CREDIT AGREEMENT Dated as of April 18, 2017 among FIVE POINT OPERATING COMPANY, LLC, as the Borrower, ZB, N.A. dba CALIFORNIA BANK & TRUST, as Administrative Agent and L/C Issuer, and The Lenders Party Hereto ZB, N.A. dba CALIFORNIA BANK & TRUST, as...Credit Agreement • April 24th, 2017 • Five Point Holdings, LLC • Real estate • California
This CREDIT AGREEMENT is entered into as of April 18, 2017, among FIVE POINT OPERATING COMPANY, LLC, a Delaware limited liability company (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and ZB, N.A. dba CALIFORNIA BANK & TRUST, as Administrative Agent and L/C Issuer.
INDENTURE Dated as of January 16, 2024 Among FIVE POINT OPERATING COMPANY, LP FIVE POINT CAPITAL CORP., THE GUARANTORS PARTY HERETO and COMPUTERSHARE TRUST COMPANY, N.A. as Trustee 10.500% INITIAL RATE SENIOR NOTES DUE 2028Indenture • January 16th, 2024 • Five Point Holdings, LLC • Real estate • New York
INDENTURE, dated as of January 16, 2024, among Five Point Operating Company, LP, a Delaware limited partnership (the “Issuer”), Five Point Capital Corp., a Delaware corporation (the “Co-Issuer” and, together with the Issuer, the “Issuers”), the Guarantors (as defined herein) party hereto and Computershare Trust Company, N.A., as trustee (the “Trustee”).
INDENTURE Dated as of November 22, 2017 Among FIVE POINT OPERATING COMPANY, LP, FIVE POINT CAPITAL CORP., THE GUARANTORS PARTY HERETO and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee 7.875% SENIOR NOTES DUE 2025Indenture • November 22nd, 2017 • Five Point Holdings, LLC • Real estate • New York
INDENTURE, dated as of November 22, 2017, among Five Point Operating Company, LP, a Delaware limited partnership (the “Issuer”), Five Point Capital Corp., a Delaware corporation (the “Co-Issuer” and, together with the Issuer, the “Issuers”), the Guarantors (as defined herein) party hereto and Wells Fargo Bank, National Association, as the trustee (“Trustee”).
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF FIVE POINT HOLDINGS, LLCLimited Liability Company Agreement • May 19th, 2017 • Five Point Holdings, LLC • Real estate • Delaware
This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF FIVE POINT HOLDINGS, LLC, is dated as of May 15, 2017. Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed thereto in Section 1.1.
SECOND AMENDED AND RESTATED CONTRIBUTION AND SALE AGREEMENT Dated as of July 2, 2015 Amended and Restated as of May 2, 2016Contribution and Sale Agreement • April 7th, 2017 • Five Point Holdings, LLC • Real estate • Delaware
THIS SECOND AMENDED AND RESTATED CONTRIBUTION AND SALE AGREEMENT (including all exhibits and schedules, this “Agreement”) is dated as of July 2, 2015, and amended and restated as of May 2, 2016, by and among FIVE POINT HOLDINGS, INC., a Delaware corporation (“FPH”), NEWHALL HOLDING COMPANY, LLC, a Delaware limited liability company (the “Company” or “Newhall Holding”), NEWHALL INTERMEDIARY HOLDING COMPANY, LLC, a Delaware limited liability company (the “Operating Company”), NEWHALL LAND DEVELOPMENT, LLC, a Delaware limited liability company (“Newhall Land”), THE SHIPYARD COMMUNITIES, LLC, a Delaware limited liability company (the “Hunters Point Venture”), UST LENNAR HW SCALA SF JOINT VENTURE, a Delaware general partnership (“UST Lennar”), HPSCP OPPORTUNITIES, L.P., a Delaware limited partnership (“Castlelake HP”), HERITAGE FIELDS LLC, a Delaware limited liability company (the “El Toro Venture”), LENFIVE, LLC, a Delaware limited liability company (“LenFive”), MSD HERITAGE FIELDS, LLC, a
FOURTH AMENDMENT TO THE INTERIM LEASEInterim Lease • April 7th, 2017 • Five Point Holdings, LLC • Real estate • California
This FOURTH AMENDMENT TO THE INTERIM LEASE (this “Fourth Amendment”) is entered into as of September 1, 2015 (the “Effective Date”) by and among the SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY AND COUNTY OF SAN FRANCISCO, a public body organized and existing under the laws of the State of California (the “Agency”), HPS DEVELOPMENT CO., LP, a Delaware limited partnership (“HPS1 Tenant”), and CP DEVELOPMENT CO., LP, a Delaware limited partnership (“HPS2 Tenant”).
HERITAGE FIELDS LLC, a Delaware limited liability company FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT DATED AS OF APRIL 21, 2017Limited Liability Company Agreement • April 24th, 2017 • Five Point Holdings, LLC • Real estate • New York
FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF HERITAGE FIELDS LLC (as amended and/or restated from time to time in accordance with the terms hereof, this “Agreement”) dated as of April 21, 2017 (the “Effective Date”), by and among FIVE POINT HERITAGE FIELDS, LLC, a Delaware limited liability company (“Five Point”), HERITAGE FIELDS CAPITAL CO-INVESTOR MEMBER LLC, a Delaware limited liability company (“Co-Investor”), MSD HERITAGE FIELDS, LLC, a Delaware limited liability company (“MSD”), LENFIVE, LLC, a Delaware limited liability company (“Lennar”), LNR HF II, LLC, a California limited liability company (“LNR”), and FPC-HF VENTURE I, LLC, a Delaware limited liability company (“FPC-HF”). Capitalized terms herein have the respective meanings set forth in Section 1.1.
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED DEVELOPMENT MANAGEMENT AGREEMENTDevelopment Management Agreement • June 16th, 2022 • Five Point Holdings, LLC • Real estate
THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED DEVELOPMENT MANAGEMENT AGREEMENT (“Amendment”) is dated for reference purposes as of June 10, 2022, by and among HERITAGE FIELDS EL TORO, LLC, a Delaware limited liability company ("Owner"), FIVE POINT COMMUNITIES MANAGEMENT, INC., a Delaware corporation ("Manager"), for the purpose of Section 4.8 of the DMA only, FIVE POINT OPERATING COMPANY, LP, a Delaware limited partnership (the "Operating Company") and, for the purpose of Sections 4.7 and 4.8 of the DMA only, FIVE POINT COMMUNITIES, LP, a Delaware limited partnership (the "Manager Partnership"). Manager and Owner are sometimes referred to each as a "Party" and collectively as the "Parties." Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the “DMA” (defined below), other than those provisions that are specified to become effective as of a different date.
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 13th, 2017 • Five Point Holdings, LLC • Real estate
This First Amendment to Credit Agreement (“Amendment”) is entered into as of November 8, 2017 by and among FIVE POINT OPERATING COMPANY, LP, a Delaware limited partnership (“Borrower”), ZB, N.A., dba CALIFORNIA BANK & TRUST (“CBT”), as the administrative agent (“Administrative Agent”) for itself as a lender and lenders COMERICA BANK, a Texas banking association (“Comerica”), JPMORGAN CHASE BANK, N.A., a national banking association (“JPMorgan”), and CITIBANK, N.A. (“Citibank” and collectively with CBT as a lender, Comerica, JPMorgan and Citibank, the “Lenders” and each individually a “Lender”), with respect to that certain Credit Agreement dated as of April 18, 2017 (the “Original Credit Agreement” and, as amended by this Amendment, “Credit Agreement”) in the original maximum commitment amount of $50,000,000.00 (the “Loan”). Except to the extent expressly defined herein, each capitalized term shall mean as defined in the Original Credit Agreement.
ADVISORY AGREEMENTAdvisory Agreement • November 5th, 2021 • Five Point Holdings, LLC • Real estate • California
THIS ADVISORY AGREEMENT (the “Agreement”) is dated for reference purposes as of August 23, 2021, by and between Five Point Operating Company, LP, a Delaware limited partnership (the “Company”), and Emile Haddad, an individual (the “Advisor”).
SECOND AMENDMENT TO THE INTERIM LEASEInterim Lease • April 7th, 2017 • Five Point Holdings, LLC • Real estate • California
This SECOND AMENDMENT TO THE INTERIM LEASE (this “Second Amendment”) is entered into as of May 31, 2011 (the “Effective Date”), by and between the REDEVELOPMENT AGENCY OF THE CITY AND COUNTY OF SAN FRANCISCO, a public body, corporate and politic, organized and existing pursuant to the Community Redevelopment Law of the State of California (the “Agency”), and HPS DEVELOPMENT CO., LP, a Delaware limited partnership (“Tenant”).
MEZZANINE GUARANTY AGREEMENTMezzanine Guaranty Agreement • August 10th, 2017 • Five Point Holdings, LLC • Real estate • New York
THIS MEZZANINE GUARANTY AGREEMENT (this “Guaranty”) is executed as of August 10, 2017, by FIVE POINT HOLDINGS, LLC, a Delaware limited liability company (“Guarantor”), for the benefit of SPT CA FUNDINGS 2, LLC, a Delaware limited liability company (together with its successors and/or assigns, “Lender”).
FIRST AMENDMENT TO DEVELOPMENT MANAGEMENT AGREEMENT (Concord Naval Weapons Station)Development Management Agreement • April 24th, 2017 • Five Point Holdings, LLC • Real estate • California
THIS FIRST AMENDMENT TO DEVELOPMENT MANAGEMENT AGREEMENT (CONCORD NAVAL WEAPONS STATION) (this “Amendment”), dated as of April 13, 2017, is made by and between LENNAR CONCORD, LLC, a Delaware limited liability company (“Lennar Concord”), and TSC MANAGEMENT CO., LLC, a Delaware limited liability company (“Manager”). Lennar Concord and Manager are sometimes referred to herein, individually, as a “Party” and, collectively, as the “Parties”.
Five Point Holdings, LLC [●] Class A Common Shares1 Underwriting AgreementFive Point Holdings, LLC • April 24th, 2017 • Real estate • New York
Five Point Holdings, LLC, a limited liability company organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, [●] Class A common shares (“Class A Shares”) of the Company (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to [●] additional Class A Shares to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term “Representatives” as used
LIMITED LIABILITY COMPANY AGREEMENT OF FIVE POINT OFFICE VENTURE HOLDINGS I, LLCLimited Liability Company Agreement • August 10th, 2017 • Five Point Holdings, LLC • Real estate • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT OF FIVE POINT OFFICE VENTURE HOLDINGS I, LLC, is entered into as of August 4, 2017 (the “Effective Date”), by and among FPOVHI MEMBER, LLC (the “FP Member”), IRVINE OFFICE MEMBER, L.L.C., a Delaware limited liability company (the “RP Member”), and LNR BC, LLC, a Delaware limited liability company (the “SW Member”). The capitalized terms used herein shall have the respective meanings assigned to such terms in Article XIV.
THIRD AMENDMENT TO DISPOSITION AND DEVELOPMENT AGREEMENT (Candlestick Point and Phase 2 of the Hunters Point Shipyard)Disposition and Development Agreement • August 16th, 2018 • Five Point Holdings, LLC • Real estate • California
This THIRD AMENDMENT TO DISPOSITION AND DEVELOPMENT AGREEMENT (CANDLESTICK POINT AND PHASE 2 OF THE HUNTERS POINT SHIPYARD) (this “Third Amendment”), dated as of August 10, 2018 (the “Third Amendment Effective Date”), is entered into by and between the SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY AND COUNTY OF SAN FRANCISCO, a public body organized and existing under the laws of the State of California (the “Agency”), and CP DEVELOPMENT CO., LLC, a Delaware limited liability company (“Developer”), with reference to the following facts and circumstances:
INTERIM LEASE between the THE REDEVELOPMENT AGENCY OF THE CITY AND COUNTY OF SAN FRANCISCO (“Agency”) and LENNAR/BVHP, LLC a California limited liability company dba Lennar/BVHP Partners (“Tenant”) Dated: as of December 3, 2004 Marcia Rosen Executive...Interim Lease • April 7th, 2017 • Five Point Holdings, LLC • Real estate • California
This INTERIM LEASE (this “Lease”) is entered into as of December 3, 2004, by and between THE REDEVELOPMENT AGENCY OF THE CITY AND COUNTY OF SAN FRANCISCO, a public body, corporate and politic of the State of California (the “Agency”), and LENNAR/BVHP, LLC, a California limited liability company doing business as Lennar/BVHP Partners (the “Tenant”).
FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • July 21st, 2023 • Five Point Holdings, LLC • Real estate
THIS FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (“Amendment”) of HERITAGE FIELDS LLC, a Delaware limited liability company (the “Company”), is dated for reference purposes as of November 15, 2022, by and among FIVE POINT HERITAGE FIELDS, LLC, a Delaware limited liability company (“Five Point”), HERITAGE FIELDS CAPITAL CO-INVESTOR MEMBER LLC, a Delaware limited liability company (“Co-Investor”), MSD HERITAGE FIELDS, LLC, a Delaware limited liability company (“MSD”), and LNR HF II, LLC, a California limited liability company (“LNR”). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the “Operating Agreement” (defined below).
FIFTH AMENDMENT TO THE INTERIM LEASEInterim Lease • May 19th, 2017 • Five Point Holdings, LLC • Real estate • California
This FIFTH AMENDMENT TO THE INTERIM LEASE (this “Fifth Amendment”) is entered into as of March 1, 2017 (the “Effective Date”) by and among the SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY AND COUNTY OF SAN FRANCISCO, a public body organized and existing under the laws of the State of California (the “Agency”), HPS DEVELOPMENT CO., LP, a Delaware limited partnership (“HPS1 Tenant”), and CP DEVELOPMENT CO., LLC, a Delaware limited liability company (“CP/HPS2 Tenant” and, collectively with the Agency and HPS1 Tenant, the “Parties”).
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • May 24th, 2024 • Five Point Holdings, LLC • Real estate
This First Amendment to Amended and Restated Credit Agreement (“Amendment”) is effective as of May 22, 2024 and is entered into by and among FIVE POINT OPERATING COMPANY, LP, a Delaware limited partnership (“Borrower”), ZIONS BANCORPORATION, N.A., dba CALIFORNIA BANK & TRUST (“CBT”), as the administrative agent (“Administrative Agent”) for itself as a lender and lenders, COMERICA BANK, a Texas banking association (“Comerica”), JPMORGAN CHASE BANK, N.A., a national banking association (“JPMorgan”) and CITIBANK, N.A. (“Citibank” and collectively with CBT as a lender, Comerica, and JPMorgan, the “Lenders” and each individually a “Lender”) with respect to that certain existing unsecured, revolving credit facility of $125,000,000.00 (the “Credit Facility”) which has been provided to Borrower by Lenders pursuant to that certain Credit Agreement dated as of April 18, 2017 by and among Borrower, Administrative Agent and Lenders which has been amended, restated and otherwise modified from time
FIRST AMENDMENT TO THE INTERIM LEASEInterim Lease • April 7th, 2017 • Five Point Holdings, LLC • Real estate
This FIRST AMENDMENT TO THE INTERIM LEASE (“First Amendment to the Interim Lease”) dated as of October 16, 2008, is entered into by and between the REDEVELOPMENT AGENCY OF THE CITY AND COUNTY OF SAN FRANCISCO, a public body, corporate and politic, exercising its functions and powers and organized and existing under the Community Redevelopment Law of the State of California (together with any successor public agency designated by or pursuant to law, the “Agency”), and HPS DEVELOPMENT CO., LP, a Delaware limited partnership (“Lennar” or “Tenant”).
THIRD SUPPLEMENTAL INDENTURE Dated as of December 22, 2023 to INDENTURE Dated as of November 22, 2017 Among FIVE POINT OPERATING COMPANY, LP, FIVE POINT CAPITAL CORP., THE GUARANTORS PARTY HERETO and COMPUTERSHARE TRUST COMPANY, N.A., As TrusteeSupplemental Indenture • December 26th, 2023 • Five Point Holdings, LLC • Real estate • New York
THIS THIRD SUPPLEMENTAL INDENTURE, dated as of December 22, 2023 (this “Third Supplemental Indenture”), is among Five Point Operating Company, LP, a Delaware limited partnership (the “Issuer”), Five Point Capital Corp., a Delaware corporation (the “Co-Issuer” and, together with the Issuer, the “Issuers”), the Guarantors party hereto (the “Guarantors”) and Computershare Trust Company, N.A., as trustee (the “Trustee”).
THIRD AMENDMENT TO THE INTERIM LEASEInterim Lease • April 7th, 2017 • Five Point Holdings, LLC • Real estate • California
This THIRD AMENDMENT TO THE INTERIM LEASE (this “Third Amendment”) is entered into as of November 8, 2013 (the “Effective Date”) by and between the SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY AND COUNTY OF SAN FRANCISCO, a public body, corporate and politic, of the State of California (the “Agency”), and HPS DEVELOPMENT CO., LP, a Delaware limited partnership (“Tenant”).
DEVELOPMENT MANAGEMENT AGREEMENT (Concord Naval Weapons Station)Development Management Agreement • April 7th, 2017 • Five Point Holdings, LLC • Real estate • California
This DEVELOPMENT MANAGEMENT AGREEMENT (CONCORD NAVAL WEAPONS STATION) (as amended from time to time in accordance herewith, this “Agreement”) is made and entered into effective as of July 2, 2016 (the “Effective Date”), by and between LENNAR CONCORD, LLC, a Delaware limited liability company (“Lennar Concord”), and TSC MANAGEMENT CO., LLC, a Delaware limited liability company (“Manager”). Certain capitalized terms used in this Agreement are defined or cross-referenced in Article 1. The Parties are entering into this Agreement with reference to the following facts and circumstances:
EMPLOYMENT TRANSITION AGREEMENTEmployment Transition Agreement • May 10th, 2022 • Five Point Holdings, LLC • Real estate • California
This Employment Transition Agreement (the “Agreement”) is entered into by and among Lynn Jochim (“Executive”), Five Point Operating Company, LP, a Delaware limited partnership (the “Company”), Five Point Communities Management, Inc. (“FPCM”), and Five Point Holdings, LLC, the parent company of the Company and FPCM (“FPH,” and together with the Company and FPCM, the “Company Parties”), effective as of February 9, 2022 (the “Effective Date”). Executive, the Company, FPCM and FPH are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF FIVE POINT OPERATING COMPANY, LLC a Delaware limited liability companyLimited Liability Company Agreement • April 7th, 2017 • Five Point Holdings, LLC • Real estate • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF FIVE POINT OPERATING COMPANY, LLC, dated as of May 2, 2016, is entered into by and among FIVE POINT HOLDINGS, LLC, a Delaware limited liability company f/k/a Newhall Holding Company, LLC (the “Parent”), and the Members (as defined below).
FIVE POINT HOLDINGS, LLC RESTRICTED SHARE UNIT AGREEMENTRestricted Share Unit Agreement • April 24th, 2017 • Five Point Holdings, LLC • Real estate • Delaware
This Restricted Share Unit Agreement (this “Agreement”) is made and entered into as of the date of grant set forth below (the “Date of Grant”) by and between Five Point Holdings, LLC, a Delaware limited liability company (the “Company”), and the individual named below (the “Grantee”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Five Point Holdings, LLC 2016 Incentive Award Plan (the “Plan”). Where the context permits, references to the Company shall include any successor to the Company.
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 7th, 2017 • Five Point Holdings, LLC • Real estate • Delaware
THIS INDEMNIFICATION AGREEMENT, dated as of (this “Agreement”), is made by and between Five Point Holdings, LLC, a Delaware limited liability company (the “Company”), and (“Indemnitee”).
GUARANTY AGREEMENTGuaranty Agreement • April 7th, 2017 • Five Point Holdings, LLC • Real estate • California
This GUARANTY AGREEMENT (this “Guaranty”), dated as of July 2, 2016 (the “Effective Date”), is given by FIVE POINT OPERATING COMPANY, LLC, a Delaware limited liability company (the “Guarantor”), in favor of TREASURE ISLAND HOLDINGS, LLC, a Delaware limited liability company (“TIH”). Capitalized terms used in this Guaranty and not expressly otherwise defined herein shall have the meanings set forth for those terms in the Agreement (as defined below).
SECOND SUPPLEMENTAL INDENTURE Dated as of July 26, 2019 To INDENTURE Dated as of November 22, 2017 Among FIVE POINT OPERATING COMPANY, LP, FIVE POINT CAPITAL CORP., THE GUARANTORS PARTY HERETO and WELLS FARGO BANK, NATIONAL ASSOCIATION, as TrusteeIndenture • July 26th, 2019 • Five Point Holdings, LLC • Real estate • New York
SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of July 26, 2019, among Five Point Operating Company, LP, a Delaware limited partnership (the “Issuer”), Five Point Capital Corp., a Delaware corporation (the “Co-Issuer” and, together with the Issuer, the “Issuers”), the guarantors party hereto (the “Guarantors”) and Wells Fargo Bank, National Association, as the trustee (the “Trustee”).
FIFTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • October 20th, 2023 • Five Point Holdings, LLC • Real estate • California
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 20th, 2021 • Five Point Holdings, LLC • Real estate • New York
This Third Amendment to Credit Agreement (“Amendment”) is entered into as of April 19, 2021 by and among FIVE POINT OPERATING COMPANY, LP, a Delaware limited partnership (“Borrower”), ZIONS BANCORPORATION, N.A., dba CALIFORNIA BANK & TRUST (“CBT”), as the administrative agent (“Administrative Agent”) for itself as a lender and lenders, COMERICA BANK, a Texas banking association (“Comerica”), JPMORGAN CHASE BANK, N.A., a national banking association (“JPMorgan”), CITIBANK, N.A. (“Citibank” and collectively with CBT as a lender, Comerica, and JPMorgan, the “Lenders” and each individually a “Lender”), with respect to that certain Credit Agreement by and among Administrative Agent, Borrower and Lenders dated as of April 18, 2017, as amended by that certain First Amendment to Credit Agreement dated as of November 8, 2017 and that certain Second Amendment to Credit Agreement dated as of May 10, 2019 (collectively, as further amended, restated and otherwise modified, the “Credit Agreement”) p
LIMITED PARTNERSHIP AGREEMENT OF FIVE POINT OPERATING COMPANY, LP a Delaware limited partnershipLimited Partnership Agreement • October 2nd, 2017 • Five Point Holdings, LLC • Real estate • Delaware
THIS LIMITED PARTNERSHIP AGREEMENT (as amended from time to time, the “Agreement”) of FIVE POINT OPERATING COMPANY, LP, dated as of October 1, 2017, is entered into by and among FIVE POINT HOLDINGS, LLC, a Delaware limited liability company (the “Parent”), FIVE POINT OPCO GP, LLC, a Delaware limited liability company (“Five Point GP”), LENFIVE OPCO GP, LLC, a Delaware limited liability company (“LenFive GP”), LENFIVE SUB OPCO GP, LLC, a Delaware limited liability company (“LenFive Sub GP”), and the other Partners (as defined below).
SECOND AMENDMENT TO SECOND AMENDED AND RESTATED DEVELOPMENT MANAGEMENT AGREEMENTDevelopment Management Agreement • January 4th, 2023 • Five Point Holdings, LLC • Real estate
THIS SECOND AMENDMENT TO SECOND AMENDED AND RESTATED DEVELOPMENT MANAGEMENT AGREEMENT (“Amendment”) is dated for reference purposes as of December 28, 2022, by and among HERITAGE FIELDS EL TORO, LLC, a Delaware limited liability company ("Owner"), FIVE POINT COMMUNITIES MANAGEMENT, INC., a Delaware corporation ("Manager"), for the purpose of Section 4.8 of the DMA only, FIVE POINT OPERATING COMPANY, LP, a Delaware limited partnership (the "Operating Company") and, for the purpose of Sections 4.7 and 4.8 of the DMA only, FIVE POINT COMMUNITIES, LP, a Delaware limited partnership (the "Manager Partnership"). Manager and Owner are sometimes referred to each as a "Party" and collectively as the "Parties." Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the “DMA” (defined below), other than those provisions that are specified to become effective as of a different date.
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 16th, 2019 • Five Point Holdings, LLC • Real estate
This Second Amendment to Credit Agreement (“Amendment”) is entered into as of May 10, 2019 by and among FIVE POINT OPERATING COMPANY, LP, a Delaware limited partnership (“Borrower”), ZIONS BANCORPORATION, N.A. (fka ZB, N.A.), dba CALIFORNIA BANK & TRUST, as the administrative agent (“Administrative Agent”) for itself as a lender and lenders COMERICA BANK, a Texas banking association (“Comerica”), JPMORGAN CHASE BANK, N.A., a national banking association (“JPMorgan”), CITIBANK, N.A. (“Citibank” and collectively with CBT as a lender, Comerica, and JPMorgan, the “Lenders” and each individually a “Lender”), with respect to that certain Credit Agreement dated as of April 18, 2017 (the “Original Credit Agreement”) by and among Borrower and Lenders, as amended by that certain First Amendment to Credit Agreement (the “First Amendment”) dated as of November 8, 2017 (collectively, the “Credit Agreement”) with the maximum commitment amount being $125,000,000.00 (the “Loan”). Except to the extent
