CORPORATION AMENDED AND RESTATED CERTIFICATE OF DESIGNATIONS FOR 8% CONVERTIBLE PREFERRED STOCK, SERIES A (PURSUANT TO DELAWARE GENERAL CORPORATION LAW, SECTION 151(G)) (February 24th, 2009)

The undersigned, being the President and Chief Executive Officer and the Secretary, respectively, of Brookfield Homes Corporation (the “Corporation”), a corporation organized and existing under the Delaware General Corporation Law, in accordance with the provisions of the Delaware General Corporation Law, Section 151(g), do hereby certify that:

Brookfield Homes Corp – Personal and Confidential November 3, 2008 Dear Paul: (February 13th, 2009)

Further to our discussions related to your departure, we would like to outline the following financial and other arrangements related to your departure from Brookfield Homes Corporation (“Brookfield”):

Brookfield Homes Corp – 2009 Stock Option Plan (February 6th, 2009)

I am pleased to advise you that the Board of Directors have confirmed the allotment to you of options under Brookfield Homes’ 2009 Stock Option Plan (“2009 SOP”) to purchase an aggregate 1,000,000 shares of common stock of Brookfield Homes Corporation (the “Shares”) at US$2.65 per share, the closing price of these Shares on the New York Stock Exchange on February 2, 2009, the date of grant.

Brookfield Homes Corp – NEWS RELEASE (February 5th, 2009)

Investors, analysts and other interested parties can access Brookfield Homes’ Supplemental Information Package on Brookfield Homes’ website under the Investor Relations/Financial Reports section at www.brookfieldhomes.com. Brookfield Homes’ year end investor conference call can be accessed by teleconference on February 2, 2009 at 5:00 pm (Eastern Time) at 1-800-319-4610, toll free in North America or 1-604-638-5340. The archived teleconference may be accessed by dialing 1-800-319-6413 (Pincode: 2818), toll free in North America through March 2, 2009. Alternatively, the conference call can be accessed by Webcast on Brookfield Homes’ website at www.brookfieldhomes.com.

Brookfield Homes Corp – PROMISSORY NOTE AMENDMENT (February 2nd, 2009)

WHEREAS BROOKFIELD HOMES CORPORATION (the “Borrower”) issued a promissory note dated June 12, 2006, as amended, to TRILON BANCORP (Europe) ZRt, BUDAPEST ZURICH BRANCH (the “Lender”) in an aggregate principal amount not to exceed $325,000,000 (the “Promissory Note”);

Brookfield Homes Corp – NEWS RELEASE (December 23rd, 2008)

Fairfax, Virginia, December 23, 2008 — (BHS: NYSE) Brookfield Homes Corporation today announced that it has filed a registration statement with the Securities and Exchange Commission with respect to a proposed rights offering to its common stockholders of up to 10,000,000 shares of 8% convertible preferred stock. Each whole right will entitle the holder to purchase one share of convertible preferred stock for $25.00. Each share of preferred stock will be convertible into common stock, at an initial conversion rate of 3.571428571 shares (equivalent to a conversion price of $7.00 per share).

Brookfield Homes Corp – BROOKFIELD HOMES CORPORATION (December 23rd, 2008)

The undersigned, being the President and Chief Executive Officer and the Secretary, respectively, of Brookfield Homes Corporation (the “Corporation”), a corporation organized and existing under the Delaware General Corporation Law, in accordance with the provisions of the Delaware General Corporation Law, Section 151(g), do hereby certify that:

Brookfield Homes Corp – PROMISSORY NOTE AMENDMENT (December 19th, 2008)

WHEREAS BROOKFIELD HOMES CORPORATION (the “Borrower”) issued a promissory note dated June 12, 2006, as amended, to TRILON BANCORP (Europe) ZRt, BUDAPEST ZURICH BRANCH (the “Lender”) in an aggregate principal amount not to exceed $300,000,000 (the “Promissory Note”);

Brookfield Homes Corp – NEWS RELEASE (November 3rd, 2008)

Investors, analysts and other interested parties can access Brookfield Homes’ Supplemental Information Package on Brookfield Homes’ website under the Investor Relations/Financial Reports section at www.brookfieldhomes.com. Brookfield Homes’ third quarter investor conference call can be accessed by teleconference on October 30, 2008 at 5:00 pm (Eastern Time) at 1-800-319-4610, toll free in North America or 1-604-638-5340. The archived teleconference may be accessed by dialing 1-800-319-6413 (Pincode: 2818), toll free in North America through November 30, 2008. Alternatively, the conference call can be accessed by Webcast on Brookfield Homes’ website at www.brookfieldhomes.com.

Brookfield Homes Corp – NEWS RELEASE (October 17th, 2008)

Fairfax, Virginia, October 15, 2008 — (BHS: NYSE) Brookfield Homes Corporation today announced that after 12 years of service, Mr. Paul Kerrigan, CFO, will be leaving Brookfield Homes at the end of November for personal reasons. Mr. Kerrigan assisted in the reorganization of Brookfield Homes in the late 1990’s and then taking it public in 2003. The company wishes Paul well in his future endeavors.

Brookfield Homes Corp – PROMISSORY NOTE AMENDMENT (October 10th, 2008)

WHEREAS BROOKFIELD HOMES CORPORATION (the “Borrower”) issued a promissory note dated June 12, 2006, as amended, to TRILON BANCORP (Europe) ZRt, BUDAPEST ZURICH BRANCH (the “Lender”) in an aggregate principal amount not to exceed $275,000,000 (the “Promissory Note”);

Brookfield Homes Corp – NEWS RELEASE (August 5th, 2008)

Investors, analysts and other interested parties can access Brookfield Homes’ Supplemental Information Package on Brookfield Homes’ website under the Investor Relations/Financial Reports section at www.brookfieldhomes.com. Brookfield Homes’ second quarter investor conference call can be accessed by teleconference on August 1, 2008 at 11:00 am (Eastern Time) at 1-800-319-4610, toll free in North America or 1-604-638-5340. The archived teleconference may be accessed by dialing 1-800-319-6413 (Pincode: 2818), toll free in North America through September 1, 2008. Alternatively, the conference call can be accessed by Webcast on Brookfield Homes’ website at www.brookfieldhomes.com.

Brookfield Homes Corp – PROMISSORY NOTE AMENDMENT (July 25th, 2008)

WHEREAS BROOKFIELD HOMES CORPORATION (the “Borrower”) issued a promissory note dated June 12, 2006, as amended, to TRILON BANCORP (Europe) ZRt,, BUDAPEST ZURICH BRANCH (the “Lender”) in an aggregate principal amount not to exceed $250,000,000 (the “Promissory Note”);

Brookfield Homes Corp – NEWS RELEASE (May 6th, 2008)

Investors, analysts and other interested parties can access Brookfield Homes’ Supplemental Information Package on Brookfield Homes’ website under the Investor Relations/Financial Reports section at www.brookfieldhomes.com. Brookfield Homes’ first quarter investor conference call can be accessed by teleconference on May 1, 2008 at 5:30 pm (Eastern Time) at 1-800-319-4610, toll free in North America. The archived teleconference may be accessed by dialing 1-800-319-6413 (Pincode: 2818), toll free in North America through June 1, 2008. Alternatively, the conference call can be accessed by Webcast on Brookfield Homes’ website at www.brookfieldhomes.com.

Brookfield Homes Corp – BROOKFIELD HOMES CORPORATION DEFERRED SHARE UNIT PLAN — 2008 (March 12th, 2008)
Brookfield Homes Corp – BROOKFIELD HOMES CORPORATION DEFERRED SHARE UNIT PLAN — 2008 (March 4th, 2008)