Exhibit 10.25
LEUCADIA FINANCIAL CORPORATION
529 EAST SOUTH TEMPLE
SALT LAKE CITY, UTAH 84102
AMENDED AND RESTATED LINE LETTER
--------------------------------
Dated as of March 1, 2002
HomeFed Corporation
1903 Wright Place
Suite 220
Carlsbad, CA 92008
Ladies and Gentlemen:
Leucadia Financial Corporation ("Leucadia") hereby confirms that it is
holding available for HomeFed Corporation, a Delaware corporation (the
"Company"), subject to the restrictions outlined below and in the Term Note (as
defined below), a line of credit for the purpose of funding proposed business
projects, (i) which projects are satisfactory to and have been approved in
advance in writing by Leucadia in its sole discretion, and (ii) for which
Company has submitted to Leucadia business plans, projections, and any other
documentation reasonably requested by Leucadia. So long as said line is not
cancelled as hereinafter provided, credit shall be available, from the date
hereof, in the amount of $3,000,000.00. Any drawing by you hereunder shall only
be made in writing signed by your President, Paul J. Borden, or your
Controller, Erin N. Ruhe. Such draw shall be mailed to us at the address
written above, attention: Corinne A. Maki, or sent by facsimile to us at
801-524-1761, attention: Corinne A. Maki, no later than 10:00 A.M. (Salt Lake
City time) on the date of such draw. Any requests received after such time will
be considered to have been made on the following date.
Any loans made by Leucadia under this line of credit shall be
evidenced by the Company's term note substantially in the form of Exhibit A
attached hereto (the "Term Note"), executed by a duly authorized officer of the
Company, which shall represent the Company's obligation to pay the principal
amount of $3,000,000.00 or, if greater or less, the aggregate unpaid principal
amount of all loans made by Leucadia under this line of credit, with interest
thereon. The date and amount of any borrowing from Leucadia under this line of
credit and each payment of principal in respect thereof shall be (i) endorsed by
Leucadia at the date thereof on the schedule annexed to and made a part of the
Term Note, which endorsement shall constitute a part of the Term Note, or (ii)
recorded on the books and records of Leucadia (provided such entries shall be
endorsed on the schedule annexed thereto prior to any negotiation thereof). Any
endorsement on the schedule annexed hereto or record of borrowing or payment of
principal on the books and records of Leucadia, in either case, shall constitute
prima facie evidence of the accuracy of the information endorsed or recorded, as
the case may be. As set forth therein, the Term Note shall bear interest (based
upon the principal amount then outstanding) at a rate per annum equal to ten
percent (10.00%) (calculated on the basis of a 360 day year for the actual
number of days elapsed). The Term Note may be prepaid, in whole or in part, at
any time without premium or penalty.
The Company agrees to pay to Leucadia a quarterly commitment fee in an
amount equal to the average of the daily excess of $3,000,000.00 over the
aggregate principal amount of loans outstanding multiplied by 0.375% per annum,
calculated on the basis of a 360 day year for the actual number of days elapsed,
payable quarterly in arrears on March 31, June 30, September 30 and December 31
of any year, commencing on March 31, 2001 and ending on the Expiration Date.
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This credit facility will remain available until February 28, 2007
unless earlier terminated by: (i) written notice of cancellation by the Company,
effective as of the date specified in the notice; (ii) written notice of
cancellation by Leucadia after the occurrence of an Event of Default as defined
in the Term Note, effective as of the date specified in the notice; or (iii)
written notice of cancellation by Leucadia given no later than November 15 in
any calendar year for termination effective February 28 of the following
calendar year (such effective date of termination being the "Expiration Date").
No other document shall evidence the indebtedness to Leucadia which may be
created pursuant to the terms of this Line Letter, other than the Term Note.
This Line Letter shall be governed by, construed and interpreted in
accordance with the laws of the State of New York.
Very truly yours,
LEUCADIA FINANCIAL CORPORATION
By: /s/ Joseph A. Orlando
-----------------------------
Name: Joseph A. Orlando
Title: Vice President
Agreed and Accepted as of
March 1, 2002.
HOMEFED CORPORATION
By:/s/ Paul J. Borden
----------------------
Name: Paul J. Borden
Title: President
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Exhibit A
AMENDED AND RESTATED TERM NOTE
------------------------------
$3,000,000.00 Carlsbad, CA
Dated as of March 1, 2002
FOR VALUE RECEIVED, the undersigned, HomeFed Corporation, a Delaware
corporation (the "Company"), hereby unconditionally promises to pay to the order
of Leucadia Financial Corporation, a Utah corporation ("Leucadia"), at c/o
Leucadia National Corporation, 315 Park Avenue South, New York, New York 10010,
on the Maturity Date (as defined below) and in the manner set forth below, in
lawful money of the United States of America and in immediately available funds,
the principal amount of (a) THREE MILLION DOLLARS ($3,000,000.00) or (b) if
greater or less, the aggregate unpaid principal amount of all loans made by
Leucadia to the Company pursuant to the Line Letter hereinafter referred to. The
Company further agrees to pay interest in like money on the unpaid principal
amount hereof from time to time outstanding, until paid in full (both before and
after judgment), at a rate per annum equal to ten percent (10.00%) (calculated
on the basis of a 360 day year for the actual number of days elapsed). Interest
shall be payable quarterly in arrears on each March 31, June 30, September 30
and December 31, commencing on March 31, 2002, and shall accrue on all unpaid
principal amounts and will be payable in the manner set forth in this Note. The
holder of this Note is authorized to (i) endorse the date and amount of each
loan pursuant to the Line Letter and each principal payment with respect thereto
on the schedule annexed hereto and made a part hereof, or (ii) record on its
books and records each loan pursuant to the Line Letter and each principal
payment with respect thereto (provided such entries shall be endorsed on the
schedule annexed hereto prior to any negotiation hereof), which endorsement or
entry on the books and records of the holder hereof shall constitute prima facie
evidence of the accuracy of the information endorsed or recorded, as the case
may be.
This Note is the Term Note referred to in the Line Letter dated of
even date herewith from Leucadia to the Company and is entitled to the benefits
and obligations thereof. Principal and interest due on this Note shall be
payable at the Maturity Date. The "Maturity Date" of this note shall be the
later of March 3, 2003 and the Expiration Date (as defined in the Line Letter).
This Note may be prepaid in whole or in part, at any time without premium or
penalty, but with interest on the amount prepaid.
Upon the happening of an Event of Default (as defined below) Leucadia
may declare the entire unpaid balance of the amount owed by the Company under
this Note, together with all accrued and unpaid interest, to be immediately due
and payable. An "Event of Default" shall mean the commencement by or against the
Company of any proceeding under any applicable bankruptcy, insolvency,
reorganization or other similar law seeking to adjudicate the Company bankrupt
or insolvent, or seeking liquidation, winding-up, reorganization, arrangement,
adjustment, protection, relief or composition of the Company or its debts, or
seeking the entry of an order for relief or the appointment of a receiver,
liquidator, assignee, trustee, sequestrator, agent or custodian (or other
similar official) for it or any substantial part of its property, and relief
against it is ordered in such proceeding or in the event the appointment or
petition is not contested by the Company.
The Company, for itself and all other persons who now are or who may
become liable for the payment of all or any part of the obligations evidenced by
this Note, jointly, severally and irrevocably, hereby waive presentment for
payment, demand, protest, notice of protest, notice of dishonor and any and all
other notices and demands whatsoever.
This Note shall be governed by, construed and interpreted in
accordance with the laws of the State of New York.
HOMEFED CORPORATION
By:/s/ Paul J Borden
-----------------------------------
Name: Paul J. Borden
Title: President
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SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL
UNDER THE TERM NOTE
ISSUED TO
LEUCADIA FINANCIAL CORPORATION
BY
HOMEFED CORPORATION
Amount Amount Unpaid
of Of Principal Notation
Date Loan Principal Paid Balance Made By
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AMENDED AND RESTATED TERM NOTE
------------------------------
$3,000,000.00 Carlsbad, CA
Dated as of March 1, 2002
FOR VALUE RECEIVED, the undersigned, HomeFed Corporation, a
Delaware corporation (the "Company"), hereby unconditionally promises to pay to
the order of Leucadia Financial Corporation, a Utah corporation ("Leucadia"), at
c/o Leucadia National Corporation, 315 Park Avenue South, New York, New York
10010, on the Maturity Date (as defined below) and in the manner set forth
below, in lawful money of the United States of America and in immediately
available funds, the principal amount of (a) THREE MILLION DOLLARS
($3,000,000.00) or (b) if greater or less, the aggregate unpaid principal amount
of all loans made by Leucadia to the Company pursuant to the Line Letter
hereinafter referred to. The Company further agrees to pay interest in like
money on the unpaid principal amount hereof from time to time outstanding, until
paid in full (both before and after judgment), at a rate per annum equal to ten
percent (10.00%) (calculated on the basis of a 360 day year for the actual
number of days elapsed). Interest shall be payable quarterly in arrears on each
March 31, June 30, September 30 and December 31, commencing on March 31, 2002,
and shall accrue on all unpaid principal amounts and will be payable in the
manner set forth in this Note. The holder of this Note is authorized to (i)
endorse the date and amount of each loan pursuant to the Line Letter and each
principal payment with respect thereto on the schedule annexed hereto and made a
part hereof, or (ii) record on its books and records each loan pursuant to the
Line Letter and each principal payment with respect thereto (provided such
entries shall be endorsed on the schedule annexed hereto prior to any
negotiation hereof), which endorsement or entry on the books and records of the
holder hereof shall constitute prima facie evidence of the accuracy of the
information endorsed or recorded, as the case may be.
This Note is the Term Note referred to in the Line Letter dated of
even date herewith from Leucadia to the Company and is entitled to the benefits
and obligations thereof. Principal and interest due on this Note shall be
payable at the Maturity Date. The "Maturity Date" of this note shall be the
later of March 3, 2003 and the Expiration Date (as defined in the Line Letter).
This Note may be prepaid in whole or in part, at any time without premium or
penalty, but with interest on the amount prepaid.
Upon the happening of an Event of Default (as defined below) Leucadia
may declare the entire unpaid balance of the amount owed by the Company under
this Note, together with all accrued and unpaid interest, to be immediately due
and payable. An "Event of Default" shall mean the commencement by or against the
Company of any proceeding under any applicable bankruptcy, insolvency,
reorganization or other similar law seeking to adjudicate the Company bankrupt
or insolvent, or seeking liquidation, winding-up, reorganization, arrangement,
adjustment, protection, relief or composition of the Company or its debts, or
seeking the entry of an order for relief or the appointment of a receiver,
liquidator, assignee, trustee, sequestrator, agent or custodian (or other
similar official) for it or any substantial part of its property, and relief
against it is ordered in such proceeding or in the event the appointment or
petition is not contested by the Company.
The Company, for itself and all other persons who now are or who may
become liable for the payment of all or any part of the obligations evidenced by
this Note, jointly, severally and irrevocably, hereby waive presentment for
payment, demand, protest, notice of protest, notice of dishonor and any and all
other notices and demands whatsoever.
This Note shall be governed by, construed and interpreted in
accordance with the laws of the State of New York.
HOMEFED CORPORATION
By: /s/ Paul J. Borden
---------------------------
Name: Paul J. Borden
Title: President
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SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL
UNDER THE TERM NOTE
ISSUED TO
LEUCADIA FINANCIAL CORPORATION
BY
HOMEFED CORPORATION
Amount Amount Unpaid
of Of Principal Notation
Date Loan Principal Paid Balance Made By
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