THIRD AMENDMENT TO CREDIT AGREEMENT
EXHIBIT
10.1
EXECUTION
VERSION
THIRD
AMENDMENT TO CREDIT AGREEMENT
THIS
THIRD AMENDMENT TO CREDIT AGREEMENT (herein called this "Amendment")
is
made effective as of September 14, 2007, by and between BEAZER MORTGAGE
CORPORATION, a Delaware corporation ("Borrower"),
the
lenders identified on the signature pages hereof (individually referred to
herein as a "Lender"
and
collectively as the "Lenders"),
and
GUARANTY BANK, as administrative and collateral agent for the Lenders
("Agent").
W
I T N E
S S E T H:
WHEREAS,
Borrower, Agent and Lenders have entered into that certain Credit Agreement,
dated as of January 11, 2006, as amended by that certain First Amendment to
Credit Agreement, dated as of December 29, 2006, and as further amended by
that
certain Second Amendment to Credit Agreement dated as of February 7, 2007 (as
the same may be further amended, restated, supplemented or otherwise modified
from time to time, the "Credit
Agreement"),
for
the purposes and consideration therein expressed; and
WHEREAS,
Borrower has requested that each of the Lenders party to the Credit Agreement
immediately prior to the effectiveness of this Amendment (other than Guaranty
Bank) (collectively, the "Assigning
Lenders")
sell
and assign to Guaranty Bank, as a Lender (the "Assignee"),
all
of its rights and obligations as a Lender under the Credit Agreement and any
other Loan Document pursuant to the terms and conditions of a certain Assignment
and Assumption, dated as of September 14, 2007, executed by each of the
Assigning Lenders and the Assignee (the "Assignment
and Assumption");
and
WHEREAS,
Borrower has requested that the Agent and the Lenders waive the items listed
on
Schedule 1 hereto, which may or may not constitute Defaults or Events of Default
under the Credit Agreement (the "Specified
Possible Defaults");
and
WHEREAS,
(A) the Assigning Lenders and the Assignee have agreed to execute and deliver
the Assignment and Assumption, and (B) the Agent and Lenders have agreed to
(i)
waive the Specified Possible Defaults and (ii) amend the Credit Agreement for
the purpose of reducing the Total Commitments and for certain other purposes
as
provided herein upon the terms and conditions set forth herein;
NOW,
THEREFORE, in consideration of the premises and the mutual covenants and
agreements contained herein and in the Credit Agreement, in consideration of
the
Loans which may hereafter be made by Lenders to Borrower, and for other good
and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto do hereby agree as follows:
ARTICLE
I
Definitions
and References
1.1 Terms
Defined in the Credit Agreement.
Unless
the context otherwise requires or unless otherwise expressly defined herein,
the
terms defined in the Credit Agreement shall have the same meanings whenever
used
in this Amendment.
ARTICLE
II
Amendments
to Credit Agreement
2.1 Definitions.
Section
1.1
of the
Credit Agreement is hereby amended by amending the following defined terms
set
forth therein as follows:
"'Approved
Letter of Credit'
means,
collectively, one or more irrevocable, unconditional standby letters of credit
issued by a domestic commercial bank having capital and surplus in excess of
$100,000,000. The letters of credit must be issued for the account of Parent
to
the Agent for the benefit of the Lenders, as additional security and as an
additional source of repayment of the Obligations, in substantially the form
of
Exhibit
F or
such
other form reasonably acceptable to Agent, and in an aggregate amount not less
than the Total Commitments."
"'Commitment'
means,
as to any Lender, the obligation of such Lender to make Committed Loans (or
purchase participations in Swingline Loans as set forth in Section 2.1(b)(ii))
to
Borrower pursuant to Section 2.1
hereof
in an aggregate amount not to exceed the amount set forth under the heading
"Commitment" opposite such Lender's name on Schedule
1.1
hereof.
The aggregate amount of all Lenders' Commitments as of September 14, 2007 is
$17,500,000.00, provided,
however,
that
notwithstanding the aggregate amount of the Lenders' Commitments, at all times
the aggregate amount advanced by the Lenders hereunder shall not exceed the
least of (i) the aggregate amount of the Lenders' Commitments, (ii) the
Collateral Value of the Borrowing Base or (iii) the available undrawn amount
of
the Approved Letter of Credit."
"'Swingline
Amount'
means
Seventeen Million Five Hundred Thousand and No/100 Dollars
($17,500,000.00)."
2.2 Definitions.
Section
1.1
of the
Credit Agreement is hereby amended by adding thereto the following defined
term
in its appropriate alphabetical order:
"'Total
Commitments'
means,
at any time, the aggregate amount of all Lenders' Commitments then in
effect."
2.3 Section
2.1(a).
Section
2.1(a)
of the
Credit Agreement is hereby amended by amending the last sentence thereof to
read
as follows:
"After
giving effect to the transactions contemplated by the Borrowing Request pursuant
to which a Loan is requested, and at all other times, the aggregate amount
of
all Committed Loans and all Swingline Loans outstanding shall not exceed the
least of (i) the aggregate amount of the Lenders' Commitments, (ii) the
Collateral Value of the Borrowing Base or (iii) the available undrawn amount
of
the Approved Letter of Credit."
2
2.4 Section
2.11.
Section
2.11
of the
Credit Agreement is hereby amended in its entirety to read as
follows:
"Section
2.11 Approved
Letter of Credit.
Borrower shall provide Agent with an Approved Letter of Credit, and Agent,
for
the benefit of the Lenders, may draw upon the Approved Letter of Credit at
any
time for any reason up to an amount not to exceed the aggregate outstanding
Obligations at such time; provided,
however,
that
prior to making any such draw, and so long as no Event of Default shall have
occurred and then be continuing, Agent shall give Borrower not less than three
(3) Business Days’ prior written notice of its intention to make such draw and
the amount of such intended draw; and provided,
further,
that if
Borrower shall, within three (3) Business Days after receiving such written
notice, make or cause to be made a principal payment in respect of the
outstanding Loans in the amount of such intended draw, then Agent agrees that
no
such draw shall be made by Agent under the Approved Letter of Credit. The then
available undrawn amount of the Approved Letter of Credit shall be automatically
reduced by the amount of any draws by Agent under the Approved Letter of Credit,
and by the amount of any payments made or caused to be made by Borrower pursuant
to this Section
2.11,
and
Agent agrees to enter into an amendment of, or accept a replacement of, or
agree
to the cancellation of, as the case may be, such Approved Letter of Credit
to
reflect such reduction in the available undrawn amount. In addition, if Borrower
reduces the Total Commitments pursuant to the terms of Section
2.12,
Borrower shall be entitled to provide the Agent with a new or amended Approved
Letter of Credit in an amount not less than the Total Commitments as so reduced
and the Agent agrees to enter into an amendment of, or accept a replacement
of,
as the case may be, such Approved Letter of Credit to reflect such reduction.
Notwithstanding anything to the contrary set forth in this Agreement, the amount
of any payment made or caused to be made by Borrower pursuant to this
Section
2.11,
and the
amount of any draw made by Agent under the Approved Letter of Credit, shall
be
applied against the outstanding Obligations."
2.5 Article
II.
Article
II of the Credit Agreement is hereby amended by adding to the end thereof a
new
Section
2.12
to read
as follows:
"Section
2.12. Reduction
of Total Commitments.
Borrower shall have the right, upon five (5) Business Days prior written notice
specifying a date for reduction of the Total Commitments, which notice shall
be
irrevocable unless revoked in writing to the Agent at least two (2) Business
Days prior to the date for such reduction, to reduce ratably in part, the Total
Commitments; provided that,
each
partial reduction shall be in the minimum amount of $2,500,000 and in integral
multiples of $1,000,000 in excess thereof. At the time of sending such written
notice, Borrower (in consultation with the Agent) shall specify the amount
of
such decrease in the Total Commitments. Any reduction of the Total Commitments
pursuant to this Section
2.12
shall
automatically be applied ratably to each Lender's Commitment and shall be
permanent, with no obligation of any Lender to reinstate such portion of its
Commitment. The Borrower shall prepay any Loans outstanding on the date of
reduction in the Total Commitments (and pay any additional amounts required
pursuant to the terms and conditions of the Credit Agreement) to the extent
necessary to remain in compliance with all of the terms, conditions and
covenants of the Credit Agreement."
3
2.6 Section
5.1(a).
Subparts (iii), (iv) and (v) of Section
5.1(a)
of the
Credit Agreement are hereby amended in their respective entireties to read
as
follows:
"(iii) Promptly
after becoming available, and in any event within forty-five (45) days after
the
end of each calendar month, including the twelfth calendar month in each Fiscal
Year, a Consolidated balance sheet of Borrower as of the end of such month
and
the related Consolidated statements of income, stockholders' equity and cash
flows of Borrower for such month and the period from the first day of the then
current Fiscal Year through the end of such month, prepared internally by
Borrower;
(iv) Promptly
and in any event within forty-five (45) days after the end of each calendar
month (except the last) in each Fiscal Year of Borrower, and within fifteen
(15)
days after the completion of each year-end audit by Borrower's independent
public accountants, a completed Compliance Notification in the form of
Exhibit E
hereto;
(v) (a)
Promptly after becoming available, and in any event, within forty-five (45)
days
after the end of each calendar month, a report in form and detail reasonably
acceptable to Agent including, without limitation, detail on Borrower's
repurchase requests by Investors and production statistics;
(b)
Promptly upon written request by Agent (which request may be delivered by
facsimile or other electronic means), and in any event, not later than five
(5)
Business Days after such request, a report in form and detail reasonably
acceptable to Agent including, without limitation, detail on Borrower's pipeline
position, commitment position, and any other information reasonably requested
by
Agent;"
2.7 Section
7.1.
Section
7.1
is
hereby amended by adding the following sentence at the end thereof:
"Notwithstanding
anything to the contrary in this Agreement (including Sections
7.1(c) and 7.1(e)),
(i) no
breach or failure to perform by an Related Person of any of the covenants or
agreements contained in Sections
6.13, 6.14, 6.15 or 6.16
(the
“Financial
Covenants”)
shall
constitute a Default or Event of Default hereunder and (ii) no misrepresentation
by any Related Person or any officer thereof with respect to any of the
Financial Covenants (including any inaccuracy in any calculation or
certification with respect thereto) shall constitute a Default or Event of
Default hereunder."
4
2.8 Section
11.11.
Section
11.11
of the
Credit Agreement is hereby amended by (i) deleting the current heading and
substituting in lieu thereof the phrase "Assignments.",
and
(ii) deleting subpart (d) in its entirety.
2.9 Schedules.
Schedule
1.1
of the
Credit Agreement is hereby amended in its entirety and replaced with
Schedule
1.1
attached
hereto.
2.10 Exhibits.
Exhibit
E
of the
Credit Agreement is hereby amended in its entirety and replaced with
Exhibit
E
attached
hereto.
2.11 Exhibits.
Exhibit
F
of the
Credit Agreement is hereby amended in its entirety and replaced with
Exhibit
F
attached
hereto.
2.12 Exhibits.
Exhibit
G
of the
Credit Agreement is hereby amended in its entirety and replaced with
Exhibit
G
attached
hereto.
2.13 Exhibits.
The
Credit Agreement is hereby amended by deleting Exhibit
H
in its
entirety.
ARTICLE
III
Waiver
of Specified Possible Defaults
3.1 The
Agent
and the Lenders, upon the satisfaction of the conditions precedent listed in
Article IV hereof, hereby (i) agree to waive the Specified Possible Defaults
and
(ii) agree that any future breach that would occur upon Borrower remaking (or
bringing down) any of the representations or warranties that relate to both
a
date prior to the date of this Amendment and to matters underlying the Specified
Possible Defaults shall not be considered a Default or Event of Default
hereunder. Notwithstanding the foregoing, the execution of this Amendment shall
not be deemed to be (x) except as set forth in the immediately preceding
sentence, a waiver of, or consent by the Agent or any Lender to, any Default
or
Event of Default which may exist or hereafter occur under any of the Loan
Documents, (y) a waiver of Borrower's obligations under the Loan Documents,
or
(z) a waiver of any rights, remedies, offsets, claims, or other causes of action
that the Agent or any Lender may have against Borrower under the Loan Documents,
all of which rights the Agent and the Lenders specifically reserve.
ARTICLE
IV
Conditions
to Effectiveness
4.1 Effective
Date.
This
Amendment
shall become effective as of the date first above written when and only when
Agent shall have received, at Agent's office, (a) four (4) original duly
executed counterparts of this Amendment from the Borrower and the Parent, (b)
an
amendment to the Letter of Credit referenced in Section 4.2 of this Amendment
reflecting an increase in such Letter of Credit to an amount not less than
$17,500,000.00, (c) an original of that certain Assignment and Assumption,
dated
as of September 14, 2007, duly executed by the Assigning Lenders and the
Assignee, and (d) all
other
documents, instruments, certificates or other evidence which Agent or its legal
counsel may reasonably request in connection herewith.
5
ARTICLE
V
Miscellaneous
5.1 Borrower
Acknowledgment.
Except
as otherwise specified herein, the terms and provisions of the Credit Agreement
are ratified and confirmed by Borrower and shall remain in full force and
effect, enforceable in accordance with their terms. Borrower hereby
acknowledges, agrees and represents that (i) contemporaneously with the
effectiveness of this Amendment and after giving effect to the waivers set
forth
herein, the representations and warranties of Borrower contained in the Credit
Agreement are true and correct in all material respects (except to the extent
such representations and warranties relate, by their terms, to a specific
earlier date, in which case they shall be true and correct in all material
respects on and as of such earlier date), and (ii) Borrower has no
set-offs, counterclaims, defenses or other causes of action against Lender
arising out of the Credit Agreement, this Amendment, any other Loan Document
or
otherwise, and to the extent any such set-offs, counterclaims, defenses or
other
causes of action may exist, whether known or unknown, such items are hereby
waived by Borrower.
5.2 Parent
Acknowledgment.
Parent
hereby acknowledges, agrees and represents that (i) the Letter of Credit No.
CPCS-227543 (such letter of credit and any and all renewals, rearrangements,
replacements, substitutions, amendments, supplements and other modifications,
the "Letter
of Credit")
issued
by JPMorgan Chase Bank, National Association to Agent for the account of the
Parent constitutes for all purposes and in all respects an "Approved Letter
of
Credit" under the Credit Agreement (as amended hereby); (ii) without notice
to
Parent, the Agent may draw on the Letter of Credit pursuant to the terms and
conditions thereof and in accordance with Section 2.11 of the Credit Agreement
to satisfy the Obligations of the Borrower under the Notes and the other Loan
Documents regardless of whether (a) the Loan Documents are modified, amended,
supplemented, joined, increased, restated, or otherwise changed without notice
to Parent; (b) terms and conditions of the Loan Documents are waived, or parties
or Collateral thereto are released without notice to Parent; and (c) the Agent
has made demand on Borrower without notice to Parent and pursued any other
remedies under the Loan Documents without notice to Parent; and (iii) any
suretyship rights, defenses or claims that it may have under applicable law
as a
result of any draw by Agent under the Letter of Credit are hereby waived by
Parent.
5.3 Reference
to and Effect on the Loan Documents.
(a)
Upon the effectiveness of this Amendment, on and after the date hereof, each
reference in the Credit Agreement to "this Agreement," "hereunder," "hereof"
or
words of like import referring to the Credit Agreement, and each reference
in
the other Loan Documents to "the Credit Agreement," "thereunder," "thereof"
or
words of like import referring to the Credit Agreement, shall mean and be a
reference to the Credit Agreement as amended hereby.
6
(b)
The
execution, delivery and effectiveness of this Amendment shall not operate as
a
waiver of any right, power or remedy of Agent under any of the Loan Documents,
nor constitute a waiver of any provision of any of the Loan
Documents.
5.4 Costs
and Expenses.
Borrower shall pay, or cause to be paid, by check or wire transfer, all
reasonable costs and expenses related to the preparation for and the closing
of
the transaction contemplated by this Amendment, including, but not limited
to,
the reasonable fees and expenses of legal counsel to Agent (which
fees and expenses, as to legal counsel of Agent, shall be paid directly to
legal
counsel of Agent promptly upon presentation of a xxxx for legal services
rendered).
5.5 CHOICE
OF LAW; VENUE.
THIS AMENDMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS.
BORROWER
AND LENDERS HEREBY AGREE THAT THE OBLIGATIONS CONTAINED HEREIN ARE PERFORMABLE
IN DALLAS
COUNTY, TEXAS.
ALL PARTIES HERETO AGREE THAT (I) ANY ACTION ARISING OUT OF THIS TRANSACTION
SHALL BE FILED IN DALLAS
COUNTY, TEXAS,
(II) VENUE FOR ENFORCEMENT OF ANY OF THE OBLIGATIONS CONTAINED IN THIS AMENDMENT
SHALL BE IN DALLAS
COUNTY, TEXAS
(III) PERSONAL JURISDICTION SHALL BE IN DALLAS
COUNTY, TEXAS,
(IV) ANY ACTION OR PROCEEDING UNDER THIS AMENDMENT SHALL BE COMMENCED AGAINST
BORROWER IN DALLAS
COUNTY, TEXAS
(V) SUCH ACTION SHALL BE INSTITUTED IN THE COURTS OF THE STATE OF TEXAS LOCATED
IN DALLAS
COUNTY, TEXAS
OR IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF TEXAS
LOCATED IN DALLAS COUNTY, TEXAS, AT THE OPTION OF AGENT AND (VI) BORROWER AND
LENDERS HEREBY WAIVE ANY OBJECTION TO THE VENUE OF ANY SUCH SUIT, ACTION OR
PROCEEDING AND ADDITIONALLY WAIVE ANY RIGHT IT MAY HAVE TO BE SUED ELSEWHERE.
NOTHING HEREIN SHALL AFFECT THE RIGHT OF ANY PARTY TO ACCOMPLISH SERVICE OF
PROCESS IN ANY MANNER PERMITTED BY LAW.
5.6 WAIVER
OF JURY TRIAL.
EACH OF THE PARTIES HERETO WAIVES, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
LAW, ITS RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION
BASED UPON OR ARISING OUT OF OR RELATED TO THIS AMENDMENT, THE CREDIT AGREEMENT,
THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY
IN
ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE
PARTIES AGAINST ANY OTHER PARTY, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT
CLAIMS, OR OTHERWISE. EACH OF THE PARTIES HERETO AGREES THAT ANY SUCH CLAIM
OR
CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING
THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL
BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM
OR
OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY
OR
ENFORCEABILITY OF THIS AMENDMENT, THE CREDIT AGREEMENT OR ANY OTHER LOAN
DOCUMENT OR ANY PROVISION HEREOF OR THEREOF. THIS WAIVER SHALL APPLY TO ANY
SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THE CREDIT
AGREEMENT AND ANY OTHER LOAN DOCUMENTS.
7
5.7 Release
of Claims and Covenant Not to Xxx.
As a material inducement to the Agent and each Lender to enter into this
Amendment, Borrower, for and on behalf of itself and its respective successors
and assigns and Affiliates, (a) does hereby remise, release, acquit, satisfy
and
forever discharge the Agent and each Lender and each of their Affiliates, and
all of the past, present and future officers, directors, employees, agents,
attorneys, representatives, participants, heirs, successors and assigns of
the
Agent and each Lender and each of their Affiliates (collectively, the
"Released
Parties"),
from any and all liabilities, obligations, expenses, damages, judgments,
actions, claims, demands and causes of action of any nature whatsoever, whether
at law or in equity, whether now accrued or hereafter maturing and whether
known
or unknown, which Borrower or any of its successors, assigns or Affiliates
now
has or hereafter can, shall or may have by reason of any action, inaction,
matter, cause or thing, occurring on or prior to the date of this Amendment,
arising out of, in connection with or relating to (i) the Collateral or the
Obligations, including, but not limited to, the administration or funding
thereof, (ii) the Loan Documents (or any of the transactions contemplated
thereby) or the indebtedness evidenced and secured thereby, and (iii) any other
agreement or transaction between Borrower, the Agent, and/or any Lender or
any
subsidiary or affiliate of such parties relating to the Loan Documents; and
(b)
does hereby covenant and agree never to institute or cause to be instituted
or
continue prosecution of any suit or other form of action or proceeding of any
kind or nature whatsoever against any Released Party, by reason of or in
connection with any of the foregoing matters, claims or causes of action,
provided,
however,
that the foregoing release and covenant not to xxx shall not apply to any claims
arising after the date of this Amendment with respect to acts or events that
occur after the date of this Amendment.
5.8 Time
is of the Essence.
Time is
of the essence in the performance of the covenants contained herein and in
the
Loan Documents.
5.9 Binding
Agreement.
This
Amendment shall be binding upon the successors and assigns of the parties
hereto; provided, however, the foregoing shall not be deemed or construed to
(i)
permit, sanction, authorize or condone the assignment of all or any part of
any
interest in and to Borrower except as expressly authorized in the Loan
Documents, or (ii) confer any right, title, benefit, cause of action or remedy
upon any person or entity not a party hereto, which such party would not or
did
not otherwise possess.
5.10 Headings.
The
section headings hereof are inserted for convenience of reference only and
shall
in no way alter, amend, define or be used in the construction or interpretation
of the text of such section.
5.11 Construction.
Whenever the context hereof so required, reference to the singular shall include
the plural and likewise, the plural shall include the singular; words denoting
gender shall be construed to mean the masculine, feminine or neuter, as
appropriate; and specific enumeration shall not exclude the general but shall
be
construed as cumulative of the general recitation.
8
5.12 Counterparts;
Fax.
This
Amendment may be separately executed in counterparts and by the different
parties hereto in separate counterparts, each of which when so executed shall
be
deemed to constitute one and the same Amendment. This Amendment may be duly
executed by facsimile or other electronic transmissions.
5.13 No
Reliance.
In executing this Amendment, Borrower warrants and represents that Borrower
is
not relying on any statement or representation other than those in the Credit
Agreement and this Amendment and is relying upon its own judgment and advice
of
its attorneys.
5.14 ENTIRE
AGREEMENT.
THIS
AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS COLLECTIVELY
REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED
BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE
PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
PARTIES.
[SIGNATURE
PAGE FOLLOWS]
9
IN
WITNESS WHEREOF, the parties hereto have caused this instrument to be duly
executed effective as of the date first above written.
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BORROWER:
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BEAZER
MORTGAGE CORPORATION,
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Borrower's
Address:
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a
Delaware corporation
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0000
Xxxxxxxxx Xxxx, Xxxxx 0000
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Xxxxxxx,
XX 00000
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Attention: President
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By: /s/
Xxxx X. Xxxxxxxx
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With
a copy of all notices to:
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Name:
Xxxx
X. Xxxxxxxx
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Title:
Senior
Vice President
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General
Counsel
Beazer
Homes USA, Inc.
0000
Xxxxxxxxx Xxxx
Xxxxxxx,
XX 00000
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STATE
OF Georgia
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§
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§
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COUNTY
OF Xxxxxx
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§
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Before
me, the undersigned notary public, on this 14th day of September, 2007,
personally appeared
Xxxx X. Xxxxxxxx of
Xxxxxx
Mortgage Corporation, a Delaware corporation, known to me (or proved to me
by
the production of a driver's license as identification) to be the person whose
name is subscribed to the foregoing instrument and acknowledged to me that
he
executed the same on behalf of said corporation for the purposes and
consideration therein expressed.
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/s/Xxxxxxxx
Xxx
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Notary
Public - State of Georgia
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My
Commission expires:
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Xxxxxxxx
Xxx
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11/3/2007
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Printed Name of Notary
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Signature
Page - Third Amendment to Credit Agreement
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AGENT:
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GUARANTY
BANK
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Address:
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0000
Xxxxxxx Xxxxxx, 00xx
Xxxxx
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Xxxxxx,
Xxxxx 00000
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Attention:
Xx. Xxx Xxxxxx
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Fax:
000.000.0000
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Tel:
000.000.0000
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By:/s/
Xxx Xxxxxx
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Name:
Xxx Xxxxxx
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Title:
Senior Vice President
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Signature
Page - Third Amendment to Credit Agreement
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LENDER:
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GUARANTY
BANK,
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Address:
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as
a Lender and as Swingline Lender
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0000
Xxxxxxx Xxxxxx, 00xx
Xxxxx
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Xxxxxx,
Xxxxx 00000
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Attention:
Xx. Xxx Xxxxxx
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Fax:
000.000.0000
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Tel:
000.000.0000
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By:
/s/
Xxx Xxxxxx
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Name:
Xxx Xxxxxx
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Title:
Senior Vice President
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Signature
Page - Third Amendment to Credit Agreement
ACKNOWLEDGED
AND ACCEPTED BY:
BEAZER
HOMES USA, INC.
By:
/s/ Xxxx X.
Xxxxxxxx
Name:
Xxxx
X.
Xxxxxxxx
Title:
Senior
Vice
President
Signature
Page - Third Amendment to Credit Agreement
SCHEDULE
1.1
COMMITMENTS
AND COMMITMENT PERCENTAGES
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LENDER
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(A)
COMMITMENT
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(B)
COMMITMENT
PERCENTAGE
(A÷Total
Commitments)
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Guaranty
Bank
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$17,500,000
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100
%
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Total
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$17,500,000
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100%
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Signature
Page - Third Amendment to Credit Agreement
