THIRD AMENDMENT TO CREDIT AGREEMENT
This Third Amendment to Credit Agreement ("Third Amendment")dated as of the
day of ___________, 1996 among X. Xxxxxxxxx Enterprises, Inc. ("Company"),
Hovnanian Enterprises, Inc. ("Hovnanian"), the subsidiaries of Hovnanian listed
on the signature pages of this Third Amendment (each, together with Hovnanian, a
"Guarantor" and collectively the "Guarantors") and
Midlantic Bank, N.A. (formerly known as Midlantic National Bank)("Midlantic"),
Chemical Bank ("Chemical"), Meridian Bank ("Meridian"), NationsBank, National
Association (formerly known as NationsBank of Virginia, N.A.) ("NationsBank"),
First National Bank of Boston ("Bank of Boston"), Bank of America Illinois ("B
of A Illinois"), The First National Bank of Chicago ("First of Chicago"),
Comerica Bank ("Comerica") and Credit Lyonnais New York Branch ("Credit
Lyonnais") (each such banking institution individually referred to as a "Bank"
and collectively as the "Banks"), and Midlantic Bank, N.A., as Agent for the
Banks ("Agent").
BACKGROUND
WHEREAS, pursuant to that certain Credit Agreement, dated as of July 30,
1993, among the Company, certain Guarantors named therein or thereafter added,
the Banks named therein, and the Agent (as the same was amended by a certain
Amendment to Credit Agreement dated as of July 19, 1994 (the "Amendment") and a
certain Second Amendment to Credit Agreement dated as of
April 28, 1995 ("Second Amendment") and may be further 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, pursuant to a certain Joinder Agreement and related agreements
dated December 8, 1993, PNC Bank, National Association ("PNC") joined in the
Revolving Credit Commitment and thereby became an Additional Bank thereunder;
WHEREAS, pursuant to a certain Joinder Agreement ("Meridian Joinder") and
related agreements dated January 26, 1994, Meridian joined in the Revolving
Credit Commitment and has thereby become an Additional Bank thereunder;
WHEREAS, pursuant to the Amendment, NationsBank, Bank of Boston, and
Continental Bank (now known as Bank of America Illinois) joined in the Revolving
Credit Commitment and thereby became Additional Banks thereunder, and the
parties made certain other modifications in their financing arrangements;
WHEREAS, pursuant to Section 8.7(c) of the Credit Agreement and to a
certain Joinder Agreement and related agreements dated August 31, 1994, Bank of
America National Trust and Savings Association ("B of A") joined in the
Revolving Credit Commitment and thereby became the Additional Bank referred to
in said Section 8.7(c) of the Credit Agreement and caused the total amount of
Revolving Credit Commitments to be increased to $215,000,000;
WHEREAS, B of A Illinois has obtained by assignment the Revolving Credit
Commitment, Revolving Credit Note and outstanding Revolving Credit Loans of B of
A and has succeeded to the rights, title, interest and obligations of B of A
with respect thereto and under the Credit Agreement and related
agreements and documents;
WHEREAS, as of the date hereof, First of Chicago is obtaining by assignment
the Revolving Credit Commitment, Revolving Credit Note and outstanding Revolving
Credit Loans of NBD Bank ("NBD") and is succeeding to the rights, title,
interest and obligations of NBD with respect thereto and under the Credit
Agreement and related agreements and documents;
WHEREAS, as of the date hereof, Midlantic is obtaining by assignment the
Revolving Credit Commitment, Revolving Credit Note and outstanding Revolving
Credit Loans of PNC and is succeeding to the rights, title, interest and
obligations of PNC with respect thereto and under the Credit Agreement and
related agreements and documents;
WHEREAS, contemporaneously with the execution and delivery hereof, the
Revolving Credit Commitment of Summit Bank (formerly known as United Jersey
Bank) in the amount of $20,000,000 is terminated and all outstanding Revolving
Credit Loans (with interest accrued to the date of payment) owing to such Bank
shall thereupon be paid in full;
WHEREAS, Comerica and Credit Lyonnais (for the purposes hereof, each
individually referred to as a "Joining Bank" and collectively as the "Joining
Banks") desire and are willing to join in and assume a Revolving Credit
Commitment (each in the amount of $20,000,000) under and thereby become
Additional Banks under the Credit Agreement and the Company, the Guarantors, the
Banks and the Agent have approved such joinder by the Joining
Banks; and
WHEREAS, the Company, the Guarantors, the Banks and the Agent desire to
further modify the provisions of the Credit Agreement under the terms and
conditions set forth in this Third 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 definition of "Commitment Termination Date" contained in Section
1.1 of the Credit Agreement is hereby deleted and replaced in its entirety by
the following new definition:
"Commitment Termination Date" shall mean, with respect to each Bank,
March 31, 1999, provided, however, that on or before March 31 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.
3. The definition of "Revolving Credit Commitments" contained in Section
1.1 of the Credit Agreement is hereby deleted and replaced in its entirety by
the following new definition:
"Revolving Credit Commitments" means the collective commitments of all
the Banks to make the Revolving Credit Loans to the Company pursuant to this
Agreement in an aggregate principal amount not to exceed, at any time
outstanding, $235,000,000; 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 Schedule 9 attached hereto.
4. The definitions of "Libor Based Rate" and "Prime Based Rate" contained
in Section 1.1 of the Loan Agreement are hereby deleted and replaced in their
entirety by the following new definitions:
"Libor Based Rate" shall mean, with respect to a specified Interest
Period and to the extent applicable with respect to any Bank, that rate of
interest per annum which is equal to such Bank's Libor plus the Applicable Libor
Margin, plus, for each Bank, the cost (as determined by such Bank whose
determination shall be final and conclusive save for manifest error) of
maintaining the Reserve Percentage required for eurocurrency funding (currently
referred to as "Eurocurrency Liabilities" in Regulation D of the Regulations of
the Board of Governors of the Federal Reserve System).
"Prime Based Rate" shall mean, with respect to any Bank, that rate of
interest per annum which is equal to the Prime Rate of such Bank, plus the
Applicable Prime Margin.
5. The following new definitions are hereby added to and deemed
incorporated into (in their respective alphabetical order) Section 1.1 of the
Credit Agreement:
"Adjusted Libor Margin" means the Initial Libor Margin as adjusted, up
or down, by 12 basis points for each Rating Change by one of the Rating Agencies
in such agency's Implied Senior Debt Rating applicable to the Company.
"Adjusted Prime Margin" means the Initial Prime Margin as adjusted by
12 basis points in the case of each negative Rating Change to the fourth tier or
the fifth tier and each positive Rating Change to the fourth tier or the third
tier (or adjusted by 6 basis points in the case of each positive Rating Change
to the second tier or the first tier and each negative Rating Change to the
second tier or the third tier) by one of the Rating Agencies in such agency's
Implied Senior Debt Rating applicable to the Company.
"Applicable Libor Margin" means the Initial Libor Margin or, as the
case may be, the Adjusted Libor Margin.
"Applicable Prime Margin" means the Initial Prime Margin or, as the
case may be, the Adjusted Prime Margin.
"Implied Senior Debt Rating" means the rating, if any, designated by
one of the Rating Agencies as its Implied Senior Debt Rating for the Company.
"Initial Libor Margin" means 200 basis points prior to the date of the
Third Amendment and 175 basis points thereafter.
"Initial Prime Margin" means 50 basis points prior to the date of the
Third Amendment and 25 basis points thereafter.
"Moody's" means Xxxxx'x Investors Service, Inc., or any successor.
"Rating Agency" means each of S&P and Xxxxx'x.
"Rating Change" means a change in the applicable rating among the five
tiers on the following chart assigned by one of the respective Rating Agencies
as its Implied Senior Debt Rating for the Company (the present assigned rating
by each Rating Agency being at (or in the case of Moody's deemed at) the third
tier shown below):
S & P Moody's Tiers
BB+ (or better) Ba1 (or better) Xxxxx
XX Xx0 Xxxxxx
XX- Xx0 Third
B+ B1 Fourth
B (or worse) B2 (or worse) Fifth
"S & P" means Standard & Poor's Ratings Services, a Division of The
XxXxxx-Xxxx Companies, Inc., or any successor.
"Third Amendment" means that certain Third Amendment to Credit
Agreement dated May 31, 1996 among the Company, the Guarantors identified
therein, the Banks identified therein and the Agent.
6. Paragraph 6.1(a)(xi) of the Credit Agreement is deleted in its
entirety and replaced by the following new paragraph:
(xi) within fifty-five (55) days after each fiscal year end, a
certificate containing the calculations to determine the Borrowing Base as well
as the calculations to determine compliance or noncompliance, as the case may
then be, with subsection 6.2(bb), in each case as of such fiscal year end; and
7. Paragraph 8.7(c) of the Credit Agreement is hereby further modified to
allow and provide for the joinder, pursuant to the terms and conditions of this
Third Amendment, of the Joining Banks as Additional Banks under the Credit
Agreement and each of their assumption of a Revolving Credit Commitment, as well
as the resulting increase in the aggregate Revolving Credit Commitments. The
Company shall have no further option pursuant to such paragraph 8.7(c) to add
Additional Banks under the Credit Agreement.
8. Each Joining Bank hereby joins in, and assumes a Revolving Credit
Commitment under, the Credit Agreement (as amended hereby) and thereby becomes
an Additional Bank there-under. Each Joining Bank shall thereby for all
purposes be hereinafter considered a Bank under the Credit Agreement, agrees to
be bound by its respective Revolving Credit Commitment set forth herein and the
terms of the Credit Agreement (as amended hereby), and shall thereby obtain all
benefits and rights of and agree to perform all duties and obligations of a Bank
thereunder.
9. The parties hereto each hereby approve (a) the assignment of all of
NBD's rights, title, interest and obligations under the Credit Agreement and
related agreements and documents to First of Chicago and (b) the assignment of
all of PNC's rights, title, interest and obligations under the Credit Agreement
and related agreements and documents to Midlantic.
10. By reason of the joinder of the Joining Banks as Banks under the
Credit Agreement, certain changes being hereby made to the Revolving Credit
Commitments of Midlantic and Chemical and the resulting increase in the
Revolving Credit Commitments (as contemplated by paragraph 3 above of this Third
Amendment), Sixth Replacement Schedule 9 (attached to the Agent's letter to the
Banks of November 21, 1995) to the Credit Agreement is hereby replaced and
superseded in its entirety by Seventh Replacement Schedule 9 attached to this
Third Amendment. All references in the Credit Agreement to Schedule 9 shall
hereinafter be deemed for all purposes to refer to Seventh Replacement Schedule
9.
11. Contemporaneously herewith, the Company shall execute and deliver to
each Joining Bank a Revolving Credit Note in the amount of its respective
Revolving Credit Commitment and the Guarantors shall each execute and deliver
their Guaranty to each Joining Bank. The Company shall also then execute and
deliver a replacement Revolving Credit Note to each of Midlantic (to consolidate
the two existing notes now held by Midlantic), Chemical, B of A Illinois (to
consolidate the two existing notes held by B of A Illinois in the amount of
$20,000,000 each into a single note in the amount of $40,000,000) and First of
Chicago in the amount of its respective current Revolving Credit Commitment as
reflected by this Third Amendment.
12. The parties acknowledge and agree that the Company need not be in
compliance with Subsection 6.2(w) of the Credit Agreement for the first ten (10)
Business Days following the date of this Third Amendment. The Banks agree that,
to the extent then requested by the Company and subject in any event to the
limits of their respective Revolving Credit Commitments, they shall make a
Revolving Credit Loan in an amount sufficient so that no violation then occurs
with respect to subsection 6.2(w) of the Credit Agreement.
13. The Credit Agreement is further modified by adding the following new
paragraph as paragraph 3.11:
3.11 Taxes. (a) All payments made by the Company under the Credit
Agreement and the Revolving Credit Notes issued from time to time thereunder
shall be made free and clear of, and without deduction or withholding for or on
account of, any present or future income, stamp or other taxes, levies, imposts,
duties, charges, fees, deductions or withholdings, now or hereafter imposed,
levied, collected, withheld or assessed by any Governmental Authority, excluding
net income taxes and franchise taxes (imposed in lieu of net income taxes)
imposed on the Agent or any Bank as a result of a present or former connection
between the Agent or such Bank and the jurisdiction of the Governmental
Authority imposing such tax or any political subdivision or taxing authority
thereof or therein (other than any such connection arising solely from the Agent
or such Bank having executed, delivered or performed its obligations or received
a payment under, or enforced, this Agreement or the Revolving Credit Notes). If
any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions
or withholdings ("Non-Excluded Taxes") are required to be withheld from any
amounts payable to the Agent or any Bank thereunder or under the Revolving
Credit Notes, the amounts so payable to the Agent or such Bank shall be
increased to the extent necessary to yield to the Agent or such Bank (after
payment of all Non-Excluded Taxes) interest or any such other amounts payable
hereunder at the rates or in the amounts specified in the Credit Agreement and
the Revolving Credit Notes, provided, however, that the Company shall not be
required to increase any such amounts payable to any Bank that is not organized
under the laws of the United States of America or a state thereof if (i) such
Bank fails to comply with the requirements of paragraph (b) of this subsection
or (ii) either of the certifications made by such Bank as set forth in such
paragraph is not true and correct with respect to such Bank. Whenever any Non-
Excluded Taxes are payable by the Company, as promptly as possible thereunder
the Company shall send to the Agent for its own account or for the account of
such Bank, as the case may be, a certified copy of an original official receipt
received by the Company showing payment thereof. If the Company fails to pay
any Non-Excluded Taxes when due to the appropriate taxing authority or fails to
remit to the Agent the required receipts or other required documentary evidence,
the Company shall indemnify the Agent and the Banks for any incremental taxes,
interest or penalties that may become payable by the Agent or any Bank as a
result of any such failure. The agreements in this subsection shall survive the
termination of the Credit Agreement and the payment of the Revolving Credit
Notes and all other amounts payable hereunder.
(b) Each Bank that is not incorporated under the laws of the United
States of America or a state thereof shall:
(i) deliver to the Company and the Agent (A) two duly completed
copies of United States internal Revenue Service Form 1001 or 4224, or successor
applicable form, as the case may be, and (B) an Internal Revenue Service Form W-
8 or W-9, or successor applicable form, as the case may be;
(ii) deliver to the Company and the Agent two further copies of any
such form or certification on or before the date that such form or certification
expires or becomes obsolete and after the occurrence of any event requiring a
change in the most recent form previously delivered by it to the Company; and
(iii) obtain such extensions of time for filing and complete such
forms or certifications as may reasonably be requested by the Company or the
Agent; unless in any such case an event (including, without limitation, any
change in treaty, law or regulation) has occurred prior to the date on which any
such delivery would otherwise be required which renders all such forms
inapplicable or which would prevent such Bank from duly completing and
delivering any such form with respect to it and such Bank so advises the Company
and the Agent. Such Bank shall certify (i) in the case of a Form W-8 or W-9,
that it is entitled to an exemption from United States backup withholding tax.
Each Person that shall become a Bank or a participant pursuant to subsection 8.7
of the Credit Agreement shall, upon the effectiveness of the related transfer,
be required to provide all of the forms and statements required pursuant to this
subsection, provided that in the case of a participant such participant shall
furnish all such required forms and statements to the Bank from which the
related participation shall have been purchased.
14. The parties understand and agree that the limitations and provisions
of paragraph 8.7 of the Credit Agreement shall not prevent any Bank from
transferring its Revolving Credit Loans, Revolving Credit Note and Revolving
Credit Commitment to another branch of the same institution.
15. Contemporaneously with the execution hereof, the Company shall pay an
amendment fee, in consideration of the agreements and undertakings of the Banks
set forth in this Third Amendment, as follows:
(a) To each Joining Bank, a payment equal to one-tenth of one percent
(.10%) of the amount of the Facility Commitment of each such Bank;
(b) To each Bank (other than the Joining Banks) whose Facility
Commitment is increasing, one-tenth of one percent (.10%) of the amount of the
increase in the Facility Commitment of each such Bank (as reflected by Seventh
Replacement Schedule 9); and
(c) To each Bank other than the Joining Banks, three-hundreds of one
percent (.03%) of the amount of the Facility Commitment of each such Bank in
effect prior to the date of this Third Amendment.
16. The parties hereto covenant and agree that each of Chemical, B of A
Illinois and Midlantic shall be a managing agent (individually referred to as a
"Managing Agent" and collectively as the "Managing Agents") who shall perform
such duties and responsibilities as the Company, the Agent and the Banks may
hereafter request and the Managing Agents shall accept. Without the prior
written consent of the Agent, no duty, responsibility, right or option granted
to the Agent shall be delegated to any of the Managing Agents and no
compensation payable to the Agent shall be shared with the Managing Agents.
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 Managing Agents.
17. The Company hereby warrants and represents as follows:
(a) There is not currently outstanding any Event of Default of 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 Third Amendment. The execution, delivery and
performance by the Company of this Third 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 Third Amendment. The execution,
delivery and performance by each Guarantor of this Third Amendment have been
duly authorized by all necessary corporate action and are in furtherance of its
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 Third
Amendment.
(e) The execution, delivery and performance of and compliance with
this Third 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 Third 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 further modified as a result of the
inclusion of additional Guarantors and other Consolidated Subsidiaries since the
date of the Second Amendment, each Guarantor executing a separate Joinder
Agreement and also executing this Third Amendment in such capacity, and Third
Supplement to Schedule 1 reflecting the names and status of all such additional
Consolidated Subsidiaries is attached hereto and made part hereof;
(ii) Seventh Replacement Schedule 9 and Third Replacement
Schedule 11 attached to this Third Amendment are deemed incorporated into the
Credit Agreement and Third Supplement to Schedule 1 attached to this Third
Amendment is deemed incorporated into Schedule 1 (as previously amended) to
the Credit Agreement.
18. This Third Amendment shall amend and be deemed incorporated into the
Credit Agreement as previously amended. To the extent any provision of this
Third Amendment is expressly inconsistent with any term or provision of the
Credit Agreement, as previously amended, the terms and provisions of this Third
Amendment shall control.
19. This Third 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.
IN WITNESS WHEREOF, the Company, Hovnanian, the Guarantors, the Banks and
the Agent have each executed this Third Amendment as of the date first above
written.
By:
J. Xxxxx Xxxxxx
Senior Vice President,
Treasurer and Chief Financial Officer
HOVNANIAN ENTERPRISES, INC.
By:
J. Xxxxx Xxxxxx
Senior Vice President,
Treasurer and Chief Financial Officer
EASTERN TITLE AGENCY, INC.
CEDAR HILL WATER WORKS CORPORATION
CEDAR HILL SEWER WORKS CORPORATION
0515 CO., INC.
EXC, INC.
DRYER ASSOCIATES, INC.
EASTERN NATIONAL TITLE INSURANCE AGENCY, INC.
EASTERN NATIONAL TITLE INSURANCE AGENCY I, INC.
X. XXXXXXXXX ENTERPRISES, INC.
ARROW PROPERTIES, INC.
X. XXXXXXXXX AT HOPEWELL III INC.
X. XXXXXXXXX AT XXXXX XX, INC.
(f/k/a X. XXXXXXXXX AT DOVER TOWNSHIP, INC.)
X. XXXXXXXXX AT MONTVILLE, INC.
X. XXXXXXXXX AT ATLANTIC CITY, INC.
HOVNANIAN AT TARPON LAKES I, INC.
HOVNANIAN AT TARPON LAKES II, INC.
HOVNANIAN DEVELOPMENTS OF FLORIDA, INC.
HOVNANIAN GEORGIA, INC.
HOVNANIAN OF PALM BEACH, INC.
HOVNANIAN OF PALM BEACH, II, INC.
HOVNANIAN OF PALM BEACH, III, INC.
HOVNANIAN OF PALM BEACH, IV, INC.
HOVNANIAN OF PALM BEACH, V, INC.
HOVNANIAN OF PALM BEACH, VI, INC.
HOVNANIAN OF PALM BEACH, VII, INC.
HOVNANIAN OF PALM BEACH, VIII, INC.
HOVNANIAN OF PALM BEACH, IX, INC.
HOVNANIAN OF PALM BEACH, X, INC.
HOVNANIAN OF PALM BEACH, XI, INC.
MONTEGO BAY II ACQUISITION CORP., INC.
HOVNANIAN PENNSYLVANIA, INC.
HOVNANIAN PROPERTIES OF ATLANTIC COUNTY, INC.
HOVNANIAN TEXAS, INC.
JERSEY CITY XXXXXXXX CSP, INC.
X. XXXXXXXXX AT ASHBURN VILLAGE
X. XXXXXXXXX AT XXXXXX OAKS, INC.
X. XXXXXXXXX AT KINGS GRANT I, INC.
X. XXXXXXXXX AT XXXXXXXX II, INC.
X. XXXXXXXXX AT PERKIOMEN I, INC.
X. XXXXXXXXX AT BRANCHBURG I, INC.
X. XXXXXXXXX AT BRANCHBURG II, INC.
X. XXXXXXXXX AT BRANCHBURG III, INC.
X. XXXXXXXXX AT BRIDGEWATER V, INC.
X. XXXXXXXXX AT BRIDGEWATER II, INC.
X. XXXXXXXXX AT BRIDGEWATER III, INC.
X. XXXXXXXXX AT BRIDGEWATER IV, INC.
X. XXXXXXXXX AT BULL RUN, INC.
X. XXXXXXXXX AT BURLINGTON, INC.
X. XXXXXXXXX AT CARMEL, INC.
X. XXXXXXXXX AT CAROLINA COUNTY CLUB I, INC.
X. XXXXXXXXX AT CEDAR GROVE I, INC.
X. XXXXXXXXX AT CEDAR GROVE II, INC.
X. XXXXXXXXX AT CHAPEL TRAIL, INC.
X. XXXXXXXXX AT DELRAY BEACH, INC.
X. XXXXXXXXX AT DELRAY BEACH I, INC.
X. XXXXXXXXX AT DELRAY BEACH II, INC.
X. XXXXXXXXX AT OCEAN TOWNSHIP II, INC.
X. XXXXXXXXX AT HORIZON HEIGHTS, INC.
(f/k/a X. XXXXXXXXX AT EAST BRUNSWICK II, INC.)
X. XXXXXXXXX AT KLOCKNER FARMS, INC.
X. XXXXXXXXX COMPANIES JERSEY SHORE, INC.
X. XXXXXXXXX AT EAST BRUNSWICK, INC.
X. XXXXXXXXX AT EMBASSY LAKES INC.
X. XXXXXXXXX AT FAIRWAY VIEWS, INC.
X. XXXXXXXXX AT FT. XXXXX I, INC.
X. XXXXXXXXX AT FT. XXXXX II, INC.
X. XXXXXXXXX AT FREEHOLD TOWNSHIP, INC. (f/k/a X. XXXXXXXXX AT XXXXXXXX, INC.)
X. XXXXXXXXX AT LAKEWOOD, INC. (f/k/a X. XXXXXXXXX AT XXXXXXXX III, INC.)
XXXXXXX GROUP, INC. (f/k/a X. XXXXXXXXX AT XXXXXXXX IV, INC.)
PARTHENON GROUP, INC. (f/k/a X. XXXXXXXXX AT XXXXXXXX V, INC.)
X. XXXXXXXXX AT MARLBORO TOWNSHIP, INC.
X. XXXXXXXXX AT XXXXX V, INC. (f/k/a X. XXXXXXXXX AT XXXXXXXX VII, INC.)
X. XXXXXXXXX AT XXXXXXXX VIII, INC.
X. XXXXXXXXX AT READINGTON, INC.
X. XXXXXXXXX AT HALF MOON BAY, INC.
X. XXXXXXXXX AT XXXXXX TOWNSHIP II, INC.
(f/k/a X. XXXXXXXXX AT XXXXXXXX, INC.)
X. XXXXXXXXX AT XXXXXXXX II, INC.
X. XXXXXXXXX AT HOPEWELL I, INC.
X. XXXXXXXXX AT PLAINSBORO III, INC.
(f/k/a X. XXXXXXXXX AT HOPEWELL II, INC. (a 1989 corp.))
X. XXXXXXXXX AT JACKSONVILLE I, INC.
X. XXXXXXXXX AT JACKSONVILLE II, INC.
X. XXXXXXXXX AT XXXXXX BEACH, 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 LAKE CHARLESTOWN, INC.
X. XXXXXXXXX COMPANIES OF NORTH JERSEY, INC.
X. XXXXXXXXX AT XXXXXXXX XXXXX, INC.
X. XXXXXXXXX AT XXXXXXXX SQUARE, INC.
X. XXXXXXXXX AT MAHWAH V, INC.
(f/k/a X. XXXXXXXXX AT XXXXXXXX SQUARE II, INC.)
X. XXXXXXXXX AT WALL TOWNSHIP II, INC.
X. XXXXXXXXX AT SOUTH BRUNSWICK II, INC.
X. XXXXXXXXX AT LOWER SAUCON, INC.
X. XXXXXXXXX AT MAHOPAC, INC.
X. XXXXXXXXX AT EAST WINDSOR I, INC. (f/k/a X. XXXXXXXXX AT MAHWAH I, INC.)
X. XXXXXXXXX AT MAHWAH II, INC.
X. XXXXXXXXX AT MAHWAH III, INC.
X. XXXXXXXXX AT MAHWAH IV, INC.
X. XXXXXXXXX AT MAHWAH VI, INC.
X. XXXXXXXXX AT MEDFORD I, INC.
X. XXXXXXXXX AT MONTCLAIR, INC.
X. XXXXXXXXX AT XXXXXX XXXXX I, INC.
X. XXXXXXXXX AT XXXXXX XXXXX XX, INC.
X. XXXXXXXXX AT MERRIMACK, INC.
X. XXXXXXXXX AT MERRIMACK II, INC.
X. XXXXXXXXX AT XXXXXXXXXX I, INC.
X. XXXXXXXXX AT MONTVILLE, INC.
X. XXXXXXXXX AT WALL TOWNSHIP, INC.
X. XXXXXXXXX AT XXXXX III, INC. (f/k/a X. XXXXXXXXX AT XXXXXX XX, INC.)
X. XXXXXXXXX AT NEWARK I, INC.
X. XXXXXXXXX AT WALL TOWNSHIP III, INC.
X. XXXXXXXXX AT NEWARK URBAN RENEWAL CORPORATION I, INC.
X. XXXXXXXXX AT NEWARK URBAN RENEWAL CORPORATION II, 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 NORTHERN WESTCHESTER, INC.
X. XXXXXXXXX AT OCEAN TOWNSHIP, INC.
X. XXXXXXXXX AT ORLANDO I, INC.
X. XXXXXXXXX AT XXXXXXX XX, INC.
X. XXXXXXXXX AT ORLANDO III, INC.
X. XXXXXXXXX AT XXXXXXX XX, INC.
X. XXXXXXXXX AT PALM BEACH XIII, INC.
X. XXXXXXXXX AT PASCO I, INC.
X. XXXXXXXXX AT XXXXX XX, INC.
X. XXXXXXXXX AT PEEKSKILL, INC.
X. XXXXXXXXX AT MAHWAH VII, INC. (f/k/a
X. XXXXXXXXX AT PISCATAWAY, INC.)
X. XXXXXXXXX AT MONTCLAIR, N.J., INC.
X. XXXXXXXXX AT THE RESERVE AT MEDFORD, INC.
X. XXXXXXXXX AT PLAINSBORO I, INC.
X. XXXXXXXXX AT PORT ST. LUCIE I, INC.
X. XXXXXXXXX AT RIVER OAKS, INC.
X. XXXXXXXXX AT RESERVOIR RIDGE, INC. (f/k/a X. XXXXXXXXX AT SOMERSET, INC.)
X. XXXXXXXXX AT SOUTH BRUNSWICK, III, INC.
(f/k/a X. XXXXXXXXX AT SOMERSET II, INC.)
X.XXXXXXXXX AT PRINCETON, INC. (f/k/a X. XXXXXXXXX AT SOMERSET III, INC.)
X. XXXXXXXXX AT XXXXXX TOWNSHIP, INC. (f/k/a X. XXXXXXXXX AT SOMERSET V, INC.)
X. XXXXXXXXX AT SOMERSET VI, INC.
X. XXXXXXXXX AT SOUTH BRUNSWICK IV, INC.
(f/k/a/ X. XXXXXXXXX AT SOMERSET VII, INC.)
X. XXXXXXXXX AT SOMERSET VIII, INC.
X. XXXXXXXXX AT SOUTH BRUNSWICK, INC.
X. XXXXXXXXX AT SPRING RIDGE, INC.
X. XXXXXXXXX AT SULLY STATION, INC.
X. XXXXXXXXX AT TARPON LAKES III, INC.
X. XXXXXXXXX AT TAUTON, INC.
X. XXXXXXXXX AT BRANCHBURG IV, INC. (f/k/a X. XXXXXXXXX AT TINTON FALLS, INC.)
X. XXXXXXXXX AT WEST ORANGE, INC.(f/k/a X. XXXXXXXXX AT TINTON FALLS II, INC.)
X. XXXXXXXXX AT UPPER MERION, INC.
X. XXXXXXXXX AT VALLEYBROOK, INC.
X. XXXXXXXXX AT WALL TOWNSHIP, INC.
X. XXXXXXXXX AT WALL TOWNSHIP V, INC.
X. XXXXXXXXX AT WASHINGTONVILLE, INC.
X. XXXXXXXXX AT XXXXX, INC.
X. XXXXXXXXX AT WESTCHESTER, INC.
X. XXXXXXXXX AT WOODBRIDGE ESTATES, INC.
X. XXXXXXXXX AVIATION, INC.
X. XXXXXXXXX COMPANIES OF FLORIDA, INC.
X. XXXXXXXXX COMPANIES OF MASSACHUSETTS, INC.
X. XXXXXXXXX COMPANIES OF METRO WASHINGTON, INC.
X. XXXXXXXXX COMPANIES NORTHEAST, INC.
X. XXXXXXXXX COMPANIES OF NEW YORK, INC.
X. XXXXXXXXX COMPANIES OF NORTH CAROLINA, INC.
X. XXXXXXXXX COMPANIES OF PENNSYLVANIA, INC.
(f/k/a X. XXXXXXXXX COMPANIES OF THE DELAWARE VALLEY, INC.)
X. XXXXXXXXX DEVELOPMENTS OF METRO WASHINGTON, INC.
X. XXXXXXXXX DEVELOPMENTS OF NEW JERSEY, INC.
X. XXXXXXXXX DEVELOPMENTS OF NEW YORK, INC.
X. XXXXXXXXX EQUITIES, INC.
X. XXXXXXXXX AT MONTVILLE II, INC.
K. HOV INTERNATIONAL, INC.
KINGS GRANT EVESHAM CORP.
X. XXXXXXXXX INVESTMENT PROPERTIES OF NEW JERSEY, INC.
X. XXXXXXXXX MARINE, INC.
X. XXXXXXXXX MORTGAGE USA, INC.
X. XXXXXXXXX OF FLORIDA, INC.
X. XXXXXXXXX AT CAROLINA COUNTRY CLUB, INC.
X. XXXXXXXXX OF PALM BEACH XIII, INC.
X. XXXXXXXXX AT HANOVER, INC.
XXXXX XXXXXXX CONSTRUCTION CO., INC. (f/k/a XXXXX XXXXXXX RENOVATIONS, INC.)
X. XXXXXXXXX PROPERTIES OF EAST BRUNSWICK II, INC.
X. XXXXXXXXX PROPERTIES OF RED BANK, INC.
(f/k/a X. XXXXXXXXX PROPERTIES OF XXXXXXXX XX,INC.)
X. XXXXXXXXX PROPERTIES OF FRANKLIN, INC.
X. XXXXXXXXX PROPERTIES OF NORTH BRUNSWICK I, INC.
(f/k/a X. XXXXXXXXX PROPERTIES OF XXXXXXXX II, INC.)
X. XXXXXXXXX PROPERTIES OF ORLANDO, INC.
X. XXXXXXXXX REAL ESTATE INVESTMENT, INC.
X. XXXXXXXXX REAL ESTATE OF FLORIDA, INC.
X. XXXXXXXXX PLAINSBORO, II, INC.
LANDARAMA, INC.
X. XXXXXXXXX AT BEDMINSTER, INC.
NEW ENGLAND COMMUNITY MANAGEMENT CO., INC.
NEW X. XXXXXXXXX COMPANIES OF FLORIDA, INC.
X. XXXXXXXXX TREASURE COAST, INC.
(f/k/a NEW X. XXXXXXXXX DEVELOPMENTS OF FLORIDA, INC.)
PIKE UTILITIES, INC.
PINE BROOK CO., INC.
R.C.K. COMMUNITY MANAGEMENT CO., INC.
RECREATIONAL DEVELOPMENT CORP., INC.
X. XXXXXXXXX AT WALL TOWNSHIP IV, INC.
MONTEGO BAY I ACQUISITION CORP., INC.
SOUTH FLORIDA RESIDENTIAL TITLE AGENCY, INC.
X. XXXXXXXXX AT NORTH BRUNSWICK IV, INC.
(f/k/a THE HERITAGE CLUB AT HOLMDEL, INC.)
THE NEW FORTIS CORPORATION
TROPICAL SERVICE BUILDERS, INC.
WESTERN FINANCIAL SERVICES, INC.
X. XXXXXXXXX COMPANIES OF CENTRAL JERSEY, INC.
X. XXXXXXXXX AT HOLMDEL, INC.
X. XXXXXXXXX PROPERTIES OF ATLANTIC COUNTY, INC.
X. XXXXXXXXX AT XXXXX CREST, INC.
X. XXXXXXXXX AT LAKE CHARLESTON II, INC.
X. XXXXXXXXX AT LAKE CHARLESTON III, INC.
X. XXXXXXXXX COMPANIES OF NORTH CENTRAL JERSEY, INC.
KHIPE, INC.
X. XXXXXXXXX INVESTMENT PROPERTIES, INC.
X. XXXXXXXXX AT BELMONT, INC.
X. XXXXXXXXX AT CAROLINA COUNTRY CLUB II, INC.
X. XXXXXXXXX AT PARK RIDGE, INC.
X. XXXXXXXXX AT VALLEYBROOK II, INC.
X. XXXXXXXXX AT FAIR LAKES, INC. (f/k/a X. XXXXXXXXX AT WATER'S EDGE, INC.)
X. XXXXXXXXX AT WINSTON TRAILS II, INC.
X. XXXXXXXXX AT FAIR LAKES XXXX, INC.
X. XXXXXXXXX AT PEMBROKE SHORES, INC.
(f/k/a X. XXXXXXXXX AT PEMBROKE ISLES, INC.)
X. XXXXXXXXX AT COCONUT CREEK, INC.
GOVERNOR'S ABSTRACT CO., INC.
X. XXXXXXXXX AT POLO TRACE, INC.
X. XXXXXXXXX COMPANIES OF SOUTH JERSEY, INC.
X. XXXXXXXXX AT PERKIOMEN II, INC.
X. XXXXXXXXX AT XXXXX XX, INC.
X. XXXXXXXXX AT UPPER MAKEFIELD I, INC.
X. XXXXXXXXX COMPANIES OF CALIFORNIA, INC.
X. XXXXXXXXX AT LA TERRAZA, INC.
(f/k/a X. XXXXXXXXX COMPANIES OF SOUTHERN CALIFORNIA I, INC.)
X. XXXXXXXXX DEVELOPMENTS OF CALIFORNIA, INC.
FOUNDERS TITLE AGENCY, INC.
X. XXXXXXXXX AT CAROLINA COUNTRY CLUB III, INC.
KHC ACQUISITION, INC.
STONEBROOK HOMES, INC.
X. XXXXXXXXX AT XXXXXX ROAD, INC.
X. XXXXXXXXX AT BALLANTRAE, INC.
X. XXXXXXXXX AT HIGHLAND VINEYARDS, INC.
X. XXXXXXXXX AT EAST WINDSOR II, INC.
(f/k/a X. XXXXXXXXX PROPERTIES OF XXXXXXXX, INC.)
BALLANTRAE HOME SALES, INC.
X. XXXXXXXXX AT HACKETTSTOWN, INC.
X. XXXXXXXXX COMPANIES OF SOUTHERN CALIFORNIA II, INC.
X. XXXXXXXXX AT GREENBROOK, INC. (f/k/a X. XXXXXXXXX AT FAIRWAY ESTATES, INC.,
f/k/a X. XXXXXXXXX AT SPRING MOUNTAIN, INC.)
X. XXXXXXXXX AT CARMEL DEL MAR, INC.
X. XXXXXXXXX AT PRINCETON, INC.
X. XXXXXXXXX AT HUNTER ESTATES, INC.
X. XXXXXXXXX AT XXXX RANCH, INC.
X. XXXXXXXXX AT RARITAN I, INC.
X. XXXXXXXXX AT CALABRIA, INC.
X. XXXXXXXXX AT BEDMINSTER II, INC.
X. XXXXXXXXX AT BERLIN, INC.
X. XXXXXXXXX FLORIDA REGION, INC.
X. XXXXXXXXX AT MARLBORO TOWNSHIP II, INC.
X. XXXXXXXXX SOUTHEAST FLORIDA, INC.
X. XXXXXXXXX DEVELOPMENTS OF MARYLAND, INC.
X. XXXXXXXXX COMPANIES OF MARYLAND, INC.
X. XXXXXXXXX AT SENECA CROSSING, INC.
X. XXXXXXXXX AT EXETER HILLS, INC.
X. XXXXXXXXX AT EAST BRUNSWICK VI, INC.
X. XXXXXXXXX AT INVERRARY I, INC.
X. XXXXXXXXX AT MAHWAH IX, INC.
X. XXXXXXXXX AT HOPEWELL IV, INC.
X. XXXXXXXXX AT NORTHLAKE, INC.
X. XXXXXXXXX AT LOCUST GROVE I, INC.
(f/k/a X. XXXXXXXXX AT HOPEWELL II, INC. (a 1995 corp.)
X. XXXXXXXXX AT BERNARDS III, INC.
X. XXXXXXXXX AT BRIDGEWATER VI, INC.
X. XXXXXXXXX AT CASTILE, INC.
X. XXXXXXXXX AT TIERRASANTA, INC.
X. XXXXXXXXX AT XXXXX VI, INC.
X. XXXXXXXXX AT PRESTON, INC.
X. XXXXXXXXX AT LAKES OF BOCA RATON, INC.
X. XXXXXXXXX AT WINSTON TRAILS, INC.
X. XXXXXXXXX AT EAST BRUNSWICK V, INC.
X. XXXXXXXXX AT MAHWAH VIII, INC. (f/k/a X. XXXXXXXXX AT XXXXXXXX II, INC.)
BALLANTRAE DEVELOPMENT CORP.
X. XXXXXXXXX AT MARLBORO TOWNSHIP III, INC.
(f/k/a X. XXXXXXXXX PROPERTIES OF NORTH BRUNSWICK III, INC.)
X. XXXXXXXXX AT RANCHO CRISTIANITOS, INC.
X. XXXXXXXXX AT TROVATA, INC.
X. XXXXXXXXX AT THE BLUFF, INC.
(f/k/a X. XXXXXXXXX PROPERTIES OF NORTH BRUNSWICK IV. INC.)
X. XXXXXXXXX AT SCOTCH PLAINS, INC.
(f/k/a X. XXXXXXXXX AT WATCHUNG RESERVE, INC.)
X. XXXXXXXXX AT EAST BRUNSWICK VII, INC.
(f/k/a X. XXXXXXXXX AT WINDSONG EAST BRUNSWICK, INC.)
X. XXXXXXXXX AT SOUTH BRUNSWICK V. INC.
X. XXXXXXXXX AT TANNERY HILL, INC.
X. XXXXXXXXX AT WALL TOWNSHIP VI, INC.
X. XXXXXXXXX AT CRYSTAL SPRINGS, INC.
X. XXXXXXXXX AT THE CEDARS, INC.
X. XXXXXXXXX CONSTRUCTION MANAGEMENT, INC.
X. XXXXXXXXX ACQUISITIONS, INC.
X. XXXXXXXXX AT BURLINGTON II, INC.
X. XXXXXXXXX AT BURLINGTON III, INC.
X. XXXXXXXXX AT MANALAPAN, INC.
X. XXXXXXXXX AT BALLANTREA ESTATES, INC.
X. XXXXXXXXX AT SMITHVILLE, INC.
X. XXXXXXXXX AT XXXXXXXXX, INC.
(f/k/a X. XXXXXXXXX AT HERSHEY'S MILL, INC. (aNJ corp.))
X. XXXXXXXXX AT UPPER FREEHOLD TOWNSHIP I, INC.
X. XXXXXXXXX AT HERSHEY'S MILL, INC. (a PA corp.)
BALLANTRAE MARINA, INC.
X. XXXXXXXXX AT XXXXXXXX IV, INC.
X. XXXXXXXXX AT DOMINION RIDGE, INC.
X. XXXXXXXXX AT WALL TOWNSHIP VII, INC.
By:
J. Xxxxx Xxxxxx
Senior Vice President, Treasurer and
Chief Financial Officer of each of
the foregoing corporations
MIDLANTIC BANK, N.A. AS AGENT
By:
Name: Xxxxxxx X. Xxxx
Title: Vice President
MIDLANTIC BANK, N.A.
By:
Name: Xxxxxxx X. Xxxx
Title: Vice President
CHEMICAL BANK
By:
Name:
Title:
THE FIRST NATIONAL BANK OF CHICAGO
By:
Name:
Title:
MERIDIAN BANK
By:
Name:
Title:
NATIONSBANK, NATIONAL ASSOCIATION
By:
Name:
Title:
FIRST NATIONAL BANK OF BOSTON
By:
Name:
Title:
BANK OF AMERICA ILLINOIS
By:
Name:
Title:
COMERICA BANK
By:
Name:
Title:
CREDIT LYONNAIS NEW YORK BRANCH
By:
Name:
Title:
