LIMITED LIABILITY COMPANY AGREEMENT OF WOODBRIDGE WIND-DOWN ENTITY LLCLimited Liability Company Agreement • October 25th, 2019 • Woodbridge Liquidation Trust • Delaware
This Limited Liability Company Agreement (this “Agreement”) of Woodbridge Wind-Down Entity LLC, a Delaware limited liability company (the “Company”), is entered into as of this 15th day of February, 2019, by the Company’s sole member, Woodbridge Liquidation Trust (the “Member”), pursuant to and in accordance with the Delaware Limited Liability Company Act, 6 Del. C. § 18-101, et seq. (as amended, the “Act”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in that certain First Amended Joint Chapter 11 Plan of Liquidation of Woodbridge Group of Companies, LLC and Its Affiliated Debtors dated August 22, 2018 (as it may be amended, modified, supplemented or restated from time to time, the “Plan”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 13th, 2019 • Woodbridge Liquidation Trust • Real estate • Delaware
This Indemnification Agreement (the “Agreement”) is made and entered into as of this 12th day of November, 2019 (the “Effective Date”), by and between WOODBRIDGE WIND-DOWN ENTITY, LLC, a Delaware limited liability company (the “Company”) and DAVID MARK KEMPER II, an officer of the Company (the “Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • December 13th, 2019 • Woodbridge Liquidation Trust • Real estate
This Employment Agreement (as hereinafter amended from time to time, this “Agreement”) is made and entered into this 12th day of November, 2019 (the “Effective Date”) by and between WOODBRIDGE WIND-DOWN ENTITY LLC, a Delaware limited liability company (the “Company”), and MARION W. FONG (the “Employee”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 29th, 2020 • Woodbridge Liquidation Trust • Real estate • Florida
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) is dated and entered into as of June 19, 2020, by and among, (i) as co-Borrowers, WB PROPCO, LLC (“WB Propco”), and WB 141 S. CAROLWOOD, LLC (“WB Carolwood”), each a Delaware limited liability company (each a “Borrower” and collectively the “Borrowers”), jointly and severally, whose mailing address is at 14140 Ventura Boulevard, Suite 302, Sherman Oaks, California 91423, and (ii) as Guarantor, WOODBRIDGE WIND-DOWN ENTITY LLC, a Delaware limited liability company (“WWDE” or “Guarantor”), whose mailing address is as set forth in the Guaranty, and (iii) as Lender, CITY NATIONAL BANK OF FLORIDA, a national banking association (the “Lender”), whose address is 100 S.E. 2nd Avenue, 13th Floor, Miami, Florida 33131.
UNITED STATES DISTRICT COURT CENTRAL DISTRICT OF CALIFORNIASettlement Agreement • September 27th, 2021 • Woodbridge Liquidation Trust • Real estate • California
This Settlement Agreement is made and entered into by and among Plaintiffs Mark Baker, Jay Beynon as Trustee for the Jay Beynon Family Trust DTD 10/23/1998, Alan and Marlene Gordon, Joseph C. Hull, Lloyd and Nancy Landman, and Lilly A. Shirley (collectively, “Plaintiffs”), on behalf of themselves and the proposed Settlement Class;1 Michael I. Goldberg, as Trustee for the Woodbridge Liquidation Trust (the “Trustee”); and Comerica Bank (“Defendant” or “Comerica”).
PART-TIME EMPLOYMENT AGREEMENTPart-Time Employment Agreement • December 1st, 2022 • Woodbridge Liquidation Trust • Real estate
This Part-Time Employment Agreement (this “Agreement”) is made and entered into as of November 30, 2022 by and between WOODBRIDGE WIND-DOWN ENTITY LLC, a Delaware limited liability company (the “Company”), and MARION W. FONG (the “Employee”).
FIRST AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT OF WOODBRIDGE WIND-DOWN ENTITY LLCLimited Liability Company Agreement • December 1st, 2022 • Woodbridge Liquidation Trust • Real estate • Delaware
This First Amendment to Limited Liability Company Agreement (this “Amendment”) of Woodbridge Wind-Down Entity LLC, a Delaware limited liability company (the “Company”), is entered into as of November 30, 2022, by the Company’s sole member, Woodbridge Liquidation Trust (the “Member”).
AMENDMENT NO. 3 TO LIQUIDATION TRUST AGREEMENTLiquidation Trust Agreement • November 9th, 2023 • Woodbridge Liquidation Trust • Real estate • Delaware
This Amendment No. 3 to Liquidation Trust Agreement (this “Amendment”) is entered into effective as of November 1, 2019 (the “Effective Date”) by Michael Goldberg, solely in his capacity as Liquidation Trustee (the “Liquidation Trustee”) of Woodbridge Liquidation Trust, a Delaware statutory trust (the “Liquidation Trust”), to amend the Liquidation Trust Agreement dated as of February 15, 2019 by and among the entities listed as “Debtors” on the signature pages thereto, the Liquidation Trustee, and Wilmington Trust, National Association, as Delaware Trustee (as amended, the “Trust Agreement”). Capitalized terms used in this Amendment without definition herein shall be deemed to have the meanings given to such terms in the Trust Agreement or incorporated therein.
Re: Employment Agreement (Exempt)Woodbridge Liquidation Trust • October 25th, 2019 • California
We are pleased to present you with this offer letter of employment (“Agreement”) with Woodbridge Wind-Down Entity LLC (“Employer”). The Agreement sets forth the material terms of the employment between you and Employer with respect to your employment as a Chief Financial Officer as follows:
ContractPart-Time Employment Agreement • September 1st, 2022 • Woodbridge Liquidation Trust • Real estate
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • September 28th, 2020 • Woodbridge Liquidation Trust • Real estate
This First Amendment to Employment Agreement (as hereinafter amended from time to time, this “Amendment”) is made and entered into this 24th day of September, 2020 by and between WOODBRIDGE WIND-DOWN ENTITY LLC, a Delaware limited liability company (the “Company”), and MARION W. FONG (the “Employee”).
AMENDMENT NO. 4 TO LIQUIDATION TRUST AGREEMENTLiquidation Trust Agreement • February 6th, 2020 • Woodbridge Liquidation Trust • Real estate • Delaware
This Amendment No. 4 to Liquidation Trust Agreement (this “Amendment”) is entered into effective as of February 5, 2020 (the “Effective Date”) by Michael Goldberg, solely in his capacity as Liquidation Trustee (the “Liquidation Trustee”) of Woodbridge Liquidation Trust, a Delaware statutory trust (the “Liquidation Trust”), to amend the Liquidation Trust Agreement dated as of February 15, 2019 by and among the entities listed as “Debtors” on the signature pages thereto, the Liquidation Trustee, and Wilmington Trust, National Association, as Delaware Trustee (as amended, the “Trust Agreement”). Capitalized terms used in this Amendment without definition herein shall be deemed to have the meanings given to such terms in the Trust Agreement or incorporated therein.
THIRD AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT OF WOODBRIDGE WIND-DOWN ENTITY LLCLimited Liability Company Agreement • May 1st, 2023 • Woodbridge Liquidation Trust • Real estate • Delaware
This Third Amendment to Limited Liability Company Agreement (this “Amendment”) of Woodbridge Wind-Down Entity LLC, a Delaware limited liability company (the “Company”), is entered into as of April 28, 2023, by the Company’s sole member, Woodbridge Liquidation Trust (the “Member”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • October 25th, 2019 • Woodbridge Liquidation Trust
This Amended and Restated Employment Agreement (as hereinafter amended from time to time, this “Agreement”) is made and entered into this 31st day of July, 2019 by and between WOODBRIDGE WIND-DOWN ENTITY LLC, a Delaware limited liability company (the “Company”), and FREDERICK CHIN (the “Employee”).
LIQUIDATION TRUST AGREEMENTLiquidation Trust Agreement • October 25th, 2019 • Woodbridge Liquidation Trust • Delaware
This Liquidation Trust Agreement (as it may be amended, modified, supplemented or restated from time to time, this “Agreement”) dated as of February 15, 2019, is made and entered into by and among the entities listed as “Debtors” on the signature pages hereto (each, a “Debtor”), Michael Goldberg, solely in his capacity as liquidation trustee for purposes of this Agreement (the “Liquidation Trustee”), and Wilmington Trust, National Association, as Delaware trustee (the “Delaware Trustee”), for the purpose of forming a statutory trust under and pursuant to the provisions of the Delaware Statutory Trust Act, 12 Del. C. §§ 3801, et seq. (as amended, the “Delaware Act”), and is executed in connection with and pursuant to the terms of the First Amended Joint Chapter 11 Plan of Liquidation of Woodbridge Group of Companies, LLC and Its Affiliated Debtors dated August 22, 2018 (as it may be amended, modified, supplemented or restated from time to time, the “Plan”), which Plan provides for, amon
AMENDMENT NO. 5 TO LIQUIDATION TRUST AGREEMENTLiquidation Trust Agreement • May 13th, 2024 • Woodbridge Liquidation Trust • Real estate • Delaware
This Amendment No. 5 to Liquidation Trust Agreement (this “Amendment”) is entered into effective as of May 9, 2024 (the “Effective Date”) by Michael Goldberg, solely in his capacity as Liquidation Trustee (the “Liquidation Trustee”) of Woodbridge Liquidation Trust, a Delaware statutory trust (the “Liquidation Trust”), to amend the Liquidation Trust Agreement dated as of February 15, 2019 by and among the entities listed as “Debtors” on the signature pages thereto, the Liquidation Trustee, and Wilmington Trust, National Association, as Delaware Trustee (as amended, the “Trust Agreement”). Capitalized terms used in this Amendment without definition herein shall be deemed to have the meanings given to such terms in the Trust Agreement or incorporated therein.
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • September 28th, 2020 • Woodbridge Liquidation Trust • Real estate
This First Amendment to Employment Agreement (as hereinafter amended from time to time, this “Amendment”) is made and entered into this 24th day of September, 2020 by and between WOODBRIDGE WIND-DOWN ENTITY LLC, a Delaware limited liability company (the “Company”), and DAVID MARK KEMPER II (the “Employee”).
SECOND AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT OF WOODBRIDGE WIND-DOWN ENTITY LLCLimited Liability Company Agreement • March 29th, 2023 • Woodbridge Liquidation Trust • Real estate • Delaware
This Second Amendment to Limited Liability Company Agreement (this “Amendment”) of Woodbridge Wind-Down Entity LLC, a Delaware limited liability company (the “Company”), is entered into as of March 27, 2023, by the Company’s sole member, Woodbridge Liquidation Trust (the “Member”).
AMENDMENT NO. 3 TO LIQUIDATION TRUST AGREEMENTLiquidation Trust Agreement • December 13th, 2019 • Woodbridge Liquidation Trust • Real estate • Delaware
·This Amendment No. 3 to Liquidation Trust Agreement (this "Amendment") is entered · into effective as of November 1, 2019 (the "Effective Date") by Michael Goldberg, solely in his capacity as Liquidation Trustee (the "Liquidation Trustee") of Woodbridge Liquidation Trust, a Delaware statutory trust (the "Liquidation Trust"), to amend the Liquidation Trust Agreement dated as of February 15, 2019 by and among the entities listed as "Debtors" on the signature pages thereto, the Liquidation Trustee, and Wilmington Trust, National Association, as Delaware Trustee (as amended, the "Trust Agreement"). Capitalized terms used in this Amendment without definition herein shall be deemed to have the meanings given to such terms in the Trust Agreement or incorporated therein.
LOAN AGREEMENT (REVOLVING LINE OF CREDIT)Loan Agreement • October 25th, 2019 • Woodbridge Liquidation Trust • California
Re: Employment Agreement (Exempt)Woodbridge Liquidation Trust • October 25th, 2019 • California
We are pleased to present you with this offer letter of employment (“Agreement”) with Woodbridge Wind-Down Entity LLC (“Employer”). The Agreement sets forth the material terms of the employment between you and Employer with respect to your employment as a Chief Investment Officer / Co-Chief Operating Officer as follows:
CONFIDENTIALITY AGREEMENTConfidentiality Agreement • January 13th, 2020 • Woodbridge Liquidation Trust • Real estate • Delaware
This CONFIDENTIALITY AGREEMENT (“Agreement”), dated as of November [25], 2019, is made between Contrarian Funds, L.L.C., a Delaware limited liability company (the “Contrarian”), and Woodbridge Liquidation Trust, a Delaware statutory trust (the “Trust” and, together with Contrarian, the “Parties”).
