BBX CAPITAL FLORIDA LLC and , as Rights Agent RIGHTS AGREEMENT Dated as of , 2020Rights Agreement • August 27th, 2020 • BBX Capital Florida LLC • Retail-food stores • Florida
Class B Common Stock (other than pursuant to certain limited exceptions expressly set forth in the Rights Agreement, including a dividend or distribution paid or made by the Company on its Common Stock in shares of Common Stock or pursuant to a split or subdivision of the outstanding Common Stock) which results in such person beneficially owning 5% or more of the outstanding shares of Class A Common Stock, Class B Common Stock or total combined Common Stock.
EMPLOYMENT AGREEMENTEmployment Agreement • March 15th, 2024 • BBX Capital, Inc. • Retail-food stores • Florida
THIS EMPLOYMENT AGREEMENT (this “Agreement”), is signed as of March 14, by and between BBX Capital Inc., a Florida corporation (the “Company”) and Brett Sheppard (the “Executive”) but effective as of March 13, 2024 (the “Effective Date”).
TAX MATTERS AGREEMENTTax Matters Agreement • September 29th, 2020 • BBX Capital Florida LLC • Retail-food stores
THIS TAX MATTERS AGREEMENT (this “Agreement”), dated as of September 25, 2020, is by and among BBX Capital Corporation, a Florida corporation (“Parent”), and BBX Capital Florida LLC, a Florida limited liability company (“New BBX Capital”). Each of Parent and New BBX Capital is sometimes referred to herein as a “Party” and, collectively, as the “Parties.”
TRANSITION SERVICES AGREEMENTTransition Services Agreement • September 29th, 2020 • BBX Capital Florida LLC • Retail-food stores
THIS TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of September 25, 2020, is by and among BBX Capital Corporation, a Florida corporation (“Parent”), and BBX Capital Florida LLC, a Florida limited liability company (“New BBX Capital”). Each of Parent and New BBX Capital is sometimes referred to herein as a “Party” and, collectively, as the “Parties.” For purposes of this Agreement, capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to such terms in the Separation Agreement (as defined below).
EMPLOYEE MATTERS AGREEMENTEmployee Matters Agreement • September 29th, 2020 • BBX Capital Florida LLC • Retail-food stores
This EMPLOYEE MATTERS AGREEMENT, dated as of September 25, 2020 (this “Agreement”), is entered into by and among BBX Capital Corporation, a Florida corporation (“Parent”), and BBX Capital Florida LLC, a Florida limited liability company (“New BBX Capital”). Each of Parent and New BBX Capital is referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used in this Agreement and not otherwise defined shall have the meanings ascribed to such terms in the Separation Agreement (as defined below).
SEPARATION AND DISTRIBUTION AGREEMENTSeparation and Distribution Agreement • August 27th, 2020 • BBX Capital Florida LLC • Retail-food stores • Florida
THIS SEPARATION AND DISTRIBUTION AGREEMENT, dated as of ________, 2020 (this “Agreement”), is entered into by and among BBX Capital Corporation, a Florida corporation (“Parent”), and BBX Capital Florida LLC, a Florida limited liability company and wholly-owned subsidiary of Parent (“New BBX Capital”). Each of the foregoing parties is referred to herein as a “Party” and collectively as the “Parties.”
STANDSTILL AGREEMENTStandstill Agreement • December 30th, 2020 • BBX Capital, Inc. • Retail-food stores • Florida
This Standstill Agreement (this “Agreement”) is made and entered into as of December 22, 2020 between Angelo Gordon & Co., L.P. (the “Shareholder”) and BBX Capital, Inc. (the “Company”).
SEPARATION AND DISTRIBUTION AGREEMENTSeparation and Distribution Agreement • September 29th, 2020 • BBX Capital Florida LLC • Retail-food stores • Florida
THIS SEPARATION AND DISTRIBUTION AGREEMENT, dated as of September 25, 2020 (this “Agreement”), is entered into by and among BBX Capital Corporation, a Florida corporation (“Parent”), and BBX Capital Florida LLC, a Florida limited liability company and wholly-owned subsidiary of Parent (“New BBX Capital”). Each of the foregoing parties is referred to herein as a “Party” and collectively as the “Parties.”
Pine Valley Commercial Banking Center 4499 Highway #7, 2nd Floor Woodbridge, Ontario L4L 9A9 Tel # 905 264 6723 Fax #905 851 8209Credit Facility Agreement • August 17th, 2020 • BBX Capital Florida LLC • Retail-food stores
On the third Business Day following the last Business Day of March, June, September, and December, in each year, the Borrower shall pay to the Bank a Commitment Fee for the Committed Revolving/Reducing Multiple Draw Facility in an amount equal to 0.7000 % per annum calculated on the daily average amount of the undrawr portion of the Committed Revolving/Reducing Multiple Draw Facility during the quarter just ended.
OPERATING AGREEMENT among THE ALTMAN COMPANIES, LLC and JOEL L. ALTMAN, AMC HOLDINGS FLORIDA, INC., ALTMAN DEVELOPMENT CORPORATION, THE ALTMAN COMPANIES, INC., and BBX ALTMAN OPERATING ENTITIES, LLC EFFECTIVE NOVEMBER 30, 2018Operating Agreement • August 17th, 2020 • BBX Capital Florida LLC • Retail-food stores • Florida
This Operating Agreement is entered into and effective as of November 30, 2018 (the “Effective Date”) by and among The Altman Companies, LLC, a Florida limited liability company (the “Company”), Joel L. Altman (“JLA”), AMC Holdings Florida, Inc., a Florida corporation (“AMC Holdings”), Altman Development Corporation, a Michigan corporation (“Old ADC”), The Altman Companies, Inc., a Michigan corporation (“Old TAC”), and BBX Altman Operating Entities, LLC, a Florida limited liability company (“BBXAOE”). JLA, AMC Holdings, Old ADC and Old TAC are collectively called the “Class A Members” and BBXAOE is called the “Class B Member” and together the Class A Members and the Class B Member are called the “Members.”
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • October 27th, 2020 • BBX Capital, Inc. • Retail-food stores
This Asset Purchase Agreement dated October 22, 2020 is made between COLONIAL ELEGANCE INC. (the “Vendor”) and RENIN CANADA CORP. (the “Purchaser”).
BBX CAPITAL FLORIDA LLC and American Stock Transfer & Trust Company, LLC, as Rights Agent RIGHTS AGREEMENT Dated as of September 25, 2020Rights Agreement • September 29th, 2020 • BBX Capital Florida LLC • Retail-food stores • Florida
Class B Common Stock (other than pursuant to certain limited exceptions expressly set forth in the Rights Agreement, including a dividend or distribution paid or made by the Company on its Common Stock in shares of Common Stock or pursuant to a split or subdivision of the outstanding Common Stock) which results in such person beneficially owning 5% or more of the outstanding shares of Class A Common Stock, Class B Common Stock or total combined Common Stock.
ContractLoan Agreement • October 10th, 2023 • BBX Capital, Inc. • Retail-food stores
TD Commercial Banking Financial Restructuring Group 66 Wellington St. West TD Bank Tower, 12th Floor Toronto, Ontario M5K 1A2 Telephone No.: 416-983-4019
EMPLOYEE MATTERS AGREEMENTEmployee Matters Agreement • June 17th, 2020 • BBX Capital Florida LLC
This EMPLOYEE MATTERS AGREEMENT, dated as of ___________, 2020 (this “Agreement”), is entered into by and among BBX Capital Corporation, a Florida corporation (“Parent”), and BBX Capital Florida LLC, a Florida limited liability company (“New BBX Capital”). Each of Parent and New BBX Capital is referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used in this Agreement and not otherwise defined shall have the meanings ascribed to such terms in the Separation Agreement (as defined below).
th Floor K 1A2Loan Agreement • May 10th, 2022 • BBX Capital, Inc. • Retail-food stores • Ontario
** ”CSA” or “Credit Spread Adjustment” or “Term SOFR Adjustment” means, for any calculation with respect to a Term SOFR Loan, a percentage per annum as set forth below for the applicable Interest Period therefor:
th FloorLoan Agreement • July 19th, 2021 • BBX Capital, Inc. • Retail-food stores • Ontario
MEMORANDUMMemorandum of Agreement • December 6th, 2023 • BBX Capital, Inc. • Retail-food stores • Florida
This Memorandum will confirm the agreement of Alan Levan (“A. Levan”) and Jarett Levan (“J. Levan”) relating to the transfer and voting of their shares of the capital stock of BFC Financial Corporation (“BFC”). Schedule A indicates the shares of BFC’s Class A and Class B Common Stock currently beneficially owned or otherwise controlled by A. Levan and J. Levan.
Pine Valley Commercial Banking Centre Vaughan, ON L4L 9A9 Telephone No.: (905) 264-6723 Fax No.: (905) 851 8209Credit Facility Agreement • October 27th, 2020 • BBX Capital, Inc. • Retail-food stores
We are pleased to offer the Borrower the following credit facilities (the "Facilities"), subject to the following terms and conditions. This Agreement amends and restates our agreement dated June 5th, 2020 and its predecessors.
AGREEMENTTermination Agreement • December 6th, 2023 • BBX Capital, Inc. • Retail-food stores • Florida
THIS AGREEMENT (this “Agreement”) is entered into this 10th day of December, 2018 between Alan B. Levan (“Levan) and John E. Abdo, both individually and as Trustee under the Trust Agreement dated March 15, 1976 (collectively “Abdo”).
SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated effective as of June 20, 2024 among IT'SUGAR LLC as Borrower, BBX CAPITAL REAL ESTATE, LLC As, Pledgor and REGIONS BANKCredit Agreement • August 9th, 2024 • BBX Capital, Inc. • Retail-food stores • Florida
This SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated effective as of June 20, 2024 (the “Closing Date”) is entered into by and among IT'SUGAR LLC, a Delaware limited liability company (the “Borrower”), the Pledgor (defined herein) and REGIONS BANK (the “Lender”).
SECURITY AGREEMENTSecurity Agreement • June 17th, 2021 • BBX Capital, Inc. • Retail-food stores
THIS SECURITY AGREEMENT (this “Agreement”) is entered into as of June 16, 2021 among IT’SUGAR LLC, a Delaware limited liability company (“IT’Sugar”), IT’SUGAR ATLANTIC CITY LLC, a Delaware limited liability company (“Atlantic City”), IT’SUGAR FLGC LLC, a Florida limited liability company (“FLGC”), IT’SUGAR FL I LLC, a Delaware limited liability company (“FLI”, and together with IT’Sugar, Atlantic City and FLGC, collectively, the “Grantors”, and, each, a “Grantor”), and SHL HOLDINGS, INC., a Florida corporation (“Lender”).
AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • March 15th, 2024 • BBX Capital, Inc. • Retail-food stores • Ontario
Term NoteTerm Note • June 17th, 2021 • BBX Capital, Inc. • Retail-food stores • Florida
FOR VALUE RECEIVED, the undersigned, IT’SUGAR LLC, a Delaware limited liability company (“IT’Sugar”), IT’SUGAR ATLANTIC CITY LLC, a Delaware limited liability company (“Atlantic City”), IT’SUGAR FLGC LLC, a Florida limited liability company (“FLGC”), IT’SUGAR FL I LLC, a Delaware limited liability company (“FLI”, and together with IT’Sugar, Atlantic City and FLGC, collectively, the “Borrowers”, and, each, a “Borrower”), jointly and severally, promise to pay to the order of SHL HOLDINGS, INC., a Florida corporation (“Lender”), the principal sum of Thirteen Million and No/100 ($13,000,000.00), which the Lender loaned to the Borrowers pursuant to the Term Loan Agreement dated as June 16, 2021, by and among the Borrowers and the Lender (as amended, restated or otherwise modified from time to time, the “Loan Agreement”), together with interest thereon at a fixed rate per annum equal to five percent (5%), in each case, payable at the times and in the amounts set forth in the Loan Agreement.
TERM LOAN AGREEMENTTerm Loan Agreement • June 17th, 2021 • BBX Capital, Inc. • Retail-food stores • Florida
THIS TERM LOAN AGREEMENT (“Agreement”) is made and entered into effective as of June 16, 2021, by and among IT’SUGAR LLC, a Delaware limited liability company (“IT’Sugar”), IT’SUGAR ATLANTIC CITY LLC, a Delaware limited liability company (“Atlantic City”), IT’SUGAR FLGC LLC, a Florida limited liability company (“FLGC”), IT’SUGAR FL I LLC, a Delaware limited liability company (“FLI”, and together with IT’Sugar, Atlantic City and FLGC, collectively, the “Borrowers”, and, each, a “Borrower”) and SHL HOLDINGS, INC., a Florida corporation (“Lender”).
ContractLoan Agreement • February 9th, 2023 • BBX Capital, Inc. • Retail-food stores
TD Commercial Banking Financial Restructuring Group 66 Wellington St. West TD Bank Tower, 12th Floor Toronto, Ontario M5K 1A2 Telephone No.: 416-983-4019
MEMORANDUMMemorandum of Agreement • December 6th, 2023 • BBX Capital, Inc. • Retail-food stores
This Memorandum will confirm the agreement of Jarett Levan (“Mr. Levan”) and Seth Wise (“Mr. Wise”) concerning certain matters relating to the transfer and voting of shares of the capital stock of BFC Financial Corporation (“BFC”). Schedule A indicates the shares of BFC’s Class A and Class B Common Stock currently beneficially owned or otherwise controlled by Mr. Levan and Mr. Wise.
