Exhibit 10.6 to
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Form 8-K
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AMENDED AND RESTATED TERM NOTE
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$10,000,000.00 Carlsbad, CA
Dated as of October 9, 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) TEN MILLION DOLLARS
($10,000,000.00) 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
earlier of February 28, 2007 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
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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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