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”).
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”).
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 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 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:
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).
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).
TAX RECEIVABLE AGREEMENT AMONG FIVE POINT HOLDINGS, LLC, FIVE POINT OPERATING COMPANY, LLC AND THE PERSONS NAMED HEREIN Dated as of May 2, 2016Tax Receivable Agreement • April 7th, 2017 • Five Point Holdings, LLC • Real estate • Delaware
This TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of May 2, 2016, is hereby entered into by and among Five Point Holdings, LLC, a Delaware limited liability company f/k/a Newhall Holding Company, LLC (“Five Point”), Five Point Operating Company, LLC, a Delaware limited liability company formerly known as Newhall Intermediary Company LLC (the “Company”), and each of the parties listed on Schedule 1 hereto (the “Members,” together with each other Person who becomes a party hereto as permitted by Section 7.6, the “TRA Parties”).
DEVELOPMENT MANAGEMENT AGREEMENT (Hunters Point Shipyard Phase 1) July 2, 2016Development Management Agreement • April 7th, 2017 • Five Point Holdings, LLC • Real estate • California
This DEVELOPMENT MANAGEMENT AGREEMENT (HUNTERS POINT SHIPYARD PHASE 1) (as amended from time to time in accordance herewith, this “Agreement”) is made and entered into as of July 2, 2016 (the “Effective Date”), by and between HPS DEVELOPMENT CO., LP, a Delaware limited partnership (“HPS”), and The Newhall Land and Farming Company, 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:
AMENDED AND RESTATED VOTING AND STANDSTILL AGREEMENTVoting and Standstill Agreement • April 7th, 2017 • Five Point Holdings, LLC • Real estate
This AMENDED AND RESTATED VOTING AND STANDSTILL AGREEMENT (this “Agreement”), is made and entered into as of May 2, 2016, by and among Newhall Holding Company, LLC, a Delaware limited liability company to be renamed “Five Point Holdings, LLC” (the “Company”), Five Point Holdings, Inc., a Delaware corporation (“FPH”), and the persons named on Exhibit A hereto (each an “Investor” and collectively, the “Investors”). Each of the Company, FPH and the Investors is referred to herein as a “Party” and, collectively, as the “Parties.” Capitalized terms used and not defined herein shall have their respective meanings set forth in the Contribution and Sale Agreement (as defined below).
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • April 7th, 2017 • Five Point Holdings, LLC • Real estate • Delaware
This INVESTOR RIGHTS AGREEMENT (this “Agreement”) is entered into as of May 2, 2016, by and among Newhall Holding Company, LLC, a Delaware limited liability company to be renamed “Five Point Holdings, LLC” (the “Company”), and the persons named on Exhibit A hereto under the heading “Investors” (collectively, the “Investors”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in Article I.
MANAGEMENT AGREEMENT (Treasure Island) July 2, 2016Management Agreement • April 7th, 2017 • Five Point Holdings, LLC • Real estate • California
This MANAGEMENT AGREEMENT (TREASURE ISLAND) (as amended from time to time in accordance herewith, this “Agreement”) is made and entered into as of July 2, 2016 (the “Effective Date”), by and between Treasure Island Holdings, LLC, a Delaware limited liability company (“TIH”), and The Newhall Land and Farming Company, 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:
Recorder’s Stamp FIRST AMENDMENT TO DISPOSITION AND DEVELOPMENT AGREEMENT (Candlestick Point and Phase 2 of the Hunters Point Shipyard)Disposition and Development Agreement • April 7th, 2017 • Five Point Holdings, LLC • Real estate • California
This FIRST AMENDMENT TO DISPOSITION AND DEVELOPMENT AGREEMENT (CANDLESTICK POINT AND PHASE 2 OF THE HUNTERS POINT SHIPYARD) (this “First Amendment”), dated as of December 19, 2012 (the “First Amendment Reference 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, corporate and politic (the “Agency”), and CP DEVELOPMENT CO., LP, a Delaware limited partnership (“Developer”), with reference to the following facts and circumstances:
AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 7th, 2017 • Five Point Holdings, LLC • Real estate • Delaware
AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT, dated as of April 3, 2017 (this “Agreement”), by and between FIVE POINT HOLDINGS, LLC, a Delaware limited liability company f/k/a Newhall Holding Company (the “Company”), FIVE POINT OPERATING COMPANY, LLC, a Delaware limited liability company f/k/a Newhall Intelluediary Holding Company, LLC (“Opco”), LENFIVE, LLC, a Delaware limited liability company (“LenFive”), and LENNAR HOMES OF CALIFORNIA, INC., a California corporation (“Lennar CA” and, together with LenFive, the “Lennar Entities”). The Company, Opco and the Lennar Entities are each referred to herein as a “Party” and, collectively, as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Second Amended and Restated Contribution Agreement, dated as of July 2, 2015, and amended and restated as of May 2, 2016 (the “Contribution Agreement”).
SECOND AMENDED AND RESTATED OPERATING AGREEMENT OF THE SHIPYARD COMMUNITIES, LLC a Delaware limited liability companyOperating Agreement • April 7th, 2017 • Five Point Holdings, LLC • Real estate • Delaware
THIS SECOND AMENDED AND RESTATED OPERATING AGREEMENT (THIS “AGREEMENT”) OF THE SHIPYARD COMMUNITIES, LLC, dated as of May 2, 2016 (the “Effective Date”), is entered into by and among FIVE POINT OPERATING COMPANY, LLC, a Delaware limited liability company f/k/a Newhall Intermediary Holding Company, LLC (the “Operating Company”), FIVE POINT HOLDINGS, LLC, a Delaware limited liability company f/k/a Newhall Holding Company, LLC (the “Parent”), UST LENNAR HW SCALA SF JOINT VENTURE, a Delaware general partnership (“Lennar”), and HPSCP OPPORTUNITIES, L.P., a Delaware limited partnership (“HPSCP” and, together with the Operating Company and Lennar, each a “Member” and collectively, the “Members”).
GUARANTY AGREEMENT (Development Management Agreement – Candlestick Point Mixed- Use Project)Guaranty Agreement • April 7th, 2017 • Five Point Holdings, LLC • Real estate • California
This GUARANTY AGREEMENT (Development Management Agreement – Candlestick Point Mixed-Use Project) (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 CPHP DEVELOPMENT, LLC, a Delaware limited liability company (“CPHP”). 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).
TRANSITION SERVICES AGREEMENTTransition Services Agreement • April 7th, 2017 • Five Point Holdings, LLC • Real estate • California
THIS TRANSITION SERVICES AGREEMENT (this “Agreement”), effective as of May 2, 2016 (the “Effective Date”), is entered into by and among LENNAR HOMES OF CALIFORNIA, INC., a California corporation (together with its Affiliates, “Lennar CA”), and FIVE POINT OPERATING COMPANY, LLC, a Delaware limited liability company (formerly known as Newhall Intermediary Holding Company, LLC) (“Five Point”; each of Lennar CA and Five Point is sometimes referred to herein, individually, as a “Party,” and, collectively, as the “Parties”).
GUARANTY AGREEMENT (Hunters Point Shipyard Phase 1)Guaranty Agreement • April 7th, 2017 • Five Point Holdings, LLC • Real estate • California
This GUARANTY AGREEMENT (Hunters Point Shipyard Phase 1) (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 HPS DEVELOPMENT CO., LP, a Delaware limited partnership (“HPS”). 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).
Recorder’s Stamp SECOND AMENDMENT TO DISPOSITION AND DEVELOPMENT AGREEMENT (Candlestick Point and Phase 2 of the Hunters Point Shipyard)Disposition and Development Agreement • April 7th, 2017 • Five Point Holdings, LLC • Real estate • California
This SECOND AMENDMENT TO DISPOSITION AND DEVELOPMENT AGREEMENT (CANDLESTICK POINT AND PHASE 2 OF THE HUNTERS POINT SHIPYARD) (this “Second Amendment”), dated as of December 1, 2014 (the “Second Amendment Reference 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., LP, a Delaware limited partnership (“Developer”), with reference to the following facts and circumstances:
DISPOSITION AND DEVELOPMENT AGREEMENT (CANDLESTICK POINT AND PHASE 2 OF THE HUNTERS POINT SHIPYARD) by and between REDEVELOPMENT AGENCY OF THE CITY AND COUNTY OF SAN FRANCISCO, a public body, corporate and politic, of the State of California and CP...Disposition and Development Agreement • April 7th, 2017 • Five Point Holdings, LLC • Real estate • California
This DISPOSITION AND DEVELOPMENT AGREEMENT (CANDLESTICK POINT AND PHASE 2 OF THE HUNTERS POINT SHIPYARD) (including all Exhibits and as amended from time to time, this “DDA”) dated for reference purposes only as of June 3, 2010 (the “Reference Date”), is made by and between Developer and the Agency. The terms defined in Exhibit B that are used in this DDA have the meanings given to them in Exhibit B.
REGISTRATION RIGHTS AGREEMENT BY AND AMONG FIVE POINT HOLDINGS, LLC AND THE HOLDERS NAMED HEREIN DATED: May 2, 2016Registration Rights Agreement • April 7th, 2017 • Five Point Holdings, LLC • Real estate • Delaware
This Registration Rights Agreement (this “Agreement”) is entered into as of May 2, 2016, and effective as of the Effective Date (as defined below), by and among Five Point Holdings, LLC, a Delaware limited liability company f/k/a Newhall Holding Company, LLC (the “Company”), and the persons named on Exhibit A hereto (collectively with any Assignee pursuant to Section 15 hereof, the “Holders”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in Section 1.
DEVELOPMENT MANAGEMENT AGREEMENT (Candlestick Point Mixed-Use Project) July 2, 2016Development Management Agreement • April 7th, 2017 • Five Point Holdings, LLC • Real estate • California
This DEVELOPMENT MANAGEMENT AGREEMENT (CANDLESTICK POINT MIXED-USE PROJECT) (as amended from time to time in accordance herewith, this “Agreement”) is made and entered into as of July 2, 2016 (the “Effective Date”), by and between CPHP Development, LLC, a Delaware limited liability company (“CPHP”), and The Newhall Land and Farming Company, 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:
