TAX ALLOCATION AGREEMENT
This agreement (the "Agreement") is made as of November 1, 2002, by and among HomeFed Corporation, a
Delaware corporation ("HomeFed"), CDS Holding Corporation, a Delaware corporation ("CDS Holding"),
CDS Devco, Inc., a California corporation ("CDS Devco"), San Elijo Ranch, Inc., a California corporation
("SERI"), HomeFed Communities, Inc., a California corporation ("HFC Communities"), and HomeFed
Resources Corporation, a California corporation ("HFC Resources" and, collectively, aside from HomeFed, the
"Subsidiaries," with each of the Subsidiaries being a "Subsidiary").
WHEREAS, HomeFed is the common parent of an affiliated group of corporations (the "HomeFed Group") filing
a consolidated federal income tax return;
WHEREAS, CDS Holding, CDS Devco, and SERI have been part of the HomeFed Group since October 22,
2002 and HFC Communities and HFC Resources have been part of the HomeFed Group since
WHEREAS, HomeFed and the Subsidiaries wish to provide for the allocation among them of the consolidated
Federal income tax liability and state or local income tax liabilities of the HomeFed Group and for certain related
NOW, THEREFORE, in consideration of the foregoing premises and of the mutual covenants contained herein,
the parties hereby agree as follows:
Section 1. DEFINITIONS
a. Except as otherwise provided herein, terms used in this Agreement shall have the meanings ascribed to them in,
and shall be interpreted in accordance with, the Code, and the regulations and rulings issued thereunder, as in
effect from time to time.
b. For purposes of this Agreement, the terms set forth below shall be defined as follows:
(1) "Code" means the Internal Revenue Code of 1986, as amended to the date hereof.
(2) "Consolidated Return" means a consolidated Federal income tax return and any returns of estimated Federal
income tax filed by the HomeFed Group which includes any of the Subsidiaries.
(3) "Consolidated Return Year" means