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EXHIBIT 10.6
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CAPITAL PACIFIC HOLDINGS, INC.,
AS ISSUER
CAPITAL PACIFIC HOMES, INC.,
X.X. XXXXXX NEVADA, INC.,
AND XXXXXX RANCHLAND, INC.,
AS GUARANTORS,
CAPITAL PACIFIC HOLDINGS, LLC,
AND
UNITED STATES TRUST COMPANY OF NEW YORK,
AS TRUSTEE
--------------------------------------------------------------------------------
THIRD SUPPLEMENTAL INDENTURE
DATED AS OF OCTOBER 1, 1997
TO
INDENTURE
DATED AS OF MAY 13, 1994
AS AMENDED
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THIS THIRD SUPPLEMENTAL INDENTURE, dated as of October 1, 1997 among
CAPITAL PACIFIC HOLDINGS, INC. (formerly known as X. X. Xxxxxx Company, Inc.), a
Delaware corporation (the "Company"), CAPITAL PACIFIC HOMES, INC. (formerly
known as Durable Homes, Inc.), a Nevada corporation, X.X. XXXXXX NEVADA, INC., a
Delaware corporation, and XXXXXX RANCHLAND, INC., a Delaware corporation, as
Guarantors (each a "Guarantor" and, collectively, the "Guarantors"), CAPITAL
PACIFIC HOLDINGS, LLC, a newly organized limited liability company validly
existing under the laws of Delaware (the "New LLC") and UNITED STATES TRUST
COMPANY OF NEW YORK, a' New York banking corporation, as Trustee under the
Indenture dated as of May 13, 1994 as amended (the "Indenture").
WHEREAS, Section 9.01(2) of the Indenture provides that the Company when
authorized by a resolution of its Board of Directors, each Guarantor, when
authorized by a resolution of its board of directors or any committee of such
board of directors duly authorized to act under the Indenture, and the Trustee
may amend or supplement the Indenture without notice to or the consent of any
Holder to comply with the provisions of Article Five thereof; and
WHEREAS, the Company, the Guarantors and certain other parties have
entered into an Investment and Stockholders Agreement dated as of September 29,
1997, pursuant to which, among other things, the Company and the Guarantors will
transfer substantially all of their respective property and assets to the New
LLC; and
WHEREAS, under the provisions of Section 5.01 of the Indenture, such a
transfer of property and assets is permitted if the acquiror of such property
and assets is a limited liability company duly organized under the laws of
Delaware and expressly assumes by a supplemental indenture all of the
obligations of the Company and the Guarantors on all of the Securities and the
Subsidiary Guarantees (as defined in the Indenture); and
WHEREAS, in compliance with Section 5.01 of the Indenture, the New LLC is
willing to assume pursuant to this Third Supplemental Indenture all such
obligations of the Company and the Guarantors on all of the Securities and the
Subsidiary Guarantees (as defined in the Indenture); and
WHEREAS, all things necessary to make this Third Supplemental Indenture a
valid, binding and legal instrument supplemental to the Indenture have been
performed.
NOW, THEREFORE, THIS INDENTURE WITNESSETH: that in order to amend the
Indenture and in consideration of the premises, and in consideration of the sum
of One Dollar by the Trustee to the Company paid, receipt whereof is hereby
acknowledged, the New LLC, the Company and the Guarantors hereby agree and
provide, for the equal and proportionate benefit of the respective Holders, as
follows:
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ARTICLE ONE
AMENDMENT TO INDENTURE
SECTION 1.01 Assumption. Pursuant to Section 5.01(i) of the Indenture,
the New LLC hereby expressly assumes all of the obligations of the Company and
the Guarantors on all of the Securities and all of the Subsidiary Guarantees (as
defined in the Indenture) under the Indenture, as amended.
SECTION 1.02 Substitution. Pursuant to Section 5.02 of the Indenture, the
New LLC hereby succeeds to and is substituted for and may henceforth exercise
every right and power of the Company under the Indenture.
ARTICLE TWO
MISCELLANEOUS PROVISIONS
SECTION 2.01 Certain Terms. Subject to the amendments provided for in this
Third Supplemental Indenture, the capitalized terms used herein and defined in
the Indenture shall, for all purposes of this Third Supplemental Indenture, have
the meanings specified in the Indenture.
SECTION 2.02 Recitals. The recitals of fact contained in this Third
Supplemental Indenture shall be taken as the statements of the Company and the
Trustee assumes no responsibility for the correctness of the same. The Trustee
makes no representations as to the validity of this Third Supplemental
Indenture.
SECTION 2.03 Titles. The titles of the several Articles of this Third
Supplemental Indenture shall not be deemed to be any part hereof.
SECTION 2.04 Counterparts. This Third Supplemental Indenture may be
executed in any number of counterparts, each of which so executed shall be
deemed to be an original, but all such counterparts shall together constitute
but one and the same instrument.
[SIGNATURES ON FOLLOWING PAGES]
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SIGNATURES TO THE THIRD SUPPLEMENTAL INDENTURE
IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental
Indenture be duly executed, all as of the date first written above.
CAPITAL PACIFIC HOLDINGS, INC.,
as Issuer
By: /s/ XXXX XXXXXXXXXXX
----------------------------
Name: Xxxx Xxxxxxxxxxx
Title: Chairman
Attest: /s/ [SIG]
-------------------------
Name:
Title: Vice President
CAPITAL PACIFIC HOMES, INC.,
as Guarantor
By: /s/ XXXX XXXXXXXXXXX
----------------------------
Name: Xxxx Xxxxxxxxxxx
Title: Chairman
Attest: /s/ [SIG]
-------------------------
Name:
Title: Vice President
XXXXXX RANCHLAND, INC.,
as Guarantor
By: /s/ XXXX XXXXXXXXXXX
----------------------------
Name: Xxxx Xxxxxxxxxxx
Title: Chairman
Attest: /s/ [SIG]
-------------------------
Name:
Title: Vice President
X.X. XXXXXX NEVADA, INC.,
as Guarantor
By: /s/ XXXX XXXXXXXXXXX
----------------------------
Name: Xxxx Xxxxxxxxxxx
Title: Chairman
Attest: /s/ [SIG]
-------------------------
Name:
Title: Vice President
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CAPITAL PACIFIC HOLDINGS, L.L.C.
By: CAPITAL PACIFIC HOLDINGS,
INC., Managing Member
By: /s/ XXXX XXXXXXXXXXX
----------------------------------
Name: Xxxx Xxxxxxxxxxx
Title: Chairman
Attest: /s/ [SIG]
-------------------------------
Name:
Title: Vice President
UNITED STATES TRUST
COMPANY OF NEW YORK
as Trustee
By: /s/ [SIG]
-------------------------------
Name: Xxxxxxxx X.
Title: Assistant Vice President
Attest: /s/ XXXXXXXXX X. XXXXXXX
-------------------------------
Name: Xxxxxxxxx X. Xxxxxxx
Title: Assistant Vice President
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OFFICER'S CERTIFICATE
Pursuant to Sections 5.01, 9.01(2), 11.03(i) and 11.04 of the Indenture
dated as of May 13, 1994 (the "Indenture") among Capital Pacific Holdings, Inc.
(the "Company"), Capital Pacific Homes, Inc., X.X. Xxxxxx Nevada, Inc., Xxxxxx
Ranchland, Inc. (collectively, the "Guarantors") and United States Trust Company
of New York (the "Trustee"), the undersigned officers of the Company do hereby
certify, on behalf of the Company and in connection with the Third Supplemental
Indenture of even date herewith (the "Supplemental Indenture") among such
parties and Capital Pacific Holdings, LLC (the "New LLC"), to the Trustee that:
(i) attached hereto as Exhibit A is a true, correct and complete copy
of the resolutions duly adopted by the Boards of Directors of the Company and
each of the Guarantors authorizing the execution, delivery and performance of
the Supplemental Indenture, which resolutions have not been amended, modified,
rescinded or revoked and are in full force and effect on the date hereof;
(ii) the undersigned have examined a copy of the Indenture, the
Supplemental Indenture, the Investment and Stockholder Agreement dated September
29, 1997 (the "Investment Agreement") and the resolutions attached hereto;
(iii) the undersigned have made such examination as is necessary for the
undersigned to express the opinions set forth herein;
(iv) the undersigned have read the conditions precedent provided for in
the Indenture relating to the execution of the Supplemental Indenture by the
Trustee and such conditions precedent have been complied with;
(v) immediately after giving effect to the transactions (the
"Transactions") contemplated by the Investment Agreement, no Default or Event of
Default (as such terms are defined in the Indenture) shall have occurred or be
continuing;
(vi) immediately after giving effect to the Transactions on a pro forma
basis, the New LLC shall have a Consolidated Tangible Net Worth (as such term is
defined in the Indenture) equal to or greater than the Consolidated Tangible Net
Worth of the Company immediately prior to such transaction;
(vii) immediately after giving effect to the Transactions on a pro forma
basis, the New LLC would be able to incur at least $1.00 of additional
Indebtedness (as such term is defined in the Indenture) pursuant to the first
paragraph of Section 4.03 of the Indenture;
(viii) attached hereto as Exhibit B is the arithmetic computations
demonstrating compliance with Sections 5.01(iii) and (iv) of the Indenture; and
(ix) pursuant to the Investment Agreement upon consummation of the
Transactions, the New LLC shall acquire substantially all of the property and
assets of the Company and the Guarantors (as an entirety or substantially as an
entirety); the New LLC is a limited liability company organized and validly
existing under the laws of the State of Delaware; by the Supplemental Indenture,
the New LLC expressly assumes all of the obligations of the Company and the
Guarantors on all of the Securities and the Subsidiary Guarantees (as such terms
are defined in the Indenture) under the Indenture.
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IN WITNESS WHEREOF, the undersigned have duly executed this Certificate
this 1st day of October, 1997.
/s/ XXXX XXXXXXXXXXX
------------------------------------
Name: Xxxx Xxxxxxxxxxx
Title: Chairman of the Board
Capital Pacific Holdings, Inc.
/s/ XXXX XXXXXX
------------------------------------
Name: Xxxx Xxxxxx
Title: Chief Executive Officer & President
Capital Pacific Holdings, Inc.
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EXHIBIT A
AUTHORIZING RESOLUTIONS OF
THE COMPANY AND EACH GUARANTOR
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ACTION BY UNANIMOUS WRITTEN CONSENT OF THE
BOARD OF DIRECTORS OF
CAPITAL PACIFIC HOLDINGS, INC.
The undersigned, being all of the duly elected and acting members of the
board of directors of Capital Pacific Holdings, Inc., a Delaware corporation
(the "Corporation"), in accordance with the authority contained in Section
141(f) of the Delaware General Corporation Law, do hereby consent to, adopt and
approve the following resolutions without a meeting with the intention that
such actions will have the same force and effect as if taken by a vote of the
directors at a meeting duly called and held:
APPROVAL OF THIRD SUPPLEMENTAL INDENTURE
WHEREAS, the Corporation has entered into that certain indenture (the
"Indenture") by and among Capital Pacific Homes, Inc., X.X. Xxxxxx Nevada, Inc.
and Xxxxxx Ranchland, Inc. (collectively, the "Guarantors"), the Corporation,
as Issuer, and United States Trust Company of New York, as trustee (the
"Trustee"), dated as of May 13, 1994, as amended (the "Indenture"); and
WHEREAS, the board of directors has been presented with an amendment to
the Indenture in the form of a Third Supplemental Indenture (the "Supplement"),
a draft of which has been filed with this covenant as Exhibit A and is attached
hereto and made a part hereof
NOW THEREFORE, BE IT RESOLVED, that the form, terms and provisions of the
Supplement, to be entered into among the Guarantors, the Issuer and the Trustee
be, and they hereby are, in all respects, authorized and approved; and
RESOLVED, FURTHER, that any officer of the Corporation be, and each of
them hereby is, authorized in the name of the corporation and on its behalf, to
execute and deliver the Supplement and any and all other documents or
agreements ancillary thereto with such changes thereto as shall be governed by
the officer or officers executing the same, such approval to be conclusively
evidenced by his or their execution thereof.
RATIFICATION OF PRIOR ACTS
RESOLVED, that any and all actions heretofore taken by any officer or
director of the Corporation in connection with any and all actions authorized in
the foregoing resolutions be, and they hereby are, in all respects, ratified,
affirmed and approved.
GENERAL AUTHORIZATION
RESOLVED, that any officer of the Corporation be, and each of them hereby
is, authorized, empowered and directed to take all such further action and to
execute, deliver and perform all such further agreements, documents,
certificates and other instruments in the name
10
and on behalf of the Corporation, take all action as they deem necessary or
advisable in order to fully carry out and perform any and all matters
authorized in the foregoing resolutions, and such execution, delivery and
performance of such agreements, documents, certificates and other instruments
and such other actions shall be deemed to be, and hereby are, adopted and
ratified by this action of the board of directors.
This Action by Unanimous Written Consent may be executed in multiple
counterparts, each of which shall be an original, but all of which, taken
together, shall constitute one and the same document.
IN WITNESS WHEREOF, the undersigned have caused this action to be
effective as of this 1st day of October, 1997.
/s/ XXXX XXXXXXXXXXX
------------------------------------
Xxxx Xxxxxxxxxxx
/s/ XXXX XXXXXX
------------------------------------
Xxxx Xxxxxx
/s/ XXXXXXX X. XXXX
------------------------------------
Xxxxxxx X. Xxxx
/s/ XXXXX XXXXX
------------------------------------
Xxxxx Xxxxx
/s/ XXXX XXXXXX
------------------------------------
Xxxx Xxxxxx
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ACTION BY UNANIMOUS WRITTEN CONSENT OF THE
BOARD OF DIRECTORS OF
CAPITAL PACIFIC HOMES, INC.
The undersigned, being all of the duly elected and acting members of the
board of directors of Capital Pacific Homes, Inc., a Nevada corporation (the
"Corporation"), do hereby consent to, adopt and approve the following
resolutions without a meeting with the intention that such actions will have
the same force and effect as if taken by a vote of the directors at a meeting
duly called and held:
APPROVAL OF THIRD SUPPLEMENTAL INDENTURE
WHEREAS, the Corporation has entered into that certain indenture (the
"Indenture") by and among Capital Pacific Holdings, Inc. (the "Issuer"), the
Corporation, Xxxxxx Ranchland, Inc., and X.X. Xxxxxx Nevada, Inc.
(collectively, the "Guarantors"), and United States Trust Company of New York,
as trustee (the "Trustee"), dated as of May 13, 1994, as amended (the
"Indenture"); and
WHEREAS, the board of directors has been presented with an amendment to
the Indenture in the form of a Third Supplemental Indenture (the "Supplement"),
a draft of which has been filed with this consent as Exhibit A and is attached
hereto and made a part hereof.
NOW THEREFORE, BE IT RESOLVED, that the form, terms and provisions of the
Supplement, to be entered into among the Guarantors, the Issuer and the Trustee
be, and they hereby are, in all respects, authorized and approved; and
RESOLVED, FURTHER, that any officer of the Corporation be, and each of them
hereby is, authorized in the name of the Corporation and on its behalf, to
execute and deliver the Supplement and any and all other documents or
agreements ancillary thereto with such changes thereto as shall be approved by
the officer or officers executing the same, such approval to be conclusively
evidenced by his or their execution thereof.
RATIFICATION OF PRIOR ACTS
RESOLVED, that any and all actions heretofore taken by any officer or
director of the Corporation in connection with any and all actions authorized
in the foregoing resolutions be, and they hereby are, in all respects, ratified
affirmed and approved.
GENERAL AUTHORIZATION
RESOLVED, that any officer of the Corporation be, and each of them hereby
is, authorized, empowered and directed to take all such further action and to
execute, deliver and perform all such further agreements, documents,
certificates and other instruments in the name and on behalf of the
Corporation, take all action as they deem necessary or advisable in order to
fully carry out and perform any and all matters authorized in the foregoing
resolutions, and
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such execution, delivery and performance of such agreements, documents,
certificates and other instruments and such other actions shall be deemed to
be, and hereby are, adopted and ratified by this action of the board of
directors.
This Action by Unanimous Written Consent may be executed in multiple
counterparts, each of which shall be an original, but all of which, taken
together, shall constitute one and the same document.
IN WITNESS WHEREOF, the undersigned have caused this action to be
effective as of this 1st day of October, 1997.
/s/ XXXX XXXXXXXXXXX
-------------------------------------
Xxxx Xxxxxxxxxxx
/s/ XXXX XXXXXX
-------------------------------------
Xxxx Xxxxxx
/s/ XXXXXXX X. XXXXXXXX
-------------------------------------
Xxxxxxx X. Xxxxxxxx
/s/ XXXXX XXXXX
-------------------------------------
Xxxxx Xxxxx
/s/ XXXXX X. XXXXXX
-------------------------------------
Xxxxx X. Xxxxxx
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ACTION BY UNANIMOUS WRITTEN CONSENT OF THE
BOARD OF DIRECTORS OF
X.X. XXXXXX NEVADA, INC.
The undersigned, being all of the duly elected and acting members of the
board of directors of X.X. Xxxxxx Nevada, Inc., a Delaware corporation (the
"Corporation"), in accordance with the authority contained in Section 141(f) of
the Delaware General Corporation Law, do hereby consent to, adopt and approve
the following resolutions without a meeting with the intention that such
actions will have the same force and effect as if taken by a vote of the
directors at a meeting duly called and held:
APPROVAL OF THIRD SUPPLEMENTAL INDENTURE
WHEREAS, the Corporation has entered into that certain indenture (the
"Indenture") by and among Capital Pacific Holdings, Inc. (the "Issuer"), the
Corporation, Capital Pacific Homes, Inc. and Xxxxxx Ranchland, Inc.
(collectively, the "Guarantors"), and United States Trust Company of New York,
as trustee (the "Trustee"), dated as of May 13, 1994, as amended (the
"Indenture"); and
WHEREAS, the board of directors has been presented with an amendment to
the Indenture in the form of a Third Supplemental Indenture (the "Supplement"),
a draft of which has been filed with this consent as Exhibit A and is attached
hereto and made a part hereof.
NOW THEREFORE, BE IT RESOLVED, that the form, terms and provisions of the
Supplement, to be entered into among the Guarantors, the Issuer and the Trustee
be, and they hereby are, in all respects, authorized and approved; and
RESOLVED, FURTHER, that any officer of the Corporation be, and each of
them hereby is, authorized in the name of the Corporation and on its behalf, to
execute and deliver the Supplement and any and all other documents or
agreements ancillary thereto with such changes thereto as shall be approved by
the officer or officers executing the same, such approval to be conclusively
evidenced by his or their execution thereof.
RATIFICATION OF PRIOR ACTS
RESOLVED, that any and all actions heretofore taken by any officer or
director of the Corporation in connection with any and all actions authorized
in the foregoing resolutions be, and they hereby are, in all respects,
ratified, affirmed and approved.
GENERAL AUTHORIZATION
RESOLVED, that any officer of the Corporation be, and each of them hereby
is, authorized, empowered and directed to take all such further action and to
execute, deliver and perform all such further agreements, documents,
certificates and other instruments in the name
14
and on behalf of the Corporation, take all action as they deem necessary or
advisable in order to fully carry out and perform any and all matters authorized
in the foregoing resolutions, and such execution, delivery and performance of
such agreements, documents, certificates and other instruments and such other
actions shall be deemed to be, and hereby are, adopted and ratified by this
action of the board of directors.
This Action by Unanimous Written Consent may be executed in multiple
counterparts, each of which shall be an original, but all of which, taken
together, shall constitute one and the same document.
IN WITNESS WHEREOF, the undersigned have caused this action to be
effective as of this 1st day of October, 1997.
/s/ XXXX XXXXXXXXXXX
------------------------------------
Xxxx Xxxxxxxxxxx
/s/ XXXX XXXXXX
------------------------------------
Xxxx Xxxxxx
/s/ XXXXXXX X. XXXXXXXX
------------------------------------
Xxxxxxx X. Xxxxxxxx
/s/ XXXXX XXXXX
------------------------------------
Xxxxx Xxxxx
/s/ XXXXX X. XXXXXX
------------------------------------
Xxxxx X. Xxxxxx
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ACTION BY UNANIMOUS WRITTEN CONSENT OF THE
BOARD OF DIRECTORS OF
XXXXXX RANCHLAND, INC.
The undersigned, being all of the duly elected and acting members of the
board of directors of Xxxxxx Ranchland, Inc., a Delaware corporation (the
"Corporation"), in accordance with the authority contained in Section 141(f) of
the Delaware General Corporation Law, do hereby consent to, adopt and approve
the following resolutions without a meeting with the intention that such
actions will have the same force and effect as if taken by a vote of the
directors at a meeting duly called and held:
APPROVAL OF THIRD SUPPLEMENTAL INDENTURE
WHEREAS, the Corporation has entered into that certain indenture (the
"Indenture") by and among Capital Pacific Holdings, Inc. (the "Issuer"), the
Corporation, Capital Pacific Homes, Inc., and X.X. Xxxxxx Nevada, Inc.
(collectively, the "Guarantors"), and United States Trust Company of New York,
as trustee (the "Trustee"), dated as of May 13, 1994, as amended (the
"Indenture"); and
WHEREAS, the board of directors has been presented with an amendment to
the Indenture in the form of a Third Supplemental Indenture (the "Supplement"),
a draft of which has been filed with this consent as Exhibit A and is attached
hereto and made a part hereof.
NOW THEREFORE, BE IT RESOLVED, that the form, terms and provisions of the
Supplement, to be entered into among the Guarantors, the Issuer and the Trustee
be, and they hereby are, in all respects, authorized and approved; and
RESOLVED, FURTHER, that any officer of the Corporation be, and each of
them hereby is, authorized in the name of the Corporation and on its behalf, to
execute and deliver the Supplement and any and all other documents or
agreements ancillary thereto with such changes thereto as shall be approved by
the officer or officers executing the same, such approval to be conclusively
evidenced by his or their execution thereof.
RATIFICATION OF PRIOR ACTS
RESOLVED, that any and all actions heretofore taken by any officer or
director of the Corporation in connection with any and all actions authorized
in the foregoing resolutions be, and they hereby are, in all respects, ratified
affirmed and approved.
GENERAL AUTHORIZATION
RESOLVED, that any officer of the corporation be and each of them hereby
is, authorized, empowered and directed to take all such further action and to
execute, deliver and perform all such further agreements, documents,
certificates and other instruments in the name
16
and on behalf of the Corporation, take all action as they deem necessary or
advisable in order to fully carry out and perform any and all matters
authorized in the foregoing resolutions, and such execution, delivery and
performance of such agreements, documents, certificates and other instruments
and such other actions shall be deemed to be, and hereby are, adopted and
ratified by this action of the board of directors.
This Action by Unanimous Written Consent may be executed in multiple
counterparts, each of which shall be an original, but all of which, taken
together, shall constitute one and the same document.
IN WITNESS WHEREOF, the undersigned have caused this action to be
effective as of this 1st day of October, 1997.
/s/ XXXX XXXXXXXXXXX
-------------------------------
Xxxx Xxxxxxxxxxx
/s/ XXXX XXXXXX
-------------------------------
Xxxx Xxxxxx
/s/ XXXXXXX X. XXXXXXXX
-------------------------------
Xxxxxxx X. Xxxxxxxx
/s/ XXXXX XXXXXXXXX
-------------------------------
Xxxxx Xxxxxxxxx
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EXHIBIT B
ARITHMETIC COMPUTATIONS DEMONSTRATING
COMPLIANCE WITH SECTIONS 5.01(iii) AND (iv) OF THE INDENTURE
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Exhibit B to the Officer's Certificate
(a) 5.01 (iii) Test 30-Sep-97
--------------------------------------------------------------------------------
Pre-Transaction
Consolidated Tangible Net Worth
Net Worth @ 8/31/97 69,353,000
"Minus" Intangible Assets 5,341,938
------------------------------------------------------------
Consolidated Tangible Net Worth 74,694,938
Post-Transaction
Consolidated Tangible Net Worth
Adjusted Net Worth @ 8/31/97 91,363,000 Note (A)
"Minus" Intangible Assets 5,341,936
------------------------------------------------------------
Adjusted Consolidated Tangible Net Worth 96,694,938
96,694,938 is greater than 74,694,938
--------------------------------------------------------------------------------
(b) 5.01 (iv) Test (4.03)
--------------------------------------------------------------------------------
(I) Consolidated Interest Coverage Ratio > 2.0 to 1
Adjusted Consolidated Net Income 3,614
"Plus" Consolidated Interest Expense 4,796
"Plus" Income Tax Expense 1,229
"Plus" Depreciation and Amortization 2,051
-----------------------------------------------------------------
Consolidated EBITDA 11,690
Cash Interest Expense 30
"Plus" Capitalized Interest Expense 21,320
"Minus" Interest Amortized in Cost of Sales (16,554)
-----------------------------------------------------------------
Consolidated Interest Incurred 4,796
Consolidated EBITDA 11,690
"Divided by" Consolidated Interest incurred 4,796
-----------------------------------------------------------------
Consolidated Interest Coverage Ratio 2.44 to 1
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
(II) Ratio of Indebtedness to Consolidated Tangible Net Worth < 2.5 to 1
Indebtedness of the Company and Restricted Subsidiaries
Bank One 36,641,686
Amresco 15,309,528
NationsBank 7,011,642
1st American Bank 591,722
Independent Landing Corp 5,615,029
Xxxxxx Xxxxxx Properties 1,770,027
Bond Debt 100,000,000
-----------------------------------------------------------------
Indebtedness of the Company and Restricted
Subsidiaries 166,939,934
Consolidated Tangible Net Worth
Adjusted Net Worth @ 8/31/97 91,353,000 Note (A)
"Minus" Intangible Assets (5,341,938)
-----------------------------------------------------------------
Consolidated Tangible Net Worth 86,011,062
Total Indebtedness 166,939,934
"Divided by" Consolidated Tangible Net Worth 86,011,062
-----------------------------------------------------------------
Indebtedness to Consolidated Tangible Net Worth Ratio 1.94 to 1
--------------------------------------------------------------------------------
Note (A): Equity Pro-Forma Pro-Forma
31-Aug-97 Adjustments Equity
-----------------------------------------------------------------
Total Stockholders Equity 69,383,000 22,000,000 91,363,000
-----------------------------------------------------------------
19
30-Sep-97
Based on 1997 Audited financials and 1st, 2nd Qtr 1998 unaudited.
The following includes 3rd, 4th Qtrs 1997, 1st and 2nd Qtr 1998
Adjusted Consolidated Net Income 3,614
Income Tax Expense 1,229
Depreciation and Amortization 2,051
Interest Expense 30
Capitalized Interest Expense 21,320
Interest Amortized in Cost of Sales 16,554
Indebtedness of the Company @ 8/31/97
Bank One 36,641,686
Amresco 15,309,828
NationsBank 7,011,642
1st American Bank 591,722
Independent Lending Corp 5,615,029
Xxxxxx Xxxxxx Properties 1,770,027
Bond Debt 100,000,000
-----------
Total Indebtedness of the Company 166,939,934
Stockholders Equity @ 8/31/97 69,353,000
Proforma Adjustments 22,000,000
Intangible Assets @ 8/31/97 (5,341,938)
----------
Consolidated Tangible Net Worth @ 8/31/97 86,011,062
Chief Financial Officer
/s/ XXXX XXXXXXXX
--------------------------
Xxxx Xxxxxxxx
Vice President
Controller /s/ XXXX XXXXXXXXX
--------------------------
Xxxx Xxxxxxxxx
