Exhibit 10.35
AMENDMENT
to the
ADMINISTRATIVE SERVICES AGREEMENT
THIS AMENDMENT NO. 5 dated as of November 15, 2002 to the ADMINISTRATIVE
SERVICES AGREEMENT ("Agreement") dated as of March 1, 2000 (such agreement as
amended is referred to herein as the "Agreement") between Leucadia Financial
Corporation, a Utah corporation ("Leucadia"), HomeFed Corporation, a Delaware
corporation ("HomeFed"), HomeFed Resources Corporation, a California corporation
("HomeFed Resources") and HomeFed Communities, Inc., a California corporation
("HomeFed Communities").
The following new paragraph shall replace in its entirety paragraph 4 of
the Agreement:
"4. Term and Termination. The term of this Agreement shall continue until
December 31, 2003, unless extended in writing by mutual agreement of the
parties. HomeFed shall have the right to terminate this Agreement, without
restriction or penalty, upon 30 days prior written notice to the other party. In
all events, the provisions of Section 7. "Indemnification" shall survive the
termination of this Agreement, whether as a result of the passage of time or the
election of HomeFed or otherwise."
In all other respects, the Agreement shall remain unchanged.
[SIGNATURE PAGE TO FOLLOW]
IN WITNESS WHEREOF, this Agreement has been executed as of the date first
hereinabove written.
LEUCADIA FINANCIAL CORPORATION
Address: 000 Xxxx Xxxxx Xxxxxx
Xxxx Xxxx Xxxx, XX 00000
By: /s/ Xxxxxx X. Orlando
-----------------------
Name: Xxxxxx X. Orlando
Title: Vice President
HOMEFED CORPORATION
Address: 0000 Xxxxxx Xxxxx, Xxxxx 000
Xxxxxxxx, XX 00000
By: /s/ Xxxx X. Xxxxxx
------------------------
Name: Xxxx X. Xxxxxx
Title: President
HOMEFED RESOURCES CORPORATION
Address: 0000 Xxxxxx Xxxxx, Xxxxx 000
Xxxxxxxx, XX 00000
By: /s/ Xxxx X. Xxxxxx
------------------------
Name: Xxxx X. Xxxxxx
Title: President
HOMEFED COMMUNITIES, INC.
Address: 0000 Xxxxxx Xxxxx, Xxxxx 000
Xxxxxxxx, XX 00000
By: /s/ Xxxx X. Xxxxxx
------------------------
Name: Xxxx X. Xxxxxx
Title: President