CREDIT AGREEMENT Dated as of April 18, 2017 among FIVE POINT OPERATING COMPANY, LLC, as the Borrower, ZB, N.A. dba CALIFORNIA BANK & TRUST, as Administrative Agent and L/C Issuer, and The Lenders Party Hereto ZB, N.A. dba CALIFORNIA BANK & TRUST, as...Credit Agreement • April 24th, 2017 • Five Point Holdings, LLC • Real estate • California
This CREDIT AGREEMENT is entered into as of April 18, 2017, among FIVE POINT OPERATING COMPANY, LLC, a Delaware limited liability company (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and ZB, N.A. dba CALIFORNIA BANK & TRUST, as Administrative Agent and L/C Issuer.
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF FIVE POINT HOLDINGS, LLCLimited Liability Company Agreement • April 24th, 2017 • Five Point Holdings, LLC • Real estate • Delaware
This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF FIVE POINT HOLDINGS, LLC, is dated as of , 2017. Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed thereto in Section 1.1.
HERITAGE FIELDS LLC, a Delaware limited liability company FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT DATED AS OF APRIL 21, 2017Limited Liability Company Agreement • April 24th, 2017 • Five Point Holdings, LLC • Real estate • New York
FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF HERITAGE FIELDS LLC (as amended and/or restated from time to time in accordance with the terms hereof, this “Agreement”) dated as of April 21, 2017 (the “Effective Date”), 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”), LENFIVE, LLC, a Delaware limited liability company (“Lennar”), LNR HF II, LLC, a California limited liability company (“LNR”), and FPC-HF VENTURE I, LLC, a Delaware limited liability company (“FPC-HF”). Capitalized terms herein have the respective meanings set forth in Section 1.1.
FIRST AMENDMENT TO DEVELOPMENT MANAGEMENT AGREEMENT (Concord Naval Weapons Station)Development Management Agreement • April 24th, 2017 • Five Point Holdings, LLC • Real estate • California
THIS FIRST AMENDMENT TO DEVELOPMENT MANAGEMENT AGREEMENT (CONCORD NAVAL WEAPONS STATION) (this “Amendment”), dated as of April 13, 2017, is made by and between LENNAR CONCORD, LLC, a Delaware limited liability company (“Lennar Concord”), and TSC MANAGEMENT CO., LLC, a Delaware limited liability company (“Manager”). Lennar Concord and Manager are sometimes referred to herein, individually, as a “Party” and, collectively, as the “Parties”.
Five Point Holdings, LLC [●] Class A Common Shares1 Underwriting AgreementUnderwriting Agreement • April 24th, 2017 • Five Point Holdings, LLC • Real estate • New York
Five Point Holdings, LLC, a limited liability company organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, [●] Class A common shares (“Class A Shares”) of the Company (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to [●] additional Class A Shares to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term “Representatives” as used
FIVE POINT HOLDINGS, LLC RESTRICTED SHARE UNIT AGREEMENTRestricted Share Unit Agreement • April 24th, 2017 • Five Point Holdings, LLC • Real estate • Delaware
This Restricted Share Unit Agreement (this “Agreement”) is made and entered into as of the date of grant set forth below (the “Date of Grant”) by and between Five Point Holdings, LLC, a Delaware limited liability company (the “Company”), and the individual named below (the “Grantee”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Five Point Holdings, LLC 2016 Incentive Award Plan (the “Plan”). Where the context permits, references to the Company shall include any successor to the Company.
FIVE POINT HOLDINGS, LLC RESTRICTED SHARE AGREEMENTRestricted Share Agreement • April 24th, 2017 • Five Point Holdings, LLC • Real estate • Delaware
This Restricted Share Agreement (this “Agreement”) is made and entered into as of the date of grant set forth below (the “Date of Grant”) by and between Five Point Holdings, LLC, a Delaware limited liability company (the “Company”), and the individual named below (the “Grantee”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Five Point Holdings, LLC 2016 Incentive Award Plan (the “Plan”). Where the context permits, references to the Company shall include any successor to the Company.
SECOND AMENDED AND RESTATED DEVELOPMENT MANAGEMENT AGREEMENT Dated as of April 21, 2017 Property: Heritage Fields, City of Irvine, Orange County, CaliforniaDevelopment Management Agreement • April 24th, 2017 • Five Point Holdings, LLC • Real estate • Delaware
THIS SECOND AMENDED AND RESTATED DEVELOPMENT MANAGEMENT AGREEMENT made effective as of April 21, 2017 (the “Effective Date”), by and among HERITAGE FIELDS EL TORO, LLC, a Delaware limited liability company (“Owner”), FIVE POINT COMMUNITIES MANAGEMENT, INC., a Delaware corporation (“Manager”), for the purpose of Section 4.8 only, FIVE POINT OPERATING COMPANY, LLC, a Delaware limited liability company (the “Operating Company”) and, for the purpose of Sections 4.7 and 4.8 only, FIVE POINT COMMUNITIES, LP, a Delaware limited partnership (the “Manager Partnership”). Manager and Owner are sometimes referred to each as a “Party” and collectively as the “Parties.”
GUARANTY AGREEMENT (Concord Naval Weapons Station)Guaranty Agreement • April 24th, 2017 • Five Point Holdings, LLC • Real estate • California
This GUARANTY AGREEMENT (Concord Naval Weapons Station) (this “Guaranty”), dated as of April 13, 2017 (the “Effective Date”), is given by LENNAR CORPORATION, a Delaware corporation (the “Guarantor”), in favor of TSC MANAGEMENT CO., LLC, a Delaware limited liability company (“Manager”). 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).
ENTITLEMENT TRANSFER AGREEMENTEntitlement Transfer Agreement • April 24th, 2017 • Five Point Holdings, LLC • Real estate • California
This ENTITLEMENT TRANSFER AGREEMENT (as amended from time to time in accordance herewith, this “Agreement”) is made as of December 6, 2016 (the “Effective Date”) by and between CPHP Development Co., LLC, a Delaware limited liability company (“CPHP”), and The Shipyard Communities, LLC, a Delaware limited liability company (“TSC”).
