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EXHIBIT 10.8(c)
AMENDMENT TO CONSTRUCTION LINE OF CREDIT LOAN AGREEMENT
THIS AMENDMENT TO CONSTRUCTION LINE OF CREDIT LOAN AGREEMENT (the
"Amendment") is made and entered into as of the 15th day of January, 1997, by
and between:
(i) BANK UNITED, formerly known as Bank United of Texas
FSB, a Federal savings bank with principal office and place of
business in Houston, Texas (the "Lender"), and
(ii) THE XXXXX COMPANIES, INC., a Florida corporation with
principal office and place of business in Coral Gables,
Florida (the "Borrower")
WITNESSETH:
WHEREAS, pursuant to that certain Construction Line of Credit Loan
Agreement dated as of March 13, 1996 between the Borrower and the Lender, as
amended by (a) that certain Amendment to Construction Line of Credit Loan
Agreement dated as of May 6, 1996 between Borrower and Lender and (b) that
certain Amendment to Construction Line of Credit Loan Agreement dated as of
December 30, 1996, between the Borrower and the Lender (as amended, the "Loan
Agreement"), the Lender made a revolving loan (the "Loan") to the Borrower in
the maximum principal amount of Ten Million Dollars ($10,000,000.00) to provide
financing for the construction of single family residences.
WHEREAS, the parties now desire to amend the terms of the Loan
Agreement to provide for a future increase to the amount of the Loan and to
establish a "Maximum Amount of Revolving Credit", all as provided herein,
NOW, THEREFORE, in consideration of the premises and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby amend the Loan Agreement and agree as
follows:
1. Definitions. All capitalized terms used herein and not
otherwise defined shall have their same respective meanings herein as defined
in the Loan Agreement.
2. The Loan. Section 2.1 of the Loan Agreement is hereby amended
and restated, as
2.1 Loan. Subject to the terms and conditions contained in
this Agreement, the Lender agrees to fund and Borrower may borrow,
pay, reborrow or repay Advances from time to time from the date hereof
until the Maturity Date; provided, however, at no time shall the
principal balance of all the Advances outstanding hereunder at any
time exceed the "Maximum Amount of Revolving Credit", as hereinafter
defined. As used herein, the term "Maximum Amount of ' Revolving
Credit" shall mean Ten Million Dollars ($10,000,000.00) or such other
amount as may be requested by the Borrower from time to time up to the
sum of Fifteen Million Dollars ($15,000,000.00). Any increase to the
Maximum Amount of Revolving Credit shall be subject to the Borrower's
continued compliance with the terms,
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covenants and conditions contained in this Agreement and upon the
execution and delivery of such additional Loan Documents as the lender
may require in order to evidence and secure such increase.
3. Additional Limitations. Section 2.4.2 of the Loan Agreement is
hereby amended and restated as follows:
2.4.2 Advances shall not be funded (i) to finance more than
six (6) Model Units at any time, (ii) to finance more than fifteen (15) Spec
Units at any time or (iii) to finance more than ten (10) Scattered Lots at any
time in any one subdivision.
4. Note. Whenever reference is made in the Loan Agreement or in
any of the other Loan Documents to the term Note, the same shall be deemed to
mean that certain promissory note dated March 13, 1996, made by the Borrower
payable to the order of the Lender in the principal amount of Ten Million
Dollars ($10,000,000.00), together with such additional or substitute
promissory notes that may be executed and delivered by the Borrower to the
Lender pursuant to the terms, covenants and conditions of this Agreement now or
hereafter evidencing the Loan, and all renewals, modifications, increases and
extensions thereof.
5. Unused Commitment. Whenever reference is made in the Loan
Agreement or in any of the other Loan Documents to the term "Unused
Commitment", the same shall be deemed to mean the difference between the
Maximum Amount of Revolving Credit and the aggregate amount of all Advances
previously approved or in process hereunder (whether actually disbursed or
reserved for future disbursement for construction of a Unit, subject to the
limitations set forth in Section 2.2 of the Agreement which establishes the
maximum amount of the aggregate Advances for construction of Units), net of
principal repayments hereunder which are available for redisbursement in
accordance with the terms of the Agreement.
6. Maturity Date. Whenever reference is made in the Loan
Agreement to the term "Maturity Date", the same shall be deemed to mean July 1,
1998, unless extended by the Lender in writing from time to time in its sole
and complete discretion.
7. Reaffirmation. Except as modified hereby, the Borrower hereby
reaffirms and confirms and incorporates herein by reference each of the terms,
covenants and conditions contained in the Loan Agreement.
8. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of Florida.
9. Parties Bound. This Amendment shall be binding upon and shall
inure to the benefit of the parties hereto and their respective successors and
assigns.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first above written.
THE XXXXX COMPANIES, INC. BANK UNITED
By: /s/ XXXX XXXXXX By: /s/ XXXX XXXXXXX
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Name: XXXX XXXXXX Name: XXXX XXXXXXX
Title: Vice President Title: Vice President
(the "Borrower") (the "Lender")
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GUARANTOR'S JOINDER AND CONSENT
The undersigned, NHC HOLDINGS CORP., a Nevada corporation (the
"Guarantor") hereby (i) consents to, and agrees to be bound by, the terms,
covenants and conditions contained in the foregoing Amendment to Construction
Line of Credit Loan Agreement and (ii) hereby reaffirms, confirms and
incorporates herein by reference each of the terms, covenants and conditions
contained in the certain Guaranty of the Loan dated March 13, 1996, made by the
Guarantor to and in favor of the Lender.
NCH HOLDINGS, CORP., a
Nevada corporation
By: /s/ XXXXXXX XXXXXX
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Title: CFO
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(the "Guarantor")
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