FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
EXHIBIT 10.2
FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
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 XX XX, 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).
W I T N E S S E T H:
WHEREAS, LenFive, LLC, a Delaware limited liability company (“Lennar”), transferred its Legacy Interests (the “Transfer”) in the Company to Lennar Homes of California LLC (“LHC”), effective as of November 2, 2022 (the “Effective Date”), pursuant to Section 11.2 of the Company’s Fourth Amended and Restated Limited Liability Company Agreement, dated as of April 21, 2017 (the “Operating Agreement”);
WHEREAS, pursuant to Section 11.7(c) of the Operating Agreement, allocations of Profit, Loss and Distributions to LHC will commence as of December 1, 2022;
WHEREAS, Lennar previously provided the other Members with notice of the transfer in accordance with Section 11.2 of the Operating Agreement as well as a copy of an executed Assignment and Assumption Agreement by and between Lennar and LHC in accordance with Section 11.3(b) of the Operating Agreement;
WHEREAS, Section 11.7(b) of the Operating Agreement requires that the Operating Agreement be amended and/or restated in order to reflect the Transfer and the admission of LHC as a substitute Member in place of Lennar; and
WHEREAS, the Voting Members desire to amend the Operating Agreement to reflect the Transfer and the admission of LHC as a substitute Member.
NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained, and for other good and valuable consideration, the Voting Members hereby amend the Operating Agreement, as of the Effective Date, as follows:
1.Changes to Definitions. As used in the Operating Agreement, "Lennar" shall now mean Lennar Homes of California LLC, a California limited liability company.
2.Exhibit A – Membership Interests. Exhibit A of the Operating Agreement is hereby amended and restated as set forth on Exhibit A hereto.
3.Exhibit B – Notices. Exhibit B of the Operating Agreement is hereby amended and restated as set forth on Exhibit B hereto.
4.Amendment. Except as modified by this Amendment, the Operating Agreement remains unmodified and in full force and effect.
5.Counterparts. This Amendment may be executed in one or more counterparts by some or all of the Voting Members and (i) each such counterpart shall be considered an original, and all of which together shall constitute a single agreement, (ii) the exchange of executed copies of this Amendment by facsimile or email transmission (e.g., Portable Document Format (PDF) or DocuSign) or other shall constitute effective execution and delivery of this Amendment as to the parties for all purposes, and (iii) signatures of the parties transmitted by facsimile or email transmission shall be deemed to be their original signatures for all purposes hereunder.
[signatures follow on next page]
IN WITNESS WHEREOF, the Voting Members have executed this Amendment as of the date first above written.
FIVE POINT:
FIVE POINT HERITAGE FIELDS, LLC, a Delaware limited liability company
By: Five Point Operating Company, LP, its sole member
By: /s/ Xxxxxx Xxxxxxx
Name: Xxxxxx Xxxxxxx
Title: Chief Executive Officer
Name: Xxxxxx Xxxxxxx
Title: Chief Executive Officer
CO-INVESTOR:
HERITAGE FIELDS CAPITAL CO-INVESTOR MEMBER, LLC, a Delaware limited liability company
By: /s/ Xxxx Xxxxxx
Name: Xxxx Xxxxxx
Title:
Name: Xxxx Xxxxxx
Title:
MSD:
MSD HERITAGE FIELDS, LLC, a Delaware limited liability company
By: /s/ Xxxx Xxxxxxx
Name: Xxxx Xxxxxxx
Title: Vice President
Name: Xxxx Xxxxxxx
Title: Vice President
LNR:
LNR XX XX, LLC, a California limited liability company
By: /s/ Xxx Xxxxxxxxxx
Name: Xxx Xxxxxxxxxx
Title: Senior Vice President
Name: Xxx Xxxxxxxxxx
Title: Senior Vice President
[Signature Page to First Amendment to Fourth Amended and Restated Limited Liability Company Agreement of Heritage Fields LLC]
EXHIBIT A
MEMBERS’ NAMES, PERCENTAGE INTERESTS AND CONTRIBUTION PERCENTAGES
(As of the Effective Date)
(As of the Effective Date)
| Member | Percentage Interest | Legacy Interest | Contribution Percentage | ||||||||
| FPC-HF Venture I, LLC | -- | 12.5% | -- | ||||||||
| MSD Heritage Fields, LLC | 12.5% | 12.5% | 12.5% | ||||||||
| Heritage Fields Capital Co-Investor Member LLC | 37.5% | 37.5% | 37.5% | ||||||||
| LNR XX XX, LLC | 12.5% | 12.5% | 12.5% | ||||||||
| Lennar Homes of California LLC | -- | 25% | -- | ||||||||
| Five Point Heritage Fields, LLC | 37.5% | -- | 37.5% | ||||||||
EXHIBIT B
ADDRESSES FOR NOTICES
If to Five Point:
Five Point Heritage Fields, LLC
2000 FivePoint, 4th Floor
Irvine, CA 92618
Attn: Legal Notices
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
email: xxxx.xxxxxxxx@xxxxxxxxx.xxx
2000 FivePoint, 4th Floor
Irvine, CA 92618
Attn: Legal Notices
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
email: xxxx.xxxxxxxx@xxxxxxxxx.xxx
If to FPC-HF:
Five Point Communities, LP
2000 FivePoint, 4th Floor
Irvine, CA 92618
Attn: Xxxxxxx Xxxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
email: xxxx.xxxxxxxx@xxxxxxxxx.xxx
2000 FivePoint, 4th Floor
Irvine, CA 92618
Attn: Xxxxxxx Xxxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
email: xxxx.xxxxxxxx@xxxxxxxxx.xxx
and:
HFET Opportunities, LLC
0000 Xxxxx Xxxxx Xxxxxx
00 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Attn: General Counsel
Facsimile: (000) 000-0000
email: xxxxxxx@xxxxxxxxxx.xxx
0000 Xxxxx Xxxxx Xxxxxx
00 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Attn: General Counsel
Facsimile: (000) 000-0000
email: xxxxxxx@xxxxxxxxxx.xxx
with a copy (which shall not constitute notice) to:
HFET Opportunities, LLC
0000 Xxxxx Xxxxx Xxxxxx
00 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Attn: Xxxx Xxxxxx
Facsimile: (000) 000-0000
email: xxxx.xxxxxx@xxxxxxxxxx.xxx
0000 Xxxxx Xxxxx Xxxxxx
00 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Attn: Xxxx Xxxxxx
Facsimile: (000) 000-0000
email: xxxx.xxxxxx@xxxxxxxxxx.xxx
If to Co-Investor:
Heritage Fields Capital Co-Investor Member LLC
c/o Rockpoint Group, L.L.C.
Woodlawn Hall at Old Parkland
0000 xxxxx Xxxxxx, Xxxxx 000
Dallas, TX 75219
Attn: General Counsel
Telephone: (000) 000-0000
Facsimile: (972) 934-833
If to MSD:
MSD Heritage Fields, LLC
c/o MSD Partners, L.P.
Xxx Xxxxxxxxxx Xxxxxx, 00xx Floor
New York, New York 10017
Attention: Xxxxxxxx Xxxxxxx, Chief Corporate Counsel
with a copy to:
MSD Capital, L.P.
000 Xxxxxxxx Xxxxxxxxx, Xxxxx 0000
Santa Monica, CA 90401
Attn: Xxxx Xxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
If to Lennar:
Lennar Homes of California LLC
c/o Lennar Corporation
2000 FivePoint, 3rd Floor
Irvine, CA 92618
Attn: Xxx Xxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
with a copy to:
Lennar Homes of California LLC
c/o Lennar Corporation
0000 Xxxx Xxxxxx Xxxxx
Miami, FL 33126
Attn: Xxxx Xxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
If to LNR:
c/o IX LNR XX XX HOLDINGS, L.L.C.
000 Xxxx Xxxxxx Xxxxxx
Greenwich, CT 06830
Attn: Xxxxx Xxxxxxx, Esq.
with a copy to:
LNR XX XX, LLC
c/o Starwood Capital Group Global, LLC
000 Xxxx Xxxxxx, Xxxxx 0000
San Francisco, CA 94111
Attn: Xxxxxx Xxxxxxxxxx
