AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT
This Amendment to Amended and Restated Credit Agreement ("Amendment") dated
as of the 13th day of July, 1999 among X. Xxxxxxxxx Enterprises, Inc.
("Company"), Hovnanian Enterprises, Inc. ("Hovnanian"), the subsidiaries of
Hovnanian listed on the signature pages of this Amendment (each, together with
Hovnanian, a "Guarantor" and collectively the "Guarantors"), PNC Bank, National
Association as Agent for the Banks ("Agent"), and the financial institutions
listed on the signature pages of this Amendment (collectively, the "Banks" and
severally each a "Bank").
BACKGROUND
WHEREAS, pursuant to that certain Amended and Restated Credit Agreement,
dated as of July 29, 1998, among the Company, certain Guarantors named therein
or thereafter added, the Banks named therein, and the Agent (as the same may be
amended or supplemented from time to time, the "Credit Agreement"), the Banks
named therein agreed to make certain loans and extend credit to the Company;
WHEREAS, the performance by the Company of its obligations under the Credit
Agreement and the Notes is guaranteed, jointly and severally, by the Guarantors
pursuant to the Guaranties of the Guarantors to each of the Banks (collectively,
the "Guaranties");
WHEREAS, NationsBank, National Association ("NationsBank") has assigned its
Revolving Credit Commitment to Bank of America National Trust and Savings
Association ("B of A") as a result of which B of A has succeeded to the rights,
title, interest and obligations of NationsBank with respect thereto and under
the Credit Agreement and related agreements and documents;
WHEREAS, the Company, the Guarantors, the Banks and the Agent desire to
modify the provisions of the Credit Agreement under the terms and conditions set
forth in this Amendment.
NOW, THEREFORE, with the foregoing Background incorporated by reference and
made part hereof, and intending to be legally bound, the parties hereto promise
and agree as follows:
1. All terms used herein as defined terms and not herein defined shall
have the respective meanings ascribed to them in the Credit Agreement.
2. The definitions of "Commitment Termination Date," "Revolving Credit
Commitments," "Revolving Credit Commitment Percentage" and "Total Debt
Multiplier" contained in Paragraph 1.1 of the Credit Agreement are hereby
deleted and respectively replaced in their entirety by the following new
definitions:
"Commitment Termination Date" shall mean, with respect to
each Bank, July 31, 2002, provided, however, that on or
before April 30 of each year, each Bank will review its
respective commitment and, in its sole discretion, may
extend the Commitment Termination Date for a period of
twelve months, provided, that in no event shall the
Commitment Termination Date be so extended unless and until
all Banks agree to such extension in writing.
"Revolving Credit Commitments" means the collective
commitments of all the Banks to make Revolving Credit Loans
to the Company pursuant to this Agreement in an aggregate
principal amount not to exceed, at any time outstanding,
$265,000,000, as such amount may be increased pursuant to
Subsection 8.7(c) hereof up to a maximum collective amount
of $290,000,000, provided, however, that the Revolving
Credit Commitment of each Bank shall at all times be reduced
by an amount equal to each such Bank's Revolving Credit
Commitment Percentage of any then outstanding Excess Other
Senior Homebuilding Indebtedness and the "Revolving Credit
Commitment of any Bank at any particular time means the
respective commitment of such Bank to make Revolving Credit
Loans to the Company pursuant to this Agreement in an amount
equal to its Revolving Credit Commitment Percentage
multiplied by the aggregate principal amount of the
Revolving Credit Commitments, all as set forth on
Replacement Schedule 9 attached hereto.
"Revolving Credit Commitment Percentage" shall mean, with
respect to any Bank at any time, the amount of such Bank's
Revolving Credit Commitment divided by the aggregate amount
of the Revolving Credit Commitments of all the Banks, as set
forth on Replacement Schedule 9 attached hereto.
"Total Debt Multiplier" shall mean 2.75 (or 2.40 as of and
after August 1, 2000), subject to Out of Compliance Period
Adjustments which cannot, in any event, cause the Total Debt
Multiplier to exceed 2.75 (or 2.40 as of and after August 1,
2000).
3. Paragraph 2.8 of the Credit Agreement is modified to delete the number
of "$40,000,000" in the third line thereof and replace it with the number
"$80,000,000." The parties acknowledge and confirm that letter of credit
#7402235 in the face amount of $4,968,000 issued by B of A on June 25, 1999 is
deemed a Letter of Credit issued under the Agreement.
4. Notwithstanding any provision of the Credit Agreement to the contrary,
including without limitation the definitions of "Excess Other Senior
Homebuilding Indebtedness" and "Revolving Credit Commitments", no reduction in
the Revolving Credit Commitment of any Bank shall result from the issuance of
the Company's 9 1/8% Senior Notes due 2009 in the original principal amount of
$150,000,000 issued pursuant to an Indenture Supplement dated as of May 4, 1999
among (as identified therein) the Company, the Issuer, the Guarantors and First
Union National Bank, as trustee.
5. Paragraph 9.8 of the Credit Agreement is hereby deleted in its entirety
and replaced by the following:
Documentation Agent. The parties hereto covenant and agree that B of
A shall be a documentation agent (the "Documentation Agent") who shall perform
such duties and responsibilities as the Company, the Agent and the Banks may
hereafter request and the Documentation Agent shall accept (in its discretion).
Without the prior written consent of the Agent, no duty, responsibility, right
or option granted to the Agent shall be delegated to the Documentation Agent and
no compensation payable to the Agent shall be shared with the Documentation
Agent. Except as limited by this paragraph, each disclaimer, exculpation
provision, indemnity and other provision contained in Section 9 of the Credit
Agreement provided for the benefit of the Agent shall likewise be deemed given
to and provided for the Documentation Agent.
6. Contemporaneously with the execution hereof, the Company shall pay to
the Agent, for the benefit of each Bank, in consideration of the agreements and
undertakings of the Banks set forth in this Amendment, an amendment fee equal to
one-tenth of one percent (.10%) of the amount of the Facility Commitment of each
such Bank (the calculation thereof being made after giving effect to any changes
to their respective Facility Commitments made as a result of this Amendment).
7. The Company hereby warrants and represents as follows:
(a) There is not currently outstanding any Event of Default or any
event which with the giving of notice or the lapse of time or both would become
an Event of Default;
(b) The Company has full power, authority and legal right to execute,
deliver and perform under this Amendment. The execution, delivery and
performance by the Company of this Amendment have been duly authorized by all
necessary corporate action and are in furtherance of its corporate purposes.
(c) The Guarantors each have full power, authority and legal right to
execute, deliver and perform under this Amendment. The execution, delivery and
performance by each Guarantor of this Amendment have been duly authorized by all
necessary corporate action and are in furtherance of its respective corporate
purposes.
(d) No consent of any other Person (including shareholders of the
Company or of any of the Guarantors) and no consent, license, approval or
authorization of, or registration or declaration with, any governmental body,
authority, bureau or agency is required in connection with the execution,
delivery and performance by the Company and the Guarantors of this Amendment.
(e) The execution, delivery and performance of and compliance with
this Amendment will not result in any violation of or be in conflict with or
constitute a default under any term of the respective certificates of
incorporation or bylaws of the Company or any Guarantor, or of any agreement,
indenture, mortgage, lease, assignment, note or other instrument to which the
Company or any Guarantor is a party or which purports to be binding upon any of
them or upon any of their properties or assets, or any judgment, decree, order,
law, statute, ordinance, rule or governmental regulation applicable to any of
them (except to the extent that any such violations, in the aggregate, could not
reasonably be expected to have a Material Adverse Effect), or result in the
creation of an Encumbrance upon any of their properties or assets pursuant to
any such term.
(f) The respective representations and warranties of the Company and
each of the Guarantors contained in the Credit Agreement are true and complete
and correct in all material respects (or as to any representation or warranty
which is expressly qualified by reference to the term "Material Adverse Effect",
then in all respects) as if made on and as of the date of this Amendment, except
that the following changes have occurred with respect to the Schedules attached
to and made part of the Credit Agreement:
(i) Schedule 1 has been modified as a result of the inclusion of
additional Guarantors and other Consolidated Subsidiaries since the date of the
Credit Agreement, each additional Guarantor having executed a separate Joinder
Agreement and also executing this Amendment in such capacity with the Supplement
to Schedule 1 reflecting the names and status of all such additional
Consolidated Subsidiaries attached hereto and made part hereof;
(ii) Replacement Schedule 9 and Replacement Schedule 11 attached
to this Amendment are deemed incorporated into the Credit Agreement and
Supplement to Schedule1 attached to this Amendment is deemed incorporated into
Schedule 1 to the Credit Agreement.
(iii) Schedule A attached hereto reflects the names of
Guarantors for whom Articles of Dissolution have been filed with the appropriate
office of each such entity's state of formation since the date of the Credit
Agreement.
8. This Amendment shall amend and be deemed incorporated into the Credit
Agreement. To the extent any provision of this Amendment is expressly
inconsistent with any term or provision of the Credit Agreement, the terms and
provisions of this Amendment shall control.
9. This Amendment may be executed by one or more of the parties hereto on
any number of separate counterparts, and all of said counterparts taken together
shall be deemed and constitute one and the same instrument.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the undersigned parties have executed this Amendment on
the date first above written.
BORROWER:
X. XXXXXXXXX ENTERPRISES, INC.
By:
------------------------------------
Name: J. Xxxxx Xxxxxx
Title: Senior Vice President,Treasurer and
Chief Financial Officer
Attest:
--------------------------------
Name:
Title:
GUARANTORS:
HOVNANIAN ENTERPRISES, INC.
By:
------------------------------------
Name: J. Xxxxx Xxxxxx
Title: Senior Vice President, Treasurer and
Chief Financial Officer
Attest:
--------------------------------
Name:
Title:
ARROW PROPERTIES, INC.
BALLANTRAE DEVELOPMENT CORP.
BALLANTRAE HOME SALES, INC.
DRYER ASSOCIATES, INC.
EASTERN NATIONAL TITLE INSURANCE AGENCY, INC.
EASTERN TITLE AGENCY, INC.
EXC, INC.
FOUNDERS TITLE AGENCY, INC.
GOVERNOR'S ABSTRACT CO., INC.
HOVNANIAN AT TARPON LAKES I, INC.
HOVNANIAN AT WINDSONG EAST BRUNSWICK, INC.
HOVNANIAN DEVELOPMENTS OF FLORIDA, INC.
HOVNANIAN OF PALM BEACH IX, INC.HOVNANIAN OF PALM BEACH XI, INC.
HOVNANIAN OF PALM BEACH, INC.
HOVNANIAN PENNSYLVANIA, INC.
HOVNANIAN PROPERTIES OF ATLANTIC COUNTY, INC.
HOVNANIAN TEXAS, INC.
JERSEY CITY XXXXXXXX CSO, INC.
K. HOV INTERNATIONAL, INC.
X. XXXXXXXXX ACQUISITIONS, INC.
X. XXXXXXXXX AT XXXXXXX VILLAGE, INC.
X. XXXXXXXXX AT ATLANTIC CITY, INC.
X. XXXXXXXXX AT BALLANTRAE ESTATES, INC.
X. XXXXXXXXX AT BALLANTRAE, INC.
X. XXXXXXXXX AT BARRINGTON, INC.
X. XXXXXXXXX AT BEDMINSTER II, INC.
X. XXXXXXXXX AT BEDMINSTER, INC.
X. XXXXXXXXX AT BELMONT, INC.
X. XXXXXXXXX AT BERLIN, INC.
X. XXXXXXXXX AT BERNARDS II, INC.
X. XXXXXXXXX AT XXXXXXXX III, INC.
X. XXXXXXXXX AT BERNARDS IV, INC.
X. XXXXXXXXX AT BRANCHBURG I, INC.
X. XXXXXXXXX AT BRANCHBURG II, INC.
X. XXXXXXXXX AT BRANCHBURG III, INC.
X. XXXXXXXXX AT BRANCHBURG IV, INC.
X. XXXXXXXXX AT BRIDGEPORT, INC.
X. XXXXXXXXX AT BRIDGEWATER II, INC.
X. XXXXXXXXX AT BRIDGEWATER III, INC.
X. XXXXXXXXX AT BRIDGEWATER IV, INC.
X. XXXXXXXXX AT BRIDGEWATER V, INC.
X. XXXXXXXXX AT BRIDGEWATER VI, INC.
X. XXXXXXXXX AT BULL RUN, INC.
X. XXXXXXXXX AT BURLINGTON II, INC.
X. XXXXXXXXX AT BURLINGTON III, INC.
X. XXXXXXXXX AT BURLINGTON, INC.
X. XXXXXXXXX AT CALABRIA, INC.
X. XXXXXXXXX AT XXXXXXX XXXXX, INC.
X. XXXXXXXXX AT CARMEL DEL MAR, INC.
X. XXXXXXXXX AT CARMEL, INC.
X. XXXXXXXXX AT CAROLINA COUNTRY CLUB I, INC.
X. XXXXXXXXX AT CAROLINA COUNTRY CLUB II, INC.
X. XXXXXXXXX AT CAROLINA COUNTRY CLUB III, INC.
X. XXXXXXXXX AT CASTILE, INC.
X. XXXXXXXXX AT CEDAR GROVE I, INC.
X. XXXXXXXXX AT CEDAR GROVE II, INC.
X. XXXXXXXXX AT CHAPEL TRAIL, INC.
X. XXXXXXXXX AT CHAPPARRAL, INC.
X. XXXXXXXXX AT CLARKSTOWN, INC.
X. XXXXXXXXX AT COCONUT CREEK, INC.
X. XXXXXXXXX AT CRESTLINE, INC.
X. XXXXXXXXX AT XXXXXXX SPRINGS, INC.
X. XXXXXXXXX AT DOMINION RIDGE, INC.
X. XXXXXXXXX AT XXXXXXXXX HILLS, INC.
X. XXXXXXXXX AT EAST BRUNSWICK V, INC.
X. XXXXXXXXX AT EAST BRUNSWICK VI, INC.
X. XXXXXXXXX AT EAST BRUNSWICK VII, INC.
X. XXXXXXXXX AT EAST BRUNSWICK VIII, INC.
X. XXXXXXXXX AT EAST WHITELAND I, INC.
X. XXXXXXXXX AT EAST WINDSOR I, INC.
X. XXXXXXXXX AT EAST WINDSOR II, INC.
X. XXXXXXXXX AT EXETER HILLS, INC.
X. XXXXXXXXX AT FAIR LAKES XXXX, INC.
X. XXXXXXXXX AT FAIR LAKES, INC.
X. XXXXXXXXX AT FAIRWAY VIEWS, INC.
X. XXXXXXXXX AT FREEHOLD TOWHSHIP, INC.
X. XXXXXXXXX AT FT. XXXXX I, INC.
X. XXXXXXXXX AT FT. XXXXX II, INC.
X. XXXXXXXXX AT GREENBROOK, INC.
X. XXXXXXXXX AT HACKETTSTOWN, INC.
X. XXXXXXXXX AT HALF MOON BAY, INC.
X. XXXXXXXXX AT XXXXXXXX II, INC.
X. XXXXXXXXX AT HAMPTON OAKS, INC.
X. XXXXXXXXX AT HANOVER, INC.
X. XXXXXXXXX AT HERSHEY'S MILL, INC. (a PA Corp)X. XXXXXXXXX AT HIGHLAND
VINEYARDS, INC.
X. XXXXXXXXX AT XXXXX CREST, INC.
X. XXXXXXXXX AT HOLMDEL TOWNSHIP, INC.
X. XXXXXXXXX AT HOPEWELL I, INC.
X. XXXXXXXXX AT HOPEWELL III, INC.
X. XXXXXXXXX AT HOPEWELL IV, INC.
X. XXXXXXXXX AT HOPEWELL V, INC.
X. XXXXXXXXX AT HOPEWELL VI, INC.
X. XXXXXXXXX AT HORIZON HEIGHTS, INC.
X. XXXXXXXXX AT XXXXXX TOWNSHIP, INC.
X. XXXXXXXXX AT HUNTER ESTATES, INC.
X. XXXXXXXXX AT INVERRARY I, INC.
X. XXXXXXXXX AT JACKSONVILLE II, INC.
X. XXXXXXXXX AT XXXXXXXXX, INC.
X. XXXXXXXXX AT JERSEY CITY I, INC.
X. XXXXXXXXX AT JERSEY CITY II, INC.
X. XXXXXXXXX AT JERSEY CITY III, INC.
X. XXXXXXXXX AT KINGS GRANT I, INC.
X. XXXXXXXXX AT KLOCKNER FARMS, INC.
X. XXXXXXXXX AT LA TERRAZA, INC.
X. XXXXXXXXX AT LA TROVATA, INC.
X. XXXXXXXXX AT LAKE CHARLESTON II, INC.
X. XXXXXXXXX AT LAKE CHARLESTON, INC.
X. XXXXXXXXX AT LAKES OF BOCA RATON, INC.
X. XXXXXXXXX AT LAKEWOOD, INC.
X. XXXXXXXXX AT XXXXXXXX XXXXX, INC.
X. XXXXXXXXX AT XXXXXXXX SQUARE, INC.
X. XXXXXXXXX AT LOCUST GROVE I, INC.
X. XXXXXXXXX AT LOWER SAUCON, INC.
X. XXXXXXXXX AT LOWER SAUCON II, INC.
X. XXXXXXXXX AT MAHWAH II, INC.
X. XXXXXXXXX AT MAHWAH III, INC.
X. XXXXXXXXX AT MAHWAH IV, INC.
X. XXXXXXXXX AT MAHWAH IX, INC.
X. XXXXXXXXX AT MAHWAH V, INC.
X. XXXXXXXXX AT MAHWAH VI, INC.
X. XXXXXXXXX AT MAHWAH VII, INC.
X. XXXXXXXXX AT MAHWAH VIII, INC.
X. XXXXXXXXX AT MANALAPAN, INC.
X. XXXXXXXXX AT MARLBORO TOWNSHIP II, INC.
X. XXXXXXXXX AT MARLBORO TOWNSHIP III, INC.
X. XXXXXXXXX AT MARLBORO TOWNSHIP IV, INC.
X. XXXXXXXXX AT MARLBORO TOWNSHIP, INC.
X. XXXXXXXXX AT XXXXXX XXXXX XX, INC.
X. XXXXXXXXX AT MEDFORD I, INC.
X. XXXXXXXXX AT MERRIMACK II, INC.
X. XXXXXXXXX AT MERRIMACK, INC.
X. XXXXXXXXX AT MONTCLAIR, INC.
X. XXXXXXXXX AT MONTCLAIR, NJ, INC.
X. XXXXXXXXX AT XXXXXXXXXX I, INC.
X. XXXXXXXXX AT MONTVILLE II, INC.
X. XXXXXXXXX AT MONTVILLE, INC.
X. XXXXXXXXX AT NEWARK I, INC.
X. XXXXXXXXX AT NEWARK URBAN RENEWAL CORPORATION I, INC.
X. XXXXXXXXX AT NEWARK URBAN RENEWAL CORPORATION III, INC.
X. XXXXXXXXX AT NEWARK URBAN RENEWAL CORPORATION IV, INC.
X. XXXXXXXXX AT NEWARK URBAN RENEWAL CORPORATION V, INC.
X. XXXXXXXXX AT NORTH BRUNSWICK II, INC.
X. XXXXXXXXX AT NORTH BRUNSWICK III, INC.
X. XXXXXXXXX AT NORTH BRUNSWICK IV, INC.
X. XXXXXXXXX AT NORTHERN WESTCHESTER, INC.
X. XXXXXXXXX AT NORTHLAKE, INC.
X. XXXXXXXXX AT OCEAN TOWNSHIP II, INC.
X. XXXXXXXXX AT OCEAN TOWNSHIP, INC.
X. XXXXXXXXX AT OCEAN WALK, INC.
X. XXXXXXXXX AT P.C. HOMES, INC.
X. XXXXXXXXX AT P.C. PROPERTIES, INC.
X. XXXXXXXXX AT PARK RIDGE, INC.
X. XXXXXXXXX AT PASCO I, INC.
X. XXXXXXXXX AT XXXXX XX, INC.
X. XXXXXXXXX AT PEEKSKILL, INC.
X. XXXXXXXXX AT PEMBROKE SHORES, INC.
X. XXXXXXXXX AT PERKIOMEN I, INC.
X. XXXXXXXXX AT PERKIOMEN II, INC.
X. XXXXXXXXX AT PLAINSBORO I, INC.
X. XXXXXXXXX AT PLAINSBORO III, INC.
X. XXXXXXXXX AT POLO TRACE, INC.
X. XXXXXXXXX AT PORT IMPERIAL NORTH, INC.
X. XXXXXXXXX AT PORT IMPERIAL URBAN RENEWAL, INC.
X. XXXXXXXXX AT XXXXXXX, INC.
X. XXXXXXXXX AT PRINCETON, INC.
X. XXXXXXXXX AT RANCHO CHRISTIANITOS, INC.
X. XXXXXXXXX AT RARITAN I, INC.
X. XXXXXXXXX AT RESERVOIR RIDGE, INC.
X. XXXXXXXXX AT RIVER OAKS, INC.
X. XXXXXXXXX AT SAN SEVAINE, INC.
X. XXXXXXXXX AT SARATOGA, INC.
X. XXXXXXXXX AT SCOTCH PLAINS II, INC.
X. XXXXXXXXX AT SENECA CROSSING, INC.
X. XXXXXXXXX AT SMITHVILLE II, INC.
X. XXXXXXXXX AT SMITHVILLE, INC.
X. XXXXXXXXX AT SOMERSET III, INC.
X. XXXXXXXXX AT SOMERSET VI, INC.
X. XXXXXXXXX AT SOMERSET VIII, INC.
X. XXXXXXXXX AT SOUTH BRUNSWICK II, INC.
X. XXXXXXXXX AT SOUTH BRUNSWICK III, INC.
X. XXXXXXXXX AT SOUTH BRUNSWICK IV, INC.
X. XXXXXXXXX AT SOUTH BRUNSWICK V, INC.
X. XXXXXXXXX AT SOUTH BRUNSWICK, INC.
X. XXXXXXXXX AT SPRING RIDGE, INC.
X. XXXXXXXXX AT STONE CANYON, INC.
X. XXXXXXXXX AT STONEGATE, INC. (a CA Corporation)
X. XXXXXXXXX AT STONEGATE, INC. (a VA Corporation)
X. XXXXXXXXX AT STONY POINT, INC.
X. XXXXXXXXX AT STUART ROAD, INC.
X. XXXXXXXXX AT SUMMERWOOD, INC.
X. XXXXXXXXX AT SULLY STATION, INC.
X. XXXXXXXXX AT SYCAMORE, INC.
X. XXXXXXXXX AT TANNERY HILL, INC.
X. XXXXXXXXX AT TARPON LAKES III, INC.
X. XXXXXXXXX AT TAUNTON, INC.
X. XXXXXXXXX AT THE BLUFF, INC.
X. XXXXXXXXX AT THE CEDARS, INC.
X. XXXXXXXXX AT THE XXXX, INC.
X. XXXXXXXXX AT THE RESERVE AT MEDFORD, INC.
X. XXXXXXXXX AT THORNBURY, INC.
X. XXXXXXXXX AT TIERRASANTA, INC.
X. XXXXXXXXX AT TUXEDO, INC.
X. XXXXXXXXX AT UNION TOWNSHIP I, INC.
X. XXXXXXXXX AT UPPER FREEHOLD TOWNSHIP I, INC.
X. XXXXXXXXX AT UPPER MAKEFIELD I, INC.
X. XXXXXXXXX AT UPPER MERION, INC.
X. XXXXXXXXX AT XXXX RANCH, INC.
X. XXXXXXXXX AT VALLEYBROOK II, INC.
X. XXXXXXXXX AT VALLEYBROOK, INC.
X. XXXXXXXXX AT WALL TOWNSHIP IV, INC.
X. XXXXXXXXX AT WALL TOWNSHIP VI, INC.
X. XXXXXXXXX AT WALL TOWNSHIP VII, INC.
X. XXXXXXXXX AT WALL TOWNSHIP, INC.
X. XXXXXXXXX AT WASHINGTONVILLE, INC.
X. XXXXXXXXX AT XXXXX XX, INC.
X. XXXXXXXXX AT XXXXX III, INC.
X. XXXXXXXXX AT XXXXX XX, INC.
X. XXXXXXXXX AT XXXXX V, INC.
X. XXXXXXXXX AT XXXXX VI, INC.
X. XXXXXXXXX AT XXXXX VII, INC.
X. XXXXXXXXX AT XXXXX, INC.
X. XXXXXXXXX AT WEST ORANGE, INC.
X. XXXXXXXXX AT WESTCHESTER, INC.
X. XXXXXXXXX AT WINSTON TRAILS II, INC.
X. XXXXXXXXX AT XXXXXXX TRAILS, INC.
X. XXXXXXXXX AVIATION, INC.
X. XXXXXXXXX COMPANIES AT WILDROSE, INC.
X. XXXXXXXXX COMPANIES NORTHEAST, INC.
X. XXXXXXXXX COMPANIES OF CALIFORNIA, INC.
X. XXXXXXXXX COMPANIES OF CENTRAL JERSEY, INC.
X. XXXXXXXXX COMPANIES OF FLORIDA, INC.
X. XXXXXXXXX COMPANIES OF MARYLAND, INC.
X. XXXXXXXXX COMPANIES OF METRO WASHINGTON, INC.
X. XXXXXXXXX COMPANIES OF NEW YORK, INC.
X. XXXXXXXXX COMPANIES OF NORTH CAROLINA, INC.
X. XXXXXXXXX COMPANIES OF PENNSYLVANIA, INC.
X. XXXXXXXXX COMPANIES OF SOUTHERN CALIFORNIA, INC.
X. XXXXXXXXX CONSTRUCTION MANAGEMENT, INC.
X. XXXXXXXXX DEVELOPMENTS OF CALIFORNIA, INC.
X. XXXXXXXXX DEVELOPMENTS OF MARYLAND, INC.
X. XXXXXXXXX DEVELOPMENTS OF METRO WASHINGTON, INC.
X. XXXXXXXXX DEVELOPMENTS OF NEW JERSEY, INC.
X. XXXXXXXXX DEVELOPMENTS OF NEW YORK, INC.
X. XXXXXXXXX FLORIDA DIVISION, INC. (f/k/a X. XXXXXXXXX TREASURE COAST, INC.)
X. XXXXXXXXX INVESTMENT PROPERTIES OF NEW JERSEY, INC.
X. XXXXXXXXX INVESTMENT PROPERTIES, INC.
X. XXXXXXXXX MARINE, INC.
X. XXXXXXXXX MORTGAGE USA, INC.
X. XXXXXXXXX PROPERTIES OF EAST BRUNSWICK II, INC.
X. XXXXXXXXX PROPERTIES OF FRANKLIN, INC.
X. XXXXXXXXX PROPERTIES OF XXXXXXXX, INC.
X. XXXXXXXXX PROPERTIES OF LAKE WORTH, INC.
X. XXXXXXXXX PROPERTIES OF NEWARK URBAN RENEWAL CORPORATION, INC.
X. XXXXXXXXX PROPERTIES OF NORTH BRUNSWICK I, INC.
X. XXXXXXXXX PROPERTIES OF NORTH BRUNSWICK III, INC.
X. XXXXXXXXX PROPERTIES OF NORTH BRUNSWICK IV, INC.
X. XXXXXXXXX PROPERTIES OF NORTH BRUNSWICK V, INC.
X. XXXXXXXXX PROPERTIES OF NORTH CENTER DRIVE, INC.
X. XXXXXXXXX PROPERTIES OF PISCATAWAY, INC.
X. XXXXXXXXX PROPERTIES OF POMPANO BEACH, INC.
X. XXXXXXXXX PROPERTIES OF RED BANK, INC.
X. XXXXXXXXX PROPERTIES OF ROUTE 35, INC.
X. XXXXXXXXX PROPERTIES OF WALL TOWNSHIP VIII, INC.
X. XXXXXXXXX REAL ESTATE INVESTMENT, INC.
X. XXXXXXXXX SOUTHEAST FLORIDA, INC.
X. XXXXXXXXX SOUTHEAST REGION, INC. (f/k/a X. XXXXXXXXX FLORIDA REGION, INC.)X.
XXXXXXXXX'X FOUR SEASONS OF THE PALM BEACHES, INC.
KHC ACQUISITION, INC.
KHIPE, INC.
KINGS GRANT EVESHAM CORP.
LANDARAMA, INC.
XXXXXXX GROUP, INC.
XXXXX XXXXXXX CONSTRUCTION CO., INC.
MONTEGO BAY I ACQUISITION CORP., INC.
MONTEGO BAY II ACQUISITION CORP., INC.
NEW ENGLAND COMMUNITY MANAGEMENT CO., INC.
NEW X. XXXXXXXXX DEVELOPMENTS OF FLORIDA, INC.
PARTHENON GROUP, INC.
PIKE UTILITIES, INC.
PINE BROOK CO., INC.
RECREATIONAL DEVELOPMENT CORP., INC.
STONEBROOK HOMES, INC.
THE NEW FORTIS CORPORATION
TROPICAL SERVICE BUILDERS, INC.
WESTERN FINANCIAL SERVICES, INC.
By:
---------------------------------
Name: J. Xxxxx Xxxxxx
Title: On behalf of, and as Senior
Vice President,Treasurer and Chief
Financial Officer of
each of the foregoing corporations
Attest:
---------------------------
Name:
Title:
X. XXXXXXXXX AT BERKELEY, L.L.C.
K. HOVNANIAN AT BERNARDS V, L.L.C.
K. HOVNANIAN AT BLUE HERON PINES, L.L.C.
K. HOVNANIAN AT CARMEL VILLAGE, X.XX.
X. XXXXXXXXX AT XXXXXXX I, L.L.C.
K. HOVNANIAN AT XXXXXXX, L.L.C.
K. HOVNANIAN AT GUTTENBERG, L.L.C.
K. HOVNANIAN AT XXXXXXX, L.L.C.
K. HOVNANIAN AT JERSEY CITY IV, L.L.C.
K. HOVNANIAN AT KING FARM, L.L.C.
K. HOVNANIAN AT LAKE TERRAPIN, L.L.C.
K. HOVNANIAN AT LAFAYETTE ESTATES, L.L.C.
K. HOVNANIAN AT XXXXXXXX V, L.L.C.
K. HOVNANIAN AT XXXXXXX, L.L.C.
K. HOVNANIAN AT LOWER SAUCON II, L.L.C.
K. HOVNANIAN AT MANSFIELD I, LLC
X. XXXXXXXXX AT XXXXXXXXX II, LLC
X. XXXXXXXXX AT MENIFEE, L.L.C.
K. HOVNANIAN AT MIDDLETOWN, L.L.C.
K. HOVNANIAN AT NORTH BRUNSWICK VI, L.L.C.
K. HOVNANIAN AT NORTHFIELD, L.L.C.
K. HOVNANIAN AT XXXXX XXXXXXX, L.L.C.
K. HOVNANIAN AT XXXXXXX HEIGHTS, L.L.C.
K. HOVNANIAN AT SOUTH AMBOY, L.L.C.
K. HOVNANIAN AT SOUTH BANK, L.L.C.
K. HOVNANIAN AT UPPER FREEHOLD TOWNSHIP II, L.L.C.
K. HOVNANIAN AT WANAQUE, L.L.C.
K. HOVNANIAN AT XXXXX VIII, L.L.C.
K. HOVNANIAN AT WEST WINDSOR, L.L.C.
K. HOVNANIAN AT WINCHESTER, L.L.C.
K. HOVNANIAN CENTRAL ACQUISITIONS, L.L.C.
K. HOVNANIAN NORTH CENTRAL ACQUISITIONS, L.L.C.
K. HOVNANIAN NORTH JERSEY ACQUISITIONS, L.L.C.
K. HOVNANIAN SHORE ACQUISITIONS, L.L.C.
K. HOVNANIAN SOUTH JERSEY ACQUISITION, L.L.C.
K. HOVNANIAN'S FOUR SEASONS, L.L.C.
By: X. Xxxxxxxxx
Developments of New Jersey, Inc., as the sole
member of each of the foregoing limited
liability companies
By:
---------------------------------
Name: J. Xxxxx Xxxxxx
Title: Senior Vice President, Treasurer and
Chief Financial Officer
Attest:
-----------------------------
Name:
Title:
AGENT:
PNC Bank, National Association, as Agent
By:
----------------------------------
Name:
Title:
BANKS:
PNC Bank, National Association
By:
--------------------------------
Name:
Title:
Bank of America National Trust
and Savings Association
By:
------------------------------------
Name:
Title:
First Union National Bank
By:
------------------------------------
Name:
Title:
BankBoston, N.A.
(f/k/a First National Bank of Boston)
By:
---------------------------------
Name:
Title:
First National Bank of Chicago
By:
----------------------------------
Name:
Title:
Comerica Bank
By:
-----------------------------------
Name:
Title:
Credit Lyonnais New York Branch
By:
----------------------------------
Name:
Title:
Guaranty Federal Bank F.S.B.
By:
----------------------------------
Name:
Title:
SUPPLEMENT TO SCHEDULE 1
Consolidated Subsidiaries of Hovnanian Enterprises, Inc.
Type
Company Name Code
(1)X. XXXXXXXXX NORTH JERSEY ACQUISITIONS, L.L.C. 5
(X. XXXXXXXXX AT NORTH JERSEY ACQUISITION, L.L.C.)
(1)X. XXXXXXXXX CENTRAL ACQUISITIONS, L.L.C. 5
(X. XXXXXXXXX CENTRAL ACQUISITION, L.L.C.)
(1)X. XXXXXXXXX NORTH CENTRAL ACQUISITIONS, L.L.C. 5
(X. XXXXXXXXX NORTH CENTRAL ACQUISITION, L.L.C.)
(1)X. XXXXXXXXX SHORE ACQUISITIONS, L.L.C. 5
(X. XXXXXXXXX SHORE ACQUISITION, L.L.C.)
X. XXXXXXXXX SOUTH JERSEY ACQUISITION, L.L.C. 5
X. XXXXXXXXX AT XXXXXXX I, L.L.C. 5
X. XXXXXXXXX AT WANAQUE, L.L.C. 5
X. XXXXXXXXX AT WEST WINDSOR, L.L.C. 5
X. XXXXXXXXX AT NORTH BRUNSWICK VI, L.L.C. 5
X. XXXXXXXXX AT MIDDLETOWN, L.L.C. 5
X. XXXXXXXXX AT BERKELEY, L.L.C. 5
X. XXXXXXXXX AT BLUE HERON PINES, L.L.C. 5
X. XXXXXXXXX AT XXXXXXX, L.L.C. 5
X. XXXXXXXXX AT XXXXXXXX V, L.L.C. 5
X. XXXXXXXXX AT WINCHESTER, L.L.C. 5
X. XXXXXXXXX AT XXXX FARM, L.L.C. 5
X. XXXXXXXXX AT XXXXX XXXXXXX, L.L.C. 5
X. XXXXXXXXX AT LAKE TERRAPIN, L.L.C. 5
X. XXXXXXXXX AT MENIFEE, L.L.C. 5
X. XXXXXXXXX AT XXXXXXX HEIGHTS, L.L.C. 5
X. XXXXXXXXX AT CARMEL VILLAGE, L.L.C. 5
X. XXXXXXXXX'X FOUR SEASONS, L.L.C. 5
X. XXXXXXXXX AT SOUTH BANK, L.L.C. 5
X. XXXXXXXXX AT XXXXXXXXX HILLS, INC. 5
X. XXXXXXXXX AT LOWER SAUCON II, INC. 5
X. XXXXXXXXX AT SUMMERWOOD, INC. 5
X. XXXXXXXXX'X FOUR SEASONS OF THE PALM BEACHES, INC. 5
X. XXXXXXXXX AT BARRINGTON, INC. 5
(2)X. XXXXXXXXX PROPERTIES OF LAKE WORTH, INC. 6
(2)X. XXXXXXXXX PROPERTIES POMPANO BEACH, INC. 6
(2)X. XXXXXXXXX PROPERTIES OF WALL TOWNSHIP VIII, INC. 6
(2)X. XXXXXXXXX PROPERTIES OF FRANKLIN, INC. 6
(2)X. XXXXXXXXX PROPERTIES OF XXXXXXXX, INC. 6
(2)X. XXXXXXXXX PROPERTIES OF NEWARK URBAN RENEWAL CORPORATION, INC. 6
(2)X. XXXXXXXXX PROPERTIES OF NORTH BRUNSWICK I, INC. 6
(2)X. XXXXXXXXX PROPERTIES OF NORTH BRUNSWICK III, INC. 6
(2)X. XXXXXXXXX PROPERTIES OF NORTH BRUNSWICK IV, INC. 6
(2)X. XXXXXXXXX PROPERTIES OF NORTH BRUNSWICK V, INC. 6
(2)X. XXXXXXXXX PROPERTIES OF NORTH CENTER DRIVE, INC. 6
(2)X. XXXXXXXXX PROPERTIES OF PISCATAWAY, INC. 6
(2)X. XXXXXXXXX PROPERTIES OF ROUTE 35, INC. 6
X. XXXXXXXXX AT GUTTENBERG, L.L.C. 5
X. XXXXXXXXX AT XXXXXXX, L.L.C. 5
X. XXXXXXXXX AT JERSEY CITY IV, L.L.C. 5
X. XXXXXXXXX AT UPPER FREEHOLD TOWNSHIP II, L.L.C. 5
X. XXXXXXXXX AT LAFAYETTE ESTATES, L.L.C. 5
X. XXXXXXXXX AT SOUTH AMBOY, L.L.C. 5
X. XXXXXXXXX AT XXXXXXX, L.L.C. 5
X. XXXXXXXXX AT UPPER FREEHOLD TOWHSHIP III, L.L.C. 5
(1) Noted entities are shown by corrected names. These noted entities executed
the Amended and Restated Credit Agreement using the incorrect names which are
shown in parenthesis above. Each entity has executed and delivered a Joinder
Agreement using their correct name.
(2) Notes entities were formerly Income Producing Property Subsidiaries whose
type has changed to Operating Property Subsidiaries. Each such entity has
submitted a Joinder Agreement to become a Guarantor of the Credit Facility.
Type Codes:
1) The Borrower
2) A Finance Subsidiary
3) A Mortgage Subsidiary
4) An Income Producing Property Subsidiary
5) A Homebuilding Subsidiary
6) An Operating Property Subsidiary
7) Other Corporate Subsidiary
8) KHL, Inc.
REPLACEMENT SCHEDULE 9
X. Xxxxxxxxx Enterprises, Inc.
Revolving Credit Commitments of Banks
PNC Bank National Association $50,000,000 18.87% $10,000,000 21.82%
Xxx Xxxxx Xxxxxx - 00xx Xxxxx
Xxxx Xxxxxxxxx, Xxx Xxxxxx 00000
Bank of America, NT & SA $60,000,000 22.64% N/A 21.82%
Commercial Real Estate Services
12th Floor, 000 Xxxxx XxXxxxx
Xxxxxxx, Xxxxxxxx 00000
First Union National Bank $30,000,000 11.32% N/A 10.91%
FC7-200-1-22
CN 1
Xxxxxxxxxx, Xxx Xxxxxx 00000
First National Bank of Chicago $25,000,000 9.43% N/A 9.09%
Xxx Xxxxx Xxxxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
First National Bank of Boston $25,000,000 9.43% N/A 9.09%
000 Xxxxxxxxx Xxxxxx Xxxxx, X.X.
Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
Comerica Bank $25,000,000 9.43% N/A 9.09%
000 Xxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Credit Lyonnais $25,000,000 9.43% N/A 9.09%
1301 Avenue of the Americas
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Guaranty Federal Bank, F.S.B. $25,000,000 9.43% N/A 9.09%
0000 Xxxxxxx Xxxxxx
Xxxxxx, Xxxxx 00000
------------ ------------
$265,000,000 $10,000,000
The Revolving Credit Commitment Percentages and the Facility Percentages shown
above are approximate figures. Each respective Bank's Revolving Credit
Commitment Percentage shall be equal to such Bank's Revolving Credit Commitment
divided by the aggregate amount of the Revolving Credit Commitments of all
Banks. Each Bank's Facility Percentage shall be equal to such Bank's Facility
Commitment divided by the aggregate amount of the Facility Commitments of all
Banks.
REPLACEMENT SCHEDULE 11
(Page 1 of 1)
X. Xxxxxxxxx Enterprises, Inc.
Letter of Credit Limit of Each Bank
BANK NAME MAXIMUM AMOUNT OF
LETTERS OF CREDIT
PNC Bank, National Association $20,000,000
Bank of America, National Trust and Savings
Association $40,000,000
First Union National Bank $5,000,000
The First National Bank of Chicago $0
First National Bank of Boston $20,000,000
Comerica Bank $0
Credit Lyonnais $0
Guaranty Federal Bank, F.S.B. $0