FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Exhibit
10.1
FIRST
AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
This
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (“Amendment”),
dated as of August ___, 2007, among M/I HOMES, INC., an Ohio corporation
(the
“Borrower”), the Lenders that are identified on the signature pages hereto and
JPMORGAN CHASE BANK, N.A., as Agent (the “Agent”).
RECITALS
WHEREAS,
the Borrower, the Lenders identified on the signature pages hereto, certain
other Lenders and Administrative Agent are parties to that certain Second
Amended and Restated Credit Agreement dated as of October 6, 2006 (as it
may be
amended, renewed and restated from time to time, the “Credit Agreement”) (all
capitalized terms not defined herein shall have the meanings given such terms
in
the Credit Agreement);
WHEREAS,
the Borrower and the Required Lenders have heretofore executed and delivered
a
letter agreement dated December 11, 2006 amending the Credit Agreement (the
“Letter Amendment”);
WHEREAS,
the Borrower and the Lenders desire to amend the Credit Agreement to incorporate
in a comprehensive amendment the Letter Amendment, to modify certain provisions
of the Credit Agreement and for other purposes hereinafter set
forth;
NOW,
THEREFORE, for good and valuable consideration, the parties hereto hereby
agree
as follows:
1. Amendment
of Section 1.
(a) The
following defined terms in Section 1 of the Credit Agreement are hereby amended
and restated as follows:
“Borrowing
Base” shall mean, at
any date of determination, an amount equal to the sum of the following
unencumbered assets of the Borrower and the Guarantors;
|
|
(i)
|
one
hundred percent (100%) of the Receivables,
plus
|
|
|
(ii)
|
ninety
percent (90%) of the book value of Housing Units under Contract
and Lots
under Contract, plus
|
|
|
(iii)
|
the
lesser of (A) seventy-five percent (75%) of the book value of Speculative
Housing Units or (B) $125,000,000,
plus
|
|
|
(iv)
|
seventy
percent (70%) of the book value of Finished Lots (subject to the
limitation set forth below), plus
|
|
|
|
|
(v)
|
fifty
percent (50%) of the book value of Lots under Development (subject
to the
limitation set forth below), plus
|
|
|
(vi)
|
twenty-five
percent (25%) of the book value of Unimproved Entitled Land (subject
to
the limitation set forth below).
|
Notwithstanding
the foregoing, the Borrowing Base shall not include any amounts under clauses
(iv), (v) and (vi) above to the extent that the sum of such amounts exceeds
forty-five percent (45%) of the total Borrowing Base. The term
“unencumbered” means that such asset is not subject to any Lien (except for
Liens permitted under subsections 7.2(c) and (d) hereof).
“Borrowing
Base Indebtedness”
shall mean at any date (i) the sum of (a) Consolidated Indebtedness and
(b) an
amount equal to ten percent (10%) of the aggregate commitment under the M/I
Financial Corp. Loan Agreement, less (ii) the sum of (a) Secured
Indebtedness, (b) Subordinated Indebtedness, (c) Indebtedness under the M/I
Financial Corp. Loan Agreement, and (d) to the extent included in Consolidated
Indebtedness, the Borrower’s and its Subsidiaries’ pro rata share of
Indebtedness of any Joint Venture in respect of which Borrower or any of
its
Subsidiaries has made an Investment in Joint Venture, all as of such
date.
“Consolidated
Earnings” shall
mean, for any period, the amount which would be set forth opposite the caption
“net income” (or any like caption) in a consolidated statement of income or
operations of Borrower and Borrower’s Subsidiaries for such period prepared in
accordance with GAAP.
“Consolidated
Interest Incurred”
shall mean, for any period, all interest incurred during such period
on
outstanding Indebtedness of Borrower and Borrower’s Subsidiaries irrespective of
whether such interest is expensed or capitalized by Borrower or Borrower’s
Subsidiaries, in each case determined on a consolidated basis.
“EBITDA” shall
mean, for any period, on a consolidated basis for Borrower and its Subsidiaries,
the sum of the amounts for such period of (a) Consolidated Earnings, plus
(b)
charges against income for federal, state and local income taxes, plus
(c) Consolidated Interest Expense, plus (d) depreciation and amortization
expense, plus (e) extraordinary losses (and all other non-cash items
reducing Consolidated Earnings, including but not limited to impairment charges
for land and other long-lived assets and option deposit forfeitures) for
such
period, all determined in accordance with GAAP, minus (x) interest income,
minus
(y) all extraordinary gains (and all other non-cash gains that have been
included in the determination of Consolidated Earnings) for such period,
all
determined in accordance with GAAP. EBITDA shall include net income
from Joint Ventures only to the extent distributed to Borrower or a
Subsidiary.
“Interest
Coverage Ratio” shall mean, for any rolling period of four fiscal quarters,
the ratio of (a) EBITDA to (b) Consolidated Interest Incurred for such
period.
(b) The
following defined terms are hereby added to Section 1 of the Credit
Agreement:
“Leverage
Ratio” shall mean the ratio of Consolidated Indebtedness to Consolidated
Tangible Net Worth.
“Quarterly
ICR” shall mean, for any fiscal quarter, the ratio of (a) EBITDA for such
fiscal quarter to (b) Consolidated Interest Incurred for such fiscal
quarter.
2. Reduction
of Aggregate Commitment. Pursuant to subsection 2.6(a) of the
Credit Agreement, the Aggregate Commitment is hereby reduced from $650,000,000
to $500,000,000, allocated to each Lender’s Commitment ratably in proportion to
its Ratable Share. The amounts of the reduced Commitments of the
Lenders are set forth in Schedule I hereto.
3. Pricing. Subsection
2.5(d) is hereby deleted and replaced by the following:
(d) Notwithstanding
the foregoing, at any time at which the Interest Coverage Ratio is less than
2.00 to 1.00, the Applicable Eurodollar Margin and Applicable Facility L/C
Rate
determined as provided above shall be increased based upon the Interest Coverage
Ratio as follows:
|
Interest
Coverage Ratio
|
Less
than 2.0 to 1.0 but greater than or equal to 1.5 to
1.0
|
Less
than 1.5 to 1.0 but greater than or equal to 1.0 to
1.0
|
Less
than 1.0 to 1.0
|
|
Increase
in Applicable Eurodollar Margin and Applicable Facility L/C
Rate
|
0.125%
|
0.25%
|
0.375%
|
The
determination of the Interest Coverage Ratio shall be made from the then
most
recent annual or quarterly financial statements of the Borrower delivered
by the
Borrower to the Agent pursuant to subsection 6.1(a) or (b), and the adjustment,
if any, to the Applicable Eurodollar Margin and the Applicable Facility L/C
Rate
shall take place on, and be effective from and after, the first business
day
after the date on which the Agent has received such financial
statements.
In
the
event that any such financial statement or any certificate delivered by Borrower
under subsection 6.2(a) is shown to be inaccurate (regardless of whether
this
Agreement is in effect or any Loans or Commitments are outstanding when such
inaccuracy is discovered), and such inaccuracy, if corrected, would have
led to
the application of a higher Applicable Eurodollar Margin and Applicable Facility
L/C Rate for any period (an “Applicable Period”) than the Applicable Eurodollar
Margin and Applicable Facility L/C Rate actually applied for such Applicable
Period, then (i) the Borrower shall immediately deliver to the Agent a correct
certificate under subsection 6.2(a) for such Applicable Period, (ii) the
Applicable Eurodollar Margin and Applicable Facility L/C Rate shall be
determined at such higher Applicable Eurodollar Margin and Applicable Facility
L/C Rate for such Applicable Period, and (iii) the Borrower shall immediately
pay to the Agent (for the benefit of the Lenders) the accrued additional
interest and additional fees owing as a result of such higher Applicable
Eurodollar Margin and Applicable Facility L/C Rate for such Applicable
Period.
4. Leverage
Ratio. Subsection 6.12 is hereby amended and restated in its
entirety as follows:
6.12 Maintenance
of Leverage Ratio. Maintain during the Commitment Period a
Leverage Ratio not in excess of (a) 2.00 to 1.00 at any time at which the
Interest Coverage Ratio is greater than or equal to 2.00 to 1.00; (b) 1.40
to
1.00 at any time at which the Interest Coverage Ratio is greater than or
equal
to 1.25 to 1.00 and less than 2.00 to 1.00; and (c) 1.20 to 1.00 at any time
at
which the Interest Coverage Ratio is less than 1.25 to
1.00. Notwithstanding the foregoing, Borrower shall maintain a
Leverage Ratio of less than 1.00 to 1.00 when required for Borrower to comply
with the provisions of the last sentence of subsection 6.13(a).
5. Interest
Coverage Ratio. Subsection 6.13 of the Credit Agreement is hereby
amended and restated in its entirety as follows:
6.13 Maintenance
of Interest Coverage Ratio.
(a) Maintain
during the Commitment Period an Interest Coverage Ratio of not less than
(i)
2.00 to 1.00 determined as of the end of each fiscal quarter through and
including the fiscal quarter ending September 30, 2007; (ii) 1.25 to 1.00
determined as of the end of the fiscal quarters ending December 31, 2007
and
March 31, 2008; (iii) 1.00 to 1.00 determined as of the end of the fiscal
quarters ending June 30, 2008 through March 31, 2009; (iv) 1.25 to 1.00
determined as of the end of the fiscal quarters ending June 30, 2009 and
September 30, 2009; and (v) 1.50 to 1.00 determined as of the end of each
fiscal
quarter thereafter. Notwithstanding the foregoing, the maintenance of
an Interest Coverage Ratio of less than 1.00 to 1.00 determined as of the
end of
not more than three (3) fiscal quarters at any time during the Commitment
Period
shall not constitute a violation of this subsection 6.13(a) as long as Borrower
maintains a Leverage Ratio of less than 1.00 to 1.00 as of the last
day of each such fiscal quarter.
(b) Not
permit the Quarterly ICR to be less than 1.00 to 1.00 for more than four
(4)
consecutive fiscal quarters at any time during the Commitment
Period.
6. Housing
Inventory. Subsection 7.13 is hereby amended and restated in its
entirety as follows:
7.13 Housing
Inventory. Permit the number of Speculative Housing Units, as at
the end of any fiscal quarter, to exceed the greater of (a) the number of
Housing Unit Closings occurring during the period of twelve (12) months ending
on the last day of such fiscal quarter, multiplied by thirty percent (30%)
or
(b) the number of Housing Unit Closings occurring during the period of six
(6)
months ending on the last day of such fiscal quarter, multiplied by sixty
percent (60%).
7. Form
of Borrowing Base Certificate. Exhibit A to the Credit
Agreement is hereby replaced by Exhibit A hereto.
8. Form
of Certificate. Exhibit F to the Credit Agreement is
hereby replaced by Exhibit F hereto.
9. Conditions
Precedent. This Amendment shall be effective as of the date
(“Amendment Effective Date”) upon which the following conditions are
satisfied:
(a) The
Agent
shall have received from the Borrower and the Required Lenders a counterpart
of
this Amendment signed on behalf of each such party.
(b) The
Agent
shall have received from the Guarantors the Consent and Agreement substantially
in the form attached hereto as Appendix A.
(c) The
Agent
shall have received such documents and certificates as the Agent or its counsel
may reasonably request relating to the organization or formation, existence
and
good standing of the Borrower, the authorization of this Amendment and any
other
legal matters relating to the Borrower, the Agreement or this Amendment,
all in
form and substance satisfactory to the Agent and its counsel.
(d) The
Agent
shall have received all fees and other amounts due and payable on or prior
to
the Amendment Effective Date, including reimbursement or payment of all
out-of-pocket expenses required to be reimbursed or paid by the Borrower
hereunder.
The
Agent
shall notify the Borrower and the Lenders of the Amendment Effective Date,
and
such notice shall be conclusive and binding.
10. Representations
and Warranties. The Borrower hereby represents and warrants that
as of the date hereof:
(a) The
representations and warranties of the Borrower in the Credit Agreement are
true
and correct in all material respects.
(b) There
exists no Default or Event of Default.
11. Ratification. This
Amendment supersedes the Letter Amendment. The Credit Agreement, as
amended hereby, is hereby ratified and remains in full force and
effect.
12. Counterparts. This
Amendment may be executed in any number of counterparts, all of which taken
together shall constitute one agreement and any of the parties hereto may
execute this Amendment by signing any such counterpart.
IN
WITNESS WHEREOF, the Borrower and the Lenders have caused this Amendment
to be
duly executed as of the date first above written.
Borrower:
M/I
HOMES, INC.
By:
Name:
Title:
Lenders:
JPMORGAN
CHASE BANK,
N.A.,
As
Lender and Agent
By:_________________________________
Name:_______________________________
Its:_________________________________
SCHEDULE
I
COMMITMENTS
|
Lender
|
Commitment
|
Ratable
Share
|
||
|
JPMorgan
Chase Bank, N.A.
|
$
|
44,230,769.24
|
8.846153846
|
%
|
|
Wachovia
Bank, National Association
|
44,230,769.23
|
8.846153846
|
||
|
The
Huntington National Bank
|
42,307,692.31
|
8.461538461
|
||
|
KeyBank
National Association
|
34,615,384.62
|
6.923076923
|
||
|
Charter
One Bank, N.A.
|
30,769,230.77
|
6.153846153
|
||
|
SunTrust
Bank
|
30,769,230.77
|
6.153846153
|
||
|
Regions
Bank
|
26,923,076.92
|
5.000000000
|
||
|
Bank
of Montreal
|
26,923,076.92
|
5.000000000
|
||
|
Guaranty
Bank
|
26,923,076.92
|
5.384615384
|
||
|
National
City Bank
|
26,923,076.92
|
5.384615384
|
||
|
US
Bank National Association
|
26,923,076.92
|
5.384615384
|
||
|
LaSalle
Bank National Association
|
23,076,923.08
|
4.615384615
|
||
|
PNC
Bank, N.A.
|
23,076,923.08
|
4.615384615
|
||
|
City
National Bank
|
19,230,769.23
|
3.846153846
|
||
|
Fifth
Third Bank
|
19,230,769.23
|
3.846153846
|
||
|
Franklin
Bank, S.S.B.
|
19,230,769.23
|
3.846153846
|
||
|
Comerica
Bank
|
15,384,615.38
|
3.076923076
|
||
|
Compass
Bank
|
11,538,461.54
|
2.307692307
|
||
|
Bank
United, F.S.B.
|
7,692,307.69
|
1.538461538
|
||
|
Total
|
$
|
500,000,000.00
|
100%
|
|
Sch.-
1
EXHIBIT
A
FORM
OF BORROWING BASE CERTIFICATE
__________
__, ____
To: Agent
and each Lender
Ladies
and Gentlemen:
This
letter is to comply with subsection 6.3 of the Second Amended and Restated
Credit Agreement dated October 6, 2006 (as amended, the “Credit Agreement”),
among M/I Homes, Inc., as Borrower, the Lenders party thereto and JPMorgan
Chase
Bank, N.A. as Agent and is for the monthly accounting period ended _______
__,
____. Capitalized terms used but not defined herein have the meanings
given to such terms in the Credit Agreement.
Attached
hereto is the calculation of the Borrowing Base. All figures in this
calculation are as at the end of the monthly accounting period set forth
in the
first paragraph of this letter. The undersigned certifies that the
calculation set forth herein is true and accurate in all material
respects.
Certified
by:
__________________________________
[Chief
Financial Officer or Controller] of
M/I
Homes, Inc.
Attachment
Attachment
to
M/I
Homes, Inc.
Borrowing
Base Certificate
____________,
200_
|
Book
Value:
|
$
000’s
|
|||
|
Receivables
|
$
|
|||
|
Housing
Units under Contract and Lots under Contract
|
$
|
|||
|
Speculative
Housing Units
|
$
|
|||
|
Finished
Lots
|
$
|
|||
|
Lots
under Development
|
$
|
|||
|
Unimproved
Entitled Land
|
$
|
|||
|
Total:
|
$_________
|
|||
|
Borrowing
Base Percentages:
|
||||
|
Receivables
|
100%
|
|||
|
Housing
Units under Contract and Lots under Contract
|
90%
|
|||
|
Speculative
Housing Units (not to exceed $125,000,000)
|
75%
|
|||
|
Finished
Lots
|
70%
|
|||
|
Lots
under Development
|
50%
|
|||
|
Unimproved
Entitled Land
|
25%
|
|||
|
Borrowing
Base:
|
||||
|
Receivables
|
$
|
|||
|
Housing
Units under Contract and Lots under Contract
|
$
|
|||
|
Speculative
Housing Units
|
$
|
|||
|
Finished
Lots
|
$
|
|||
|
Lots
under Development
|
$
|
|||
|
Unimproved
Entitled Land
|
$___________
|
|||
|
Less
|
||||
|
The
amount (if any) by which Finished Lots, Lots under Development
and
Unimproved Entitled Land exceed 45% of Borrowing Base
|
$__________
|
|||
|
Maximum
Borrowing Base Indebtedness:
|
$__________
|
|||
|
Total
Borrowing Base Indebtedness (see (i) below)
|
$__________
|
|||
|
Additional
amount that could be borrowed
|
$__________
|
|||
|
Amount
borrowed on revolver *
|
$__________
|
|||
|
Maximum
revolver borrowings allowed*
|
$__________
|
|||
______________________________________________________________________________
*Includes
Revolving Credit Loans, Swingline Loans, Facility L/Cs (excluding Performance
Letters of Credit) and all Reimbursement Obligations.
|
(i)
|
Total
Borrowing Base Indebtedness
|
|
|
Amount
borrowed on revolver*
|
$
|
|
|
Other
Consolidated Indebtedness
|
$__________
$
|
|
|
Plus
|
||
|
10%
of commitment under M/I Financial Corp. Loan Agreement
Less
Secured
Indebtedness
Subordinated
Indebtedness
M/I
Financial Corp. Agreement Indebtedness
|
$__________
$
$__________
$__________
$__________
|
|
|
Total
|
$__________
|
______________________________________________________________________________
*Includes
Revolving Credit Loans, Swingline Loans, Facility L/Cs (excluding Performance
Letters of Credit) and all Reimbursement Obligations.
EXHIBIT
F
[LETTERHEAD
OF M/I HOMES, INC.]
[DATE]
To: Agent
and each Lender
Ladies
and Gentlemen:
This
letter is being sent to you to comply with subsection 6.2 of the Second Amended
and Restated Credit Agreement effective as of October 6, 2006 (as amended,
the
“Credit Agreement”) and is being delivered to you for the period of [insert
yearly or quarterly period as appropriate] for which period the undersigned
has
heretofore delivered, or is herewith delivering, the financial statements
provided for in subsection 6.1 of the Credit Agreement (the “Financial
Statements”). [The undersigned hereby certifies that such Financial
Statements are true and accurate in all material respects, subject to normal
year-end audit adjustments (Note: only required with delivery of unaudited
Financial Statements)]. Capitalized terms used but not defined herein
have the meanings given to such terms in the Credit Agreement.
The
undersigned certifies that, after due examination by the undersigned and
to the
best of the knowledge of the undersigned, M/I Homes, Inc. and each of its
Subsidiaries during the period stated above has observed or performed in
all
material respects all of its covenants and other agreements, and satisfied
every
condition, contained in the Credit Agreement, the Notes and the Guaranty
Agreement to be observed, performed or satisfied by it, and that the undersigned
has no knowledge of any Default or Event of Default except [list any Defaults
or
Events of Default; if none, end sentence before “except”].
Additionally,
I have enclosed a statement showing in detail the calculation of ratios and
other covenants, in accordance with corresponding subsections of the Credit
Agreement, as required by the Credit Agreement.
Yours
very truly,
By: ____________________________________
Printed
Name: _____________________________
_
Title: ____________________________________
Enclosure
CONFIDENTIAL
STATEMENT
OF CALCULATION OF CERTAIN COVENANTS
[Date]
|
Subsection No.
|
Covenant
|
|
|
1. 6.11
|
Maintain
Consolidated Tangible Net Worth of: (i) $480,000,000 plus (ii)
fifty
percent (50%) of the Consolidated Earnings for each quarter after
June 30,
2006 (excluding any quarter in which Consolidated Earnings are
less than
zero (0)) plus (iii) fifty percent (50%) of the net proceeds or
other
consideration received by Borrower for any capital stock issued
or sold
after June 30, 2006
|
|
|
(i)
above:
|
$480,000,000
|
|
|
Plus
(ii) above:
|
$__________
|
|
|
Plus
(iii) above:
|
$__________
|
|
|
Minimum
Required
|
||
|
Consolidated
Tangible
Net
Worth:
|
$__________
|
|
|
Consolidated
Tangible Net Worth =
|
$__________
|
|
|
2. 6.12
|
Maintain
a Leverage Ratio not in excess of ____1 to 1.00.
|
|
|
Consolidated
Indebtedness:
|
$__________
|
|
|
Consolidated
Tangible Net Worth:
|
$__________
|
|
|
Leverage
Ratio = ________ to 1.00
|
||
|
3. 6.13(a)
|
Maintain
an Interest Coverage Ratio of not less than ____**
to
1.00
|
||
|
EBITDA
(for four quarters):
|
$__________
|
||
|
Consolidated
Interest Incurred (for four quarters):
|
$__________
|
||
|
Interest
Coverage Ratio = _______ to 1.00
|
|||
|
If
Interest Coverage Ratio is less than 1.00 to 1.00, indicate the
number of
times during the Commitment Period (including this quarter) that
the
Interest Coverage Ratio has been less than 1.00 to
1.00 _______
|
|||
|
4. 6.13(b)
|
Not
permit the Quarterly ICR to be less than 1.00 to 1.00 for more
than four
consecutive fiscal quarters
|
||
|
EBIDTA
(for quarter):
|
|||
|
Consolidated
Interest Incurred (for quarter):
|
|||
|
Quarterly
ICR = _______ to 1.00
|
|||
|
Quarterly
ICR for the four (4) prior quarters
|
|||
|
Quarter
ending ___________ ____________ to
1.00
Quarter
ending ___________ ____________ to
1.00
Quarter
ending ___________ ____________ to
1.00
Quarter
ending ___________ ____________ to
1.00
|
|||
|
5. 7.1
|
Secured
Indebtedness not to exceed $50,000,000
|
||
|
Secured
Indebtedness =
|
$_________
|
||
|
6. 7.5
|
Adjusted
Land Value not to exceed 125% of the sum of (a) Consolidated
Tangible Net Worth plus (b) 50% of Subordinated Indebtedness
|
|
|
Adjusted
Land Value
|
||
|
(i)
book value of all Land:
less
(ii) the sum of
|
$_________
|
|
|
(a)
book value of Lots under Contract:
and
(b) lesser of (i) the product of (x) number
of
Housing Units contracted for during the last
six
months:
|
$_________
$_________
|
|
|
and
(y) average book value of all Finished Lots and Lots under
Contract:
|
$_________
|
|
|
(ii)
25% of Consolidated Tangible Net Worth:
|
$_________
|
|
|
Adjusted
Land Value =
|
$_________
|
|
|
(a)
Consolidated Tangible Net Worth:
|
$_________
|
|
|
Plus
(b) 50% of Subordinated Indebtedness:
|
$_________
|
|
|
Total
[(a) + (b)] =
|
$_________
|
|
|
X
1.25 =
|
$_________
|
|
|
7. 7.6(b)
|
Limit
on extension of credit in connection with the sale of land of 2.5%
of
Consolidated Tangible Net Worth
|
$_________
|
|
2.5%
of Consolidated Tangible Net Worth:
|
$_________
|
|
|
Aggregate
amount of extensions of credit in connection with the sale of
land:
|
$_________
|
|
|
Maximum
maturity of any such extensions of credit not to exceed five
years:
___________________
|
||
|
8. 7.6(e)
|
Limit
on Investments in Joint Ventures of fifteen percent (15%) of Consolidated
Tangible Net Worth, provided that Borrower has no less than a 20%
interest
in each such joint venture and that management and control decisions
for
each such joint venture require Borrower’s consent and
approval.
|
|
|
15%
of Consolidated Tangible Net Worth:
|
$_________
|
|
|
Investments
in Joint Ventures:
|
$_________
|
|
|
Lowest
percentage interest of Borrower in a joint venture:
________________________%
|
||
|
9. 7.13
|
The
number of Speculative Housing Units, as at the end of any fiscal
quarter,
not to exceed the greater of (a) the number of Housing Unit Closings
occurring during the period of twelve (12) months ending on the
last day
of such fiscal quarter, multiplied by thirty percent (30%) or (b)
the
number of Housing Unit closings occurring during the period of
six (6)
months ending on the last day of such fiscal quarter, multiplied
by sixty
percent (60%).
|
|
|
Speculative
Housing Units:
|
||
|
(a) Housing
Unit Closings in last 12
months:
_________ x 30% =
|
||
|
(b) Housing
Unit Closings in last 6 months: _________ x 60% =
|
||
Appendix
A
CONSENT
AND AGREEMENT OF GUARANTORS
THIS
CONSENT AND AGREEMENT OF GUARANTORS (“Consent”) is executed and delivered as of
August __, 2007, by the undersigned (the “Guarantors”), in favor of the
“Lenders” under that certain Second Amended and Restated Credit Agreement dated
October 6, 2006, among Lennar Corporation, the Lenders from time to time
parties
thereto and JPMorgan Chase Bank, N.A., in its capacity as Agent. Such
Credit Agreement, as it has been and may be amended, modified or supplemented
from time to time, is hereinafter referred to as the “Credit
Agreement.” Unless otherwise defined herein, capitalized terms used
herein shall have the meanings ascribed to them in the Credit
Agreement.
W
I T N E
S S E T H:
WHEREAS,
the Guarantors have executed and delivered a Guaranty dated October 6, 2006
in
favor of the Lenders under the Credit Agreement or a Supplemental Guaranty
thereto (collectively, the “Guaranty”); and
WHEREAS,
the Borrower, the Agent and certain Lenders have entered into that certain
First
Amendment to Second Amended and Restated Credit Agreement of even date herewith
amending the Credit Agreement (the “Amendment”); and
WHEREAS,
it is a condition to the Amendment that the Guarantors shall have executed
this
Consent;
NOW
THEREFORE, for good and valuable consideration, the receipt and sufficiency
of
which are hereby acknowledged, the Guarantors hereby consent to the Amendment
and agree that the Guaranty continues in full force and effect.
IN
WITNESS WHEREOF, this Consent has been duly executed by the Guarantors as
of the
day and year first set forth above.
[Guarantors]
