ANDStock Purchase Agreement • October 22nd, 2002 • Homefed Corp • Real estate • New York
ANDPurchase and Sale Agreement • November 15th, 1999 • Homefed Corp • Real estate • California
Exhibit 10.21 AMENDMENT to the ADMINISTRATIVE SERVICES AGREEMENTServices Agreement • March 29th, 2001 • Homefed Corp • Real estate • New York
EXECUTION COPY ADMINISTRATIVE SERVICES AGREEMENT THIS ADMINISTRATIVE SERVICES AGREEMENT ("Agreement") is entered into as of the 1st day of March, 2000 between Leucadia Financial Corporation, a Utah corporation ("Leucadia"), HomeFed Corporation, a...Administrative Services Agreement • August 14th, 2000 • Homefed Corp • Real estate • New York
OFLimited Liability Company Agreement • September 22nd, 1999 • Homefed Corp • Real estate
Exhibit 10.37 CONTRIBUTION AGREEMENT CONTRIBUTION AGREEMENT, dated as of October 21, 2002 (this "Agreement"), by and between HomeFed Corporation, a Delaware corporation ("HomeFed") and San Elijo Hills Development Company, LLC, a Delaware limited...Contribution Agreement • March 28th, 2003 • Homefed Corp • Real estate • California
Exhibit 99 ---------- TRUST AGREEMENT --------------- THIS TRUST AGREEMENT (the "Agreement") is made this 14th day of August, 1998, between Leucadia National Corporation ("Leucadia") for the benefit of its shareholders, and Joseph A. Orlando (the...Trust Agreement • July 21st, 1999 • Homefed Corp • Real estate • New York
Exhibit 10.3 to Form 8-K SECOND AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • October 22nd, 2002 • Homefed Corp • Real estate • Utah
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • May 17th, 1999 • Homefed Corp • Real estate
WITNESSETH:Deferred Compensation Agreement • April 26th, 2001 • Homefed Corp • Real estate • New York
Exhibit 10.2 to Form 8-K REGISTRATION RIGHTS AGREEMENT ----------------------------- Registration Rights Agreement, dated as of October 21, 2002, by and among HomeFed Corporation, a Delaware corporation ("Company") and Leucadia National Corporation, a...Registration Rights Agreement • October 22nd, 2002 • Homefed Corp • Real estate • New York
Exhibit 10.21 TAX ALLOCATION AGREEMENT This agreement (the "Agreement") is made as of November 1, 2002, by and among HomeFed Corporation, a Delaware corporation ("HomeFed"), CDS Holding Corporation, a Delaware corporation ("CDS Holding"), CDS Devco,...Tax Allocation Agreement • March 10th, 2004 • Homefed Corp • Real estate • Delaware
STOCK PURCHASE AGREEMENT BETWEEN HOMEFED CORPORATION AND LEUCADIA NATIONAL CORPORATION Dated as of October 20, 1998 TABLE OF CONTENTS Page I. DEFINITIONS . . . . . . . . . . . . . . . . . . . . 2 II. PURCHASE OF SECURITIES. . . . . . . . . . . . . . ....Stock Purchase Agreement • November 16th, 1998 • Homefed Corp • Real estate • New York
AMENDMENT to the ADMINISTRATIVE SERVICES AGREEMENT THIS AMENDMENT NO. 7 dated as of December 31, 2004 to the ADMINISTRATIVE SERVICES AGREEMENT ("Agreement") dated as of March 1, 2000 (such agreement as amended is referred to herein as the "Agreement")...Administrative Services Agreement • March 8th, 2005 • Homefed Corp • Real estate
STOCK PURCHASE AGREEMENT BETWEEN HOMEFED CORPORATION AND LEUCADIA NATIONAL CORPORATION Dated as of August 14, 1998 TABLE OF CONTENTS Page I. DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 II. PURCHASE OF SECURITIES. . . . . . . ....Stock Purchase Agreement • August 28th, 1998 • Homefed Corp • Real estate • New York
Exhibit 10.15 PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS THIS PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS ("Agreement") is made and entered into as of September 30, 1998, by and between PARADISE VALLEY COMMUNITIES NO. 1, a...Purchase and Sale Agreement and Joint Escrow Instructions • September 22nd, 1999 • Homefed Corp • Real estate • California
ANDPurchase Agreement and Escrow Instructions • November 13th, 1996 • Homefed Corp • Savings institution, federally chartered • California
Exhibit 10.36 AMENDMENT TO DEVELOPMENT MANAGEMENT AGREEMENT THIS AMENDMENT dated as of October 21, 2002 (the "Amendment") to the Development Management Agreement (the "Agreement") dated as of August 14, 1998, by and between San Elijo Hills Development...Development Management Agreement • March 28th, 2003 • Homefed Corp • Real estate • California
WAIVER AND AMENDMENT NO. 1 TO STOCKHOLDERS AGREEMENTStockholders Agreement • April 15th, 2019 • Homefed Corp • Real estate
This WAIVER AND AMENDMENT NO. 1 TO STOCKHOLDERS AGREEMENT is made as of April 12, 2019 (this “Waiver and Amendment Agreement”) and effects a limited waiver in respect of and amends that certain Stockholders Agreement, dated as of March 28, 2014 (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Stockholders Agreement”), by and between HomeFed Corporation, a Delaware corporation (the “Company”) and Jefferies Financial Group Inc. (f/k/a Leucadia National Corporation), a New York corporation (the “Stockholder”). Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in the Stockholders Agreement.
RECITALSOption and Purchase Agreement and Escrow Instructions • August 14th, 2002 • Homefed Corp • Real estate
Up to $125,000,000 HOMEFED CORPORATIONPurchase Agreement • July 6th, 2015 • Homefed Corp • Real estate • New York
PURCHASE AGREEMENT (this “Agreement”), by and among HomeFed Corporation, a Delaware corporation (the “Issuer”), the Initial Guarantors (as defined below) and the investors, named on the signature pages hereto (each a “Purchaser,” and collectively the “Purchasers”). The Issuer and the Initial Guarantors are collectively referred to herein as the “Obligors.” Capitalized terms used but not defined herein shall have the meaning set forth in the Indenture (as defined herein).
PARADISE VALLEY UNIT 3 OPTION TO PURCHASE REAL PROPERTY AND ESCROW INSTRUCTIONS BETWEEN PARADISE VALLEY COMMUNITIES NO. 1 ("Seller") AND THE FORECAST GROUP, L.P. ("Buyer") PARADISE VALLEY UNIT 3 OPTION TO PURCHASE REAL PROPERTY AND ESCROW INSTRUCTIONS...Paradise Valley • November 13th, 1996 • Homefed Corp • Savings institution, federally chartered • California
FORM OF STOCKHOLDERS AGREEMENTForm of Stockholders Agreement • February 28th, 2014 • Homefed Corp • Real estate • Delaware
This Stockholders Agreement (this “Agreement”) is made and entered into as of [________________], 2014, by and between HomeFed Corporation, a Delaware corporation (the “Company”), and Leucadia National Corporation, a New York corporation (the “Stockholder”). Except as otherwise provided herein, capitalized terms used herein are defined in Section 8 hereof.
Up to $75,000,000 HOMEFED CORPORATIONPurchase Agreement • October 2nd, 2017 • Homefed Corp • Real estate • New York
PURCHASE AGREEMENT (this “Agreement”), by and among HomeFed Corporation, a Delaware corporation (the “Issuer”), the Initial Guarantors (as defined below) and the investors, named on the signature pages hereto (each a “Purchaser,” and collectively the “Purchasers”). The Issuer and the Initial Guarantors are collectively referred to herein as the “Obligors.” Capitalized terms used but not defined herein shall have the meaning set forth in the Indenture (as defined herein).
AGREEMENT AND PLAN OF MERGER among HOMEFED CORPORATION, JEFFERIES FINANCIAL GROUP INC. and HEAT MERGER SUB, LLC Dated as of April 12, 2019Agreement and Plan of Merger • April 15th, 2019 • Homefed Corp • Real estate • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of April 12, 2019 (this “Agreement”), is made and entered into by and among Jefferies Financial Group Inc., a New York corporation (“Parent”), Heat Merger Sub, LLC, a Delaware limited liability company and a wholly-owned Subsidiary of Parent (“Merger Sub”), and HomeFed Corporation, a Delaware corporation (the “Company”). Parent, Merger Sub and the Company are referred to individually as a “Party” and collectively as the “Parties.”
VOTING AGREEMENTVoting Agreement • April 15th, 2019 • Homefed Corp • Real estate • Delaware
This VOTING AGREEMENT, dated as of April 12, 2019 (this “Voting Agreement”), is entered into by and between HomeFed Corporation, a Delaware corporation (the “Company”) and Jefferies Financial Group Inc., a New York corporation (the “Stockholder”).
STOCKHOLDERS AGREEMENTStockholders Agreement • April 3rd, 2014 • Homefed Corp • Real estate • Delaware
This Stockholders Agreement (this “Agreement”) is made and entered into as of March 28, 2014, by and between HomeFed Corporation, a Delaware corporation (the “Company”), and Leucadia National Corporation, a New York corporation (the “Stockholder”). Except as otherwise provided herein, capitalized terms used herein are defined in Section 8 hereof.
HOMEFED CORPORATION as Company THE GUARANTORS NAMED HEREIN as Guarantors and WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee 6.50% Senior Notes due 2018Supplemental Indenture • July 6th, 2015 • Homefed Corp • Real estate • New York
INDENTURE dated as of June 30, 2015, among HomeFed Corporation, a Delaware corporation (the “Company”), the Guarantors (as herein defined), and Wilmington Trust, National Association, as trustee (the “Trustee”).
Up to $125,000,000 HomeFed CorporationAgency and Closing Agency Agreement • July 6th, 2015 • Homefed Corp • Real estate • New York
Introductory. HomeFed Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to certain purchasers (collectively, the “Purchasers”) up to $125,000,000 in aggregate principal amount of its 6.50% Senior Notes due 2018 (the “Notes”). The Notes initially will be fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis (the “Guarantees” and, together with the Notes, the “Securities”) by each of the Company’s current domestic subsidiaries (the “Guarantors”). The Securities will be offered and sold to the Purchasers in a private placement (the “Placement”) without being registered under the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission (the “Commission”) thereunder (collectively, the “Securities Act”), in reliance upon exemptions from registration thereunder provided by Section 4(a)(2) (“Section 4(a)(2)”) thereof and/or Regulation D (“Regulation D”) thereunder. The Securities
FOURTH SUPPLEMENTAL INDENTUREFourth Supplemental Indenture • February 2nd, 2017 • Homefed Corp • Real estate • New York
FOURTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of January 27, 2017, among HomeFed Corporation, a Delaware corporation (the “Company”), the guarantors party hereto (the “Guarantors”) and Wilmington Trust, National Association, as trustee (the “Trustee”), under the Indenture dated as of June 30, 2015 among the “Company, the guarantors party thereto and the Trustee (as amended, supplemented or otherwise modified, the “Indenture”).
Developing ClassicDeveloping Classic • May 30th, 2018 • Homefed Corp • Real estate • California
CONTRIBUTION AGREEMENTContribution Agreement • March 18th, 2019 • Homefed Corp • Real estate • Delaware
THIS CONTRIBUTION AGREEMENT (this “Agreement”) is made as of this 10th day of December, 2018 (the “Effective Date”), by and among REDSKY JZ FULTON HOLDINGS, LLC, a Delaware limited liability company, having an address at c/o RedSky Capital, LLC, 3 Hope Street, Brooklyn, New York 11211 (“Holdings”), HF FULTON STREET HOLDINGS LLC, a Delaware limited liability company, having an address at c/o HomeFed Corporation, 1903 Wright Place, Suite 220, Carlsbad, California 92008 (“HomeFed”) and REDSKY JZ FULTON INVESTORS, LLC, a Delaware limited liability company, having an address at c/o RedSky Capital, LLC, 3 Hope Street, Brooklyn, New York 11211 (the “Company”). (Holdings, HomeFed and the Company, each, a “Party”, and, collectively, the “Parties”).
Leucadia National CorporationPurchase Agreement • September 5th, 2014 • Homefed Corp • Real estate • Delaware
Reference is made to that certain Purchase Agreement (“Purchase Agreement”) dated as of February 28, 2014 by and among HomeFed Corporation, a Delaware corporation, Leucadia National Corporation, a New York corporation (the “Company”), and the following direct and indirect subsidiaries of the Company: Baldwin Enterprises, Inc., a Colorado corporation, Maine Isles, LLC, a Delaware limited liability company, Rockport Properties, LLC, a Delaware limited liability company, Glen Cove TND, LLC, a Delaware limited liability company, LUK-REN, Inc., a New York corporation, LUK-Myrtle Beach, LLC, a Delaware limited liability company, Leucadia Financial Corporation, a Utah corporation and Leucadia LLC, a Delaware limited liability company. The parties to this letter agreement (this “Letter Agreement”) desire to amend the Purchase Agreement, pursuant to Section 10.5 thereof, in the manner set forth in this Letter Agreement. Capitalized terms not otherwise defined in this Letter Agreement shall have
Exhibit 10.39 OBLIGATION AGREEMENT AGREEMENT, dated as of October 1, 2002, between Leucadia National Corporation, a New York corporation ("LUK") and San Elijo Ranch, Inc., a California corporation ("SERI"). W I T N E S S E T H: WHEREAS, LUK is the...Obligation Agreement • March 28th, 2003 • Homefed Corp • Real estate • New York
Purchase and Sale Agreement and Joint Escrow InstructionsPurchase and Sale Agreement • July 6th, 2015 • Homefed Corp • Real estate • California
This Purchase and Sale Agreement and Joint Escrow Instructions (“Agreement”) is made as of June 5, 2015 (the “Effective Date”) by and between SSBT LCRE V LLC, a Delaware limited liability company (“Seller”), and HOMEFED OTAY LAND II, LLC, a Delaware limited liability company (“Buyer”), in the following factual context:
