GUARANTEE INDEMNITY AGREEMENTIndemnity Agreement • December 9th, 2002 • Brookfield Homes Corp • General bldg contractors - residential bldgs • Delaware
THIS GUARANTEE INDEMNITY AGREEMENT (this "Agreement") is made and entered into as of the 12th day of November, 2002, between Brookfield Homes Corporation, a Delaware corporation, and Brookfield Homes Holdings Inc., a California corporation ("BHHI") (collectively, the "Indemnitors"), and Brookfield Homes (Delaware) Inc., a Delaware corporation ("BHI").
THIS AGREEMENT is made effective as of the 30th day of September, 2002, B E T W E E N:Agreement • December 9th, 2002 • Brookfield Homes Corp • General bldg contractors - residential bldgs • Delaware
SERVICES AGREEMENTServices Agreement • December 9th, 2002 • Brookfield Homes Corp • General bldg contractors - residential bldgs • Delaware
THIS SERVICES AGREEMENT (this "Agreement") is made and entered into effective as of the 12th day of November, 2002 by and between Brookfield Homes Holdings, Inc., a California corporation ("BHHI"), and Brookfield Properties (US) Inc., a Delaware corporation (together with its affiliates, "BPUSI").
THIS PURCHASE AGREEMENT is made effective as of the 30th day of September, 2002, B E T W E E N:License Agreement • December 9th, 2002 • Brookfield Homes Corp • General bldg contractors - residential bldgs • Delaware
LICENSE AGREEMENTLicense Agreement • December 9th, 2002 • Brookfield Homes Corp • General bldg contractors - residential bldgs • Delaware
THIS LICENSE AGREEMENT (this "Agreement") is made and entered into effective as of the 12th day of November 2002, between Brookfield Properties (US) Inc., a Delaware corporation (the "Licensor"), Brookfield Homes Corporation, a Delaware corporation ("BHC"), and Brookfield Homes Holdings Inc., a California corporation (the "Purchaser").
THIS PURCHASE AGREEMENT is made effective as of the 30th day of September, 2002, B E T W E E N:Purchase Agreement • December 9th, 2002 • Brookfield Homes Corp • General bldg contractors - residential bldgs • Delaware
THIS PURCHASE AGREEMENT is made effective as of the 30th day of September, 2002, B E T W E E N:Purchase Agreement • December 9th, 2002 • Brookfield Homes Corp • General bldg contractors - residential bldgs • Delaware
THIS PURCHASE AGREEMENT is made effective as of the 30th day of September, 2002, B E T W E E N:Guarantee Indemnity Agreement • December 9th, 2002 • Brookfield Homes Corp • General bldg contractors - residential bldgs • Delaware
UNSECURED SUBORDINATED NOTE in the original principal amount of $141,300,000 issued by BROOKFIELD HOMES HOLDINGS INC. in favour of BROOKFIELD HOMES (US) INC. November 12, 2002Brookfield Homes Corp • December 9th, 2002 • General bldg contractors - residential bldgs • Delaware
Brookfield Homes Holdings Inc. (the "Borrower") for value received hereby acknowledges itself indebted to and unconditionally promises to pay to or to the order of Brookfield Homes (US) Inc. (the "Lender") on December 31, 2005, or such earlier or later date as all of the principal amount hereof may become due in accordance with the provisions hereof (such date being the "Maturity Date"), the aggregate principal sum of ONE HUNDRED AND FORTY ONE MILLION, THREE HUNDRED THOUSAND DOLLARS ($141,300,000) (the "Principal Amount") in lawful money of the United States, on presentation and surrender of this Note (in the case of payment of all of the principal amount hereof) to the Borrower at its address set forth herein, and to pay interest on the principal amount of this Note outstanding from time to time at the rate and times and in the manner set forth herein.
SUBSCRIPTION AGENT AGREEMENTSubscription Agent Agreement • March 31st, 2009 • Brookfield Homes Corp • General bldg contractors - residential bldgs • New York
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
AGREEMENT AND PLAN OF MERGER AND CONTRIBUTIONAgreement and Plan of Merger and Contribution • October 8th, 2010 • Brookfield Homes Corp • General bldg contractors - residential bldgs • Delaware
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.”
PROMISSORY NOTE AMENDMENTBrookfield Homes Corp • October 17th, 2007 • General bldg contractors - residential bldgs • Delaware
WHEREAS BROOKFIELD HOMES CORPORATION (the “Borrower”) issued a promissory note dated June 12, 2006, as amended March 5, 2007, to TRILON BANCORP (Europe) ZRt,, BUDAPEST ZURICH BRANCH (the “Lender”) in an aggregate principal amount not to exceed $100,000,000 (the “Promissory Note”);
LOAN AGREEMENT AMENDMENTLoan Agreement • August 5th, 2009 • Brookfield Homes Corp • General bldg contractors - residential bldgs • Delaware
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”);
PROMISSORY NOTE AMENDMENTBrookfield Homes Corp • July 25th, 2008 • General bldg contractors - residential bldgs • Delaware
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”);
PROMISSORY NOTE AMENDMENTBrookfield Homes Corp • December 19th, 2008 • General bldg contractors - residential bldgs • Delaware
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”);
PROMISSORY NOTE AMENDMENTBrookfield Homes Corp • February 7th, 2008 • General bldg contractors - residential bldgs • Delaware
WHEREAS BROOKFIELD HOMES CORPORATION (the “Borrower”) issued a promissory note dated June 12, 2006, as amended March 5, 2007 and October 11, 2007, to TRILON BANCORP (Europe) ZRt,, BUDAPEST ZURICH BRANCH (the “Lender”) in an aggregate principal amount not to exceed $150,000,000 (the “Promissory Note”);
PROMISSORY NOTE AMENDMENTBrookfield Homes Corp • May 4th, 2009 • General bldg contractors - residential bldgs • Delaware
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”);
PROMISSORY NOTE AMENDMENTBrookfield Homes Corp • March 5th, 2007 • General bldg contractors - residential bldgs • Delaware
WHEREAS BROOKFIELD HOMES CORPORATION (the “Borrower”) issued a promissory note dated June 12, 2006 to TRILON BANCORP (Europe) ZRt,, BUDAPEST ZURICH BRANCH (the “Lender”) in an aggregate principal amount not to exceed $50,000,000 (the “Promissory Note”);
PROMISSORY NOTE AMENDMENTBrookfield Homes Corp • October 10th, 2008 • General bldg contractors - residential bldgs • Delaware
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”);
LOAN AGREEMENT AMENDMENTLoan Agreement • May 26th, 2009 • Brookfield Homes Corp • General bldg contractors - residential bldgs • Delaware
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”);
LOAN AGREEMENTLoan Agreement • May 8th, 2009 • Brookfield Homes Corp • General bldg contractors - residential bldgs • Delaware
NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the covenants and agreements herein contained, the parties hereto agree as follows:
January 30, 2009Management Services Agreement • February 6th, 2009 • Brookfield Homes Corp • General bldg contractors - residential bldgs
PROMISSORY NOTE AMENDMENTBrookfield Homes Corp • February 2nd, 2009 • General bldg contractors - residential bldgs • Delaware
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”);
