Levitt Corp Sample Contracts

Woodbridge Holdings Corp (Formerly Levitt Corp) – AGREEMENT AND PLAN OF MERGER by and among BFC FINANCIAL CORPORATION, WDG MERGER SUB, LLC and WOODBRIDGE HOLDINGS CORPORATION (July 8th, 2009)

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of the 2nd day of July, 2009, by and among BFC FINANCIAL CORPORATION, a Florida corporation (“BFC”), WDG MERGER SUB, LLC, a Florida limited liability company and a wholly-owned subsidiary of BFC (“Merger Sub”), and WOODBRIDGE HOLDINGS CORPORATION, a Florida corporation (“Woodbridge”).

Woodbridge Holdings Corp (Formerly Levitt Corp) – BFC Financial Corporation and Woodbridge Holdings Corporation Announce Agreement to Merge (July 8th, 2009)

FORT LAUDERDALE, FL — July 6, 2009 — BFC Financial Corporation (Pink Sheets: BFCF.PK) and Woodbridge Holdings Corporation (Pink Sheets: WDGH.PK) announced today that they have entered into a definitive merger agreement which provides for Woodbridge to become a wholly-owned subsidiary of BFC. Under the terms of the merger agreement, which has been approved by a special committee comprised of Woodbridge’s independent directors as well as the boards of directors of both companies, holders of Woodbridge’s Class A Common Stock (other than BFC) will receive 3.47 shares of BFC’s Class A Common Stock for each share of Woodbridge’s Class A Common Stock they hold at the effective time of the merger. BFC currently owns approximately 22.45% of Woodbridge’s Class A Common Stock and all of Woodbridge’s Class B Common Stock, representing approximately 59% of the total voting power of Woodbridge.

Woodbridge Holdings Corp (Formerly Levitt Corp) – AGREEMENT OF LIMITED PARTNERSHIP OF WOODBRIDGE EXECUTIVE INCENTIVE PLAN 1, LP Date: March 13, 2009 (March 19th, 2009)

THIS AGREEMENT OF LIMITED PARTNERSHIP is deemed to be effective as of March 13, 2009 (the “Effective Date”), by and among the General Partner, the Sponsor Partner, the IP Limited Partners, the Program Manager and the Residual Limited Partner (each as defined below).

Woodbridge Holdings Corp (Formerly Levitt Corp) – WOODBRIDGE HOLDINGS CORPORATION AMENDED AND RESTATED 2003 STOCK INCENTIVE PLAN (as amended on September 26, 2008) (November 10th, 2008)
Woodbridge Holdings Corp (Formerly Levitt Corp) – RIGHTS AGREEMENT dated as of September 29, 2008 between WOODBRIDGE HOLDINGS CORPORATION and AMERICAN STOCK TRANSFER & TRUST COMPANY Rights Agent (September 30th, 2008)

RIGHTS AGREEMENT, dated as of September 29, 2008 (the “Agreement”), between Woodbridge Holdings Corporation, a Florida corporation (the “Company”), and American Stock Transfer & Trust Company (the “Rights Agent”).

Woodbridge Holdings Corp (Formerly Levitt Corp) – ARTICLES OF AMENDMENT TO THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF WOODBRIDGE HOLDINGS CORPORATION (September 30th, 2008)

The Amended and Restated Articles of Incorporation, as amended, of WOODBRIDGE HOLDINGS CORPORATION, a Florida corporation (the “Corporation”), are hereby amended pursuant to the provisions of Section 607.0602 of the Florida Business Corporation Act, and such amendment is set forth as follows:

Woodbridge Holdings Corp (Formerly Levitt Corp) – ARTICLES OF AMENDMENT TO THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF LEVITT CORPORATION (September 26th, 2008)

The Amended and Restated Articles of Incorporation of LEVITT CORPORATION, a Florida corporation (the “Corporation”), are hereby amended pursuant to the provisions of Section 607.1006 of the Florida Business Corporation Act and such amendment is set forth as follows:

Woodbridge Holdings Corp (Formerly Levitt Corp) – ARTICLES OF AMENDMENT TO THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF WOODBRIDGE HOLDINGS CORPORATION (September 26th, 2008)

The Amended and Restated Articles of Incorporation, as amended, of WOODBRIDGE HOLDINGS CORPORATION, a Florida corporation (the “Corporation”), are hereby amended pursuant to the provisions of Section 607.10025 of the Florida Business Corporation Act, and such amendments are set forth as follows:

Woodbridge Holdings Corp (Formerly Levitt Corp) – June 30, December 31, Assets Cash and cash equivalents $ 125,307 195,181 Restricted cash 729 2,207 Current income tax receivable 27,375 27,407 Inventory of real estate 242,185 227,290 Assets held for sale 95,827 96,214 Investments: Bluegreen Corporation 117,365 116,014 Other equity securities 15,699 — Other 2,564 2,565 Property and equipment, net 33,005 33,566 Other assets 13,655 12,407 Total assets $ 673,711 712,851 Liabilities and Shareholders’ Equity Accounts payable, accrued liabilities and other $ 37,454 41,618 Liabilities related to assets held for sale 82,311 80,093 Notes and mortgage n (August 14th, 2008)
Woodbridge Holdings Corp (Formerly Levitt Corp) – SETTLEMENT AGREEMENT (July 2nd, 2008)

This Settlement Agreement, dated June 27, 2008 (this “Agreement”), is by and among Levitt and Sons, LLC (“LAS”) and each of its affiliates who are jointly administered debtors in the Chapter 11 Case (as defined below) (collectively, the “Debtors”),1 the Joint Committee of Unsecured Creditors appointed in this Chapter 11 Case (the “Committee”) and Woodbridge Holdings Corporation, f/k/a Levitt Corporation (“Woodbridge”).

Levitt Corp – March 31, December 31, Assets Cash and cash equivalents $ 131,183 195,181 Restricted cash 1,869 2,207 Current income tax receivable 27,407 27,407 Inventory of real estate 234,223 227,290 Assets held for sale 95,775 96,214 Investments: Bluegreen Corporation 116,340 116,014 Other equity securities 33,152 — Other 2,565 2,565 Property and equipment, net 33,826 33,566 Other assets 12,354 12,407 Total assets $ 688,694 712,851 Liabilities and Shareholders’ Equity Accounts payable, accrued liabilities and other $ 40,249 41,618 Liabilities related to assets held for sale 81,792 80,093 Notes and mortgag (May 14th, 2008)
Levitt Corp – December 31, December 31, Assets Cash and cash equivalents $ 195,181 48,391 Restricted cash 2,207 1,397 Current income tax receivable 27,407 — Inventory of real estate 227,290 822,040 Assets held for sale 96,214 47,284 Investment in Bluegreen Corporation 116,014 107,063 Property and equipment, net 33,566 33,115 Other assets 14,972 31,376 Total assets $ 712,851 1,090,666 Liabilities and Shareholders’ Equity Accounts payable, accrued liabilities and other $ 41,077 84,323 Customer deposits 541 42,571 Current income tax payable — 3,905 Liabilities related to assets held for sale 80,093 28,263 Note (March 20th, 2008)
Levitt Corp – Tatum Executive Services Agreement (March 17th, 2008)

Effective as of December 10, 2007, the Employee will become your employee serving in the capacity set forth above. The Employee will work on a full-time basis and be subject to the Company’s policies and supervision, direction and control of and report directly to the Company’s management. While the Employee will remain a member of Tatum and have access to Tatum’s intellectual capital to be used in connection with the Employee’s employment relationship with you, we will have no supervision, direction or control over the Employee with respect to the services provided by the Employee to you.

Levitt Corp – FORM OF INDEMNIFICATION AGREEMENT (March 17th, 2008)

INDEMNIFICATION AGREEMENT (this “Agreement”), dated as of March 17, 2008, by and between Levitt Corporation, a Florida corporation (the “Indemnitor”), and [NAME] (the “Indemnitee”).

Levitt Corp – AMENDED AND RESTATED BY-LAWS OF LEVITT CORPORATION (as amended on December 3, 2007) (December 4th, 2007)
Levitt Corp – September 30, December 31, Assets Cash and cash equivalents $ 35,733 48,391 Restricted cash 166 1,397 Inventory of real estate 580,104 822,040 Assets held for sale 85,727 48,022 Investment in Bluegreen Corporation 115,408 107,063 Property and equipment, net 35,556 32,377 Other assets 47,698 31,376 Total assets $ 900,392 1,090,666 Liabilities and Shareholders’ Equity Accounts payable, accrued liabilities and other $ 86,124 84,324 Customer deposits 19,469 42,571 Current income tax payable — 3,905 Liabilities related to assets held for sale 66,217 27,965 Notes and mortgage notes payable 524,097 5 (November 15th, 2007)
Levitt Corp – ASSUMPTION AND MODIFICATION OF NOTE AND LOAN AGREEMENT (November 9th, 2007)

THIS ASSUMPTION AND MODIFICATION OF NOTE AND LOAN AGREEMENT (“Agreement”) executed this 25th day of October 2007, by and among LEVITT AND SONS, LLC, a Florida limited liability company (“Original Borrower”), LEVITT CORPORATION, a Florida corporation (“New Borrower”), and AMTRUST BANK, a federal savings bank, f/k/a OHIO SAVINGS BANK, a federal savings bank (“Lender”).

Levitt Corp – REVOLVING WORKING CAPITAL, LAND ACQUISITION AND DEVELOPMENT AND RESIDENTIAL CONSTRUCTION BORROWING BASE FACILITY AGREEMENT (November 9th, 2007)

THIS REVOLVING WORKING CAPITAL, LAND ACQUISITION AND DEVELOPMENT AND RESIDENTIAL CONSTRUCTION BORROWING BASE FACILITY AGREEMENT (the “Agreement”) is entered into as of the date set forth above, by and between Borrower and Lender, with reference to the following facts:

Levitt Corp – Up to 100,000,000 Shares of Class A Common Stock Issuable Upon the Exercise of Subscription Rights (September 4th, 2007)

This section answers in summary form some questions you may have about Levitt Corporation and this rights offering. The information in this section is a summary and therefore does not contain all of the information that you should consider before deciding whether to exercise your subscription rights. You should read the entire prospectus carefully, including the “Risk Factors” section and the documents listed under “Where You Can Find More Information.”

Levitt Corp – June 30, December 31, Assets Cash and cash equivalents $ 61,618 48,391 Restricted cash 545 1,397 Inventory of real estate 776,211 822,040 Assets held for sale 71,380 48,022 Investment in Bluegreen Corporation 109,658 107,063 Property and equipment, net 36,351 32,377 Other assets 40,822 31,376 Total assets $ 1,096,585 1,090,666 Liabilities and Shareholders’ Equity Accounts payable, accrued liabilities and other $ 80,092 84,324 Customer deposits 26,296 42,571 Current income tax payable — 3,905 Liabilities related to assets held for sale 48,763 27,965 Notes and mortgage notes payable 569,041 503, (August 13th, 2007)
Levitt Corp – UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET AS OF MARCH 31, 2007 (In thousands, except for share data) (July 10th, 2007)
Levitt Corp – UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET AS OF MARCH 31, 2007 (In thousands, except for share data) (July 9th, 2007)
Levitt Corp – If you require further assistance, please call 1-877-3LEVITT (1-877-353-8488) Dear Investor: Thank you for your interest in Levitt Corporation. We are pleased to enclose a prospectus for your review relating to our Investment Note Offering. Simply read the enclosed Prospectus, including the “Risk Factors,” carefully before investing. Then, review the Rate Supplement and choose the rate and term that best suits your investment objectives. Finally, complete the Investor Order Form and return it with your check made payable to Levitt Corporation in the enclosed postage pre-paid envelope. Please f (June 18th, 2007)
Levitt Corp – March 31, December 31, Assets Cash and cash equivalents $ 60,550 48,391 Restricted cash 312 1,397 Inventory of real estate 836,303 822,040 Investment in Bluegreen Corporation 108,615 107,063 Property and equipment, net 87,444 78,675 Other assets 27,968 33,100 Total assets $ 1,121,192 1,090,666 Liabilities and Shareholders’ Equity Accounts payable, accrued liabilities and other $ 71,039 85,123 Customer deposits 32,358 42,696 Current income tax payable 985 3,905 Notes and mortgage notes payable 586,712 530,651 Junior subordinated debentures 85,052 85,052 Total liabilities 776,146 747,427 Shareho (May 11th, 2007)
Levitt Corp – December 31, December 31, Assets Cash and cash equivalents $ 48,391 113,562 Restricted cash 1,397 1,818 Inventory of real estate 822,040 611,260 Investment in Bluegreen Corporation 107,063 95,828 Property and equipment, net 78,675 44,250 Other assets 33,100 28,955 Total assets $ 1,090,666 895,673 Liabilities and Shareholders’ Equity Accounts payable, accrued expenses and other $ 85,123 66,652 Customer deposits 42,696 51,686 Current income tax payable 3,905 12,551 Notes and mortgage notes payable 530,651 353,846 Junior subordinated debentures 85,052 54,124 Deferred tax liability, net — 7,028 To (March 8th, 2007)
Levitt Corp – AGREEMENT AND PLAN OF MERGER by and among BFC FINANCIAL CORPORATION, LEV MERGER SUB, INC. and LEVITT CORPORATION (January 31st, 2007)

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of the 30th day of January, 2007, by and among BFC FINANCIAL CORPORATION, a Florida corporation (“BFC”), LEV MERGER SUB, INC., a Florida corporation and a wholly-owned subsidiary of BFC (“Merger Sub”), and LEVITT CORPORATION, a Florida corporation (“Levitt”).

Levitt Corp – BFC Financial Corporation and Levitt Corporation Announce Agreement to Merge (January 31st, 2007)

FORT LAUDERDALE, FL — January 31, 2007 — BFC Financial Corporation (NYSE Arca: BFF) and Levitt Corporation (NYSE: LEV) announced today that they have entered into a definitive merger agreement pursuant to which Levitt will become a wholly-owned subsidiary of BFC. Levitt is one of the Southeast’s premier home builders and land developers. BFC, which is a Florida-based holding company that invests in and acquires diverse operating businesses, currently owns approximately 17% of Levitt, consisting of all of Levitt’s Class B Common Stock and approximately 11% of Levitt’s Class A Common Stock.

Levitt Corp – August 28, 2006 (November 9th, 2006)

Below please find the details of your future employment relationship with Levitt and Sons, LLC (the “Company”), including the terms of your salary and benefits continuation. When executed by you and returned to the Company this letter will be presented to the Compensation Committee of Levitt Corporation for its approval. If the Compensation Committee of Levitt Corporation approves this letter then this letter shall thereupon become effective as an amendment to your employment agreement with the Company dated July 19, 2001 (the “Employment Agreement”), and from and after the date of such approval this letter and the Employment Agreement shall constitute the entire agreement between the Company and you concerning your employment relationship. If the Compensation Committee of Levitt Corporation does not approve this letter then it and all of its provisions shall be null and void and of no force or effect, but the Employment Agreement shall remain in full force and effect in accordance wit

Levitt Corp – September 30, December 31, Assets Cash and cash equivalents $ 65,231 113,562 Restricted cash 408 1,818 Inventory of real estate 845,565 611,260 Investment in Bluegreen Corporation 106,045 95,828 Property and equipment, net 70,278 44,250 Other assets 29,069 28,955 Total assets $ 1,116,596 895,673 Liabilities and Shareholders’ Equity Accounts payable and accrued liabilities $ 101,083 66,652 Customer deposits 54,017 51,686 Current income tax payable — 12,551 Notes and mortgage notes payable 518,170 353,846 Junior subordinated debentures 85,052 54,124 Deferred tax liability, net 4,942 7,028 Total (November 8th, 2006)
Levitt Corp – LEVITT CORPORATION AND U.S. BANK NATIONAL ASSOCIATION, Trustee INDENTURE Dated as of ___, 2006 Subordinated Investment Notes (August 11th, 2006)

THIS INDENTURE, dated as of ___, 2006, by and between Levitt Corporation, a corporation duly organized and existing under the laws of the State of Florida (“the Company”), and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”).

Levitt Corp – June 30, December 31, Assets Cash and cash equivalents $ 73,306 113,562 Restricted cash 750 1,818 Inventory of real estate 754,655 611,260 Investment in Bluegreen Corporation 97,555 95,828 Property and equipment, net 62,888 44,250 Other assets 29,262 28,955 Total assets $ 1,018,416 895,673 Liabilities and Shareholders’ Equity Accounts payable and accrued liabilities $ 84,586 66,652 Customer deposits 56,796 51,686 Current income tax payable — 12,551 Notes and mortgage notes payable 454,066 353,846 Junior subordinated debentures 69,588 54,124 Deferred tax liability, net 4,643 7,028 Total liabili (August 3rd, 2006)
Levitt Corp – March 31, December 31, Assets Cash and cash equivalents $ 75,772 113,562 Restricted cash 1,157 1,818 Inventory of real estate 698,811 611,260 Investment in Bluegreen Corporation 95,948 95,828 Property and equipment, net 52,899 44,250 Other assets 27,980 28,955 Total assets $ 952,567 895,673 Liabilities and Shareholders’ Equity Accounts payable and accrued liabilities $ 63,252 66,652 Customer deposits 57,081 51,686 Current income tax payable — 12,551 Notes and mortgage notes payable 421,715 353,623 Notes and mortgage notes payable to affiliates — 223 Junior subordinated debentures 54,124 54,124 (May 11th, 2006)
Levitt Corp – December 31, December 31, Assets Cash and cash equivalents $ 113,562 125,522 Restricted cash 1,818 2,017 Inventory of real estate 611,260 413,471 Investment in Bluegreen Corporation 95,828 80,572 Property and equipment, net 44,250 31,137 Other assets 28,955 25,748 Total assets $ 895,673 678,467 Liabilities and Shareholders’ Equity Accounts payable and accrued liabilities $ 66,652 66,271 Customer deposits 51,686 43,022 Current income tax payable 12,551 4,314 Notes and mortgage notes payable 353,623 221,605 Notes and mortgage notes payable to affiliates 223 46,621 Junior subordinated debentures (March 23rd, 2006)
Levitt Corp – Levitt Corporation Proud Past, Promising Future (March 23rd, 2006)

Some of the statements contained or incorporated by reference herein include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act” ), that involve substantial risks and uncertainties. Some of the forward-looking statements can be identified by the use of words such as “anticipate,” “believe,” “estimate,” “may,” “intend,” “expect,” “will,” “should,” “seeks” or other similar expressions. Forward-looking statements are based largely on management’s expectations and involve inherent risks and uncertainties including certain risks described in this report. When considering those forward-looking statements, you should keep in mind the risks, uncertainties and other cautionary statements made in this report. You should not place undue reliance on any forward-looking statement, which speaks only as of the date made. In addition to the r

Levitt Corp – To: Directors and Executive Officers of Levitt Corporation From: Alan B. Levan, Chairman and Chief Executive Officer Date: December 29, 2005 Re: Notice of Early Termination of Blackout Period under 401(k) Plan (December 29th, 2005)

ING has notified the Company that the transition was completed sooner than expected and, as such, the blackout period has been terminated. Accordingly, the restrictions regarding your ability to effect transactions in shares of the Company’s Class A Common Stock as a result of the 401(k) Plan blackout period are likewise terminated effective as of the date of this notice.