Exhibit 10.24
AMENDMENT
to the
ADMINISTRATIVE SERVICES AGREEMENT
THIS AMENDMENT NO. 7 dated as of December 31, 2004 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 3 of the Agreement:
"3. Compensation. As compensation for the services provided
under this Agreement, Leucadia shall be paid at an annual rate of $180,000,
payable monthly in installments of $15,000 on the first day of each month, plus
any additional amounts that may be agreed upon by HomeFed and Leucadia."
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, 2005 and thereafter for successive annual periods
ending on December 31 of any year; provided, however that (i) Leucadia shall
have the right to terminate this Agreement by giving to HomeFed not less than
one year's prior notice, in which event this Agreement will continue in effect
at the rate of compensation in effect at the time the notice of termination is
given by Leucadia, until the December 31 at the expiration of such one year
notice, unless earlier terminated by HomeFed and (ii) HomeFed shall have the
right to terminate this Agreement, without restriction or penalty, upon 30 days
prior written notice to Leucadia. In all events, the provisions of Section 7.
"Indemnification" shall survive the termination of this Agreement."
In all other respects, the Agreement shall remain unchanged.
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
