Fairholme Capital Management LLC Sample Contracts

AMENDED AND RESTATED PARTICIPATION AGREEMENT
Participation Agreement • October 3rd, 2014 • Fairholme Capital Management LLC • Retail-department stores • New York

THIS AMENDED AND RESTATED PARTICIPATION AGREEMENT (this "Agreement") is made and entered into as of September 30, 2014 ("Effective Date") by and among JPP II, LLC and JPP, LLC, together or individually as the context may require, in their capacity as a participant (together with its successors and assigns, "Participant A") and as original Lender under the Loan Documents (in such capacity, individually or collectively as the context may require, "Original Lender"), PYOF 2014 LOANS, LLC, a Delaware limited liability company (together with its successors and assigns, "Participant B") and THE FAIRHOLME PARTNERSHIP, LP, a Delaware limited partnership (together with its successors and assigns "Participant C"; each of Participant A, Participant B and Participant C are sometimes individually referred to herein as a "Participant" and collectively as the "Participants").

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AGREEMENT
Schedule 13d/A • February 14th, 2011 • Fairholme Capital Management LLC • Land subdividers & developers (no cemeteries)

The undersigned agree that this Schedule 13D/A dated February 14, 2011 relating to the Common Stock of The St. Joe Company shall be filed on behalf of the undersigned.

AGREEMENT
Schedule 13d/A • February 25th, 2016 • Fairholme Capital Management LLC • Retail-department stores

The undersigned agree that this Schedule 13D/A dated February 25, 2016 relating to the Common Shares, $.01 par value of Sears Holdings Corporation shall be filed on behalf of the undersigned.

AGREEMENT
Schedule 13d/A • February 10th, 2011 • Fairholme Capital Management LLC • Land subdividers & developers (no cemeteries)

The undersigned agree that this Schedule 13D/A dated February 10, 2011 relating to the Common Stock of The St. Joe Company shall be filed on behalf of the undersigned.

AGREEMENT
Schedule 13d/A • March 7th, 2011 • Fairholme Capital Management LLC • Land subdividers & developers (no cemeteries)

The undersigned agree that this Schedule 13D/A dated March 7, 2011 relating to the Common Stock of The St. Joe Company shall be filed on behalf of the undersigned.

AGREEMENT
Schedule 13d/A • March 18th, 2016 • Fairholme Capital Management LLC • Wholesale-industrial machinery & equipment

The undersigned agree that this Schedule 13D/A dated March 18, 2016 relating to the Common Stock, par value $0.01 per share of MRC Global Inc. shall be filed on behalf of the undersigned.

AGREEMENT
Schedule 13d/A • March 22nd, 2016 • Fairholme Capital Management LLC • Retail-department stores

The undersigned agree that this Schedule 13D/A dated March 22, 2016 relating to the Common Shares, $.01 par value of Sears Holdings Corporation shall be filed on behalf of the undersigned.

AGREEMENT
Schedule 13d/A • February 16th, 2011 • Fairholme Capital Management LLC • Land subdividers & developers (no cemeteries)

The undersigned agree that this Schedule 13D/A dated February 16, 2011 relating to the Common Stock of The St. Joe Company shall be filed on behalf of the undersigned.

AGREEMENT
Schedule 13d/A • February 22nd, 2011 • Fairholme Capital Management LLC • Land subdividers & developers (no cemeteries)

The undersigned agree that this Schedule 13D/A dated February 22, 2011 relating to the Common Stock of The St. Joe Company shall be filed on behalf of the undersigned.

AGREEMENT
Schedule 13d/A • June 15th, 2016 • Fairholme Capital Management LLC • Retail-department stores

The undersigned agree that this Schedule 13D/A dated June 15, 2016 relating to the Common Shares, $.01 par value of Sears Holdings Corporation shall be filed on behalf of the undersigned.

AGREEMENT
Schedule 13d/A • February 28th, 2011 • Fairholme Capital Management LLC • Land subdividers & developers (no cemeteries)

The undersigned agree that this Schedule 13D/A dated February 28, 2011 relating to the Common Stock of The St. Joe Company shall be filed on behalf of the undersigned.

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