COMMITMENT AND ACCEPTANCE
Exhibit 10.3
This Commitment and Acceptance (“Commitment and Acceptance”) dated as of October 21, 2005, is
entered into among the parties listed on the signature pages hereof. Capitalized terms used herein
and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement
(as defined below).
Preliminary Statements
Reference is made to the Credit Agreement dated as of September 20, 2005 (such agreement,
together with any amendments supplements or other modifications thereto from time to time,
collectively, the “Credit Agreement”) between Avatar Properties Inc., as Borrower (“Borrower”),
Avatar Holdings Inc., as Guarantor, Wachovia Bank, National Association as Administrative Agent and
Lender (“Agent”), Guaranty Bank as Syndication Agent and Lender, Wachovia Capital Markets, LLC, as
Lead Arranger and the other Lenders from time to time party thereto.
Pursuant to Section 2.02(i) of the Credit Agreement, Borrower has requested a Facility
Increase in the aggregate Commitment Amount from One Hundred Million Dollars ($100,000,000) to One
Hundred and Twenty Five Million Dollars ($125,000,000). Such increase in the Aggregate Commitment
is to become effective on October 21, 2005 (the “Increase Date”). In connection with such
requested increase in the Aggregate Commitment, Borrower, Agent and the Lenders hereby agree as
follows:
1. Lender’s Commitment. Effective as of the Increase Date, the aggregate Commitment
of the Lenders under the Credit Agreement shall be increased in the amount set forth opposite each
Lender’s name on Schedule A, attached hereto.
2. Representations of Borrower. Borrower hereby represents and warrants that, as of
the date hereof and after giving effect to the increase of the aggregate Commitment of the Lenders
on the Increase Date: (a) no event or condition shall have occurred and then be continuing which
constitutes a Default or Event of Default; and (b) the representations and warranties contained in
Article 4 of the Credit Agreement are true and correct in all material respects (except to the
extent any such representation or warranty is stated to relate solely to an earlier date).
4. Governing Law. This Commitment and Acceptance shall be governed by the laws of the
State of Florida.
[SIGNATURE PAGES TO FOLLOW]
IN WITNESS WHEREOF, the parties hereto have executed this Commitment and Acceptance by their duly
authorized officers as of the date first above written.
AGENT: |
||||
| WACHOVIA BANK, NATIONAL ASSOCIATION | ||||
BY:
|
/s/ Xxxxx X. Xxxxx
|
|||
| NAME: Xxxxx X. Xxxxx | ||||
| TITLE: Vice President | ||||
| LEAD ARRANGER: | ||||
| WACHOVIA CAPITAL MARKETS, LLC | ||||
BY:
|
/s/ Xxxxxxx Xxxxx | |||
| NAME: Xxxxxxx Xxxxx | ||||
| TITLE: Vice President | ||||
| SYNDICATION AGENT: | ||||
| GUARANTY BANK | ||||
BY:
|
/s/ Xxxxx Xxx | |||
| NAME: Xxxxx Xxx | ||||
| TITLE: Vice President | ||||
| LENDERS: | ||||
| WACHOVIA BANK, NATIONAL ASSOCIATION | ||||
BY:
|
/s/ Xxxxx X. Xxxxx | |||
| NAME: Xxxxx X. Xxxxx | ||||
| TITLE: Vice President | ||||
| GUARANTY BANK | ||||
BY:
|
/s/ Xxxxx Xxx | |||
| NAME: Xxxxx Xxx | ||||
| TITLE: Vice President | ||||
| FRANKLIN BANK, SSB, a Texas Savings Bank | ||||
BY:
|
/s/ Xxxx Xxxxxxx | |||
| NAME: Xxxx Xxxxxxx | ||||
| TITLE: Vice President | ||||
AGREED |
||||
BORROWER: |
||||
| AVATAR PROPERTIES INC., a Florida corporation | ||||
By:
|
/s/ Xxxxxx X. Xxxxxx
|
|||
| Xxxxxx X. Xxxxxx | ||||
| Executive Vice President | ||||
| JOINED IN BY GUARANTOR: | ||||
| AVATAR HOLDINGS INC., | ||||
| a Delaware corporation | ||||
By:
|
/s/ Xxxxxx X. Xxxxxx
|
|||
| Xxxxxx X. Xxxxxx | ||||
| Executive Vice President | ||||
SCHEDULE A
List of Lenders with Commitment Amounts
Lender
|
Increased Amount | Total Commitment | ||||||
Wachovia Bank, National Association:
|
$ | 18,000,000.00 | $ | 68,000,000.00 | ||||
Guaranty Bank:
|
$ | 4,500,000.00 | $ | 32,000,000.00 | ||||
Franklin Bank, SSB, a Texas savings bank:
|
$ | 2,500,000.00 | $ | 25,000,000.00 | ||||
