LOAN MODIFICATION AGREEMENT
Exhibit
10.53
THIS LOAN MODIFICATION AGREEMENT (this “Agreement” or this “Modification”) is made
as of
the day of December, 2006, by and among: (a) XXXXXXXX HOMES OF
ATLANTA, LLC, a Georgia limited liability company (“Xxxxxxxx Atlanta”) (formerly known as PCH
Development, LLC, a Georgia limited liability company (“PC Development”) which is successor by
merger to Xxxxxx Xxxxxxxx Homes, Inc., a Georgia corporation (“PC, Inc.”)) (b) XXXXXXXX HOMES OF
MYRTLE BEACH, LLC, a South Carolina limited liability company (“Xxxxxxxx Xxxxxx”) (formerly known
as XXXXXX-XXXXXXXX HOMES/SOUTH CAROLINA, LLC, a South Carolina limited liability company (“PC
South”)) (Xxxxxxxx Atlanta, PC, Inc., PC Development, Xxxxxxxx Xxxxxx and PC South are hereinafter
collectively referred to as “Borrower”); (c) XXXXXXXX HOMEBUILDING COMPANIES, INC., a Delaware
corporation (“Guarantor”) and (d) BANK OF AMERICA, N.A., a national banking association, its
successors and/or assigns (“Lender”).
RECITALS:
WHEREAS, pursuant to the terms of that certain Revolving Master Loan Agreement dated
as of January 16, 2004, by and between Lender and PC, Inc. (as the same may be amended, renewed,
supplemented or restated from time to time, the “Loan Agreement”), Lender made a loan (the “Loan”)
to PC, Inc. in the original maximum principal amount of Seven Million Five Hundred Thousand and
No/100 Dollars ($7,500,000.00), as evidenced by that certain Real Estate Note dated January 16,
2004 made by PC, inc. payable to the order of Lender (as the same may be amended, renewed,
supplemented or restated from time to time, the “Note”); and
WHEREAS, pursuant to the terms of the Loan Agreement, the Loan is comprised of (i) a
revolving construction loan in the maximum principal amount of Five Million Five Hundred and
No/100 Dollars ($5,500,000.00) (the “Revolving Facility”) and (ii) a lot acquisition loan in the
maximum principal amount of Two Million and No/100 Dollars ($2,000,000.00) (the “Acquisition
Facility”).
WHEREAS, pursuant to the terms of a certain modification to the Loan dated February 16, 2005,
the principal amount of the Loan was increased to a maximum principal amount of Ten Million and
No/100 Dollars ($10,000,000.00) whereby the Revolving Facility was increased to a maximum
principal amount of Eight Million and No/100 Dollars ($8,000,000.00) and the maximum principal
amount of the Acquisition Facility remained Two Million and No/100 Dollars ($2,000,000.00).
WHEREAS, pursuant to the terms of a certain Amendment to Promissory Note and Other Loan
Documents dated July 1, 2005, by and between PC, Inc., PC South and Lender, PC South was added as
a Borrower under the Loan.
WHEREAS, Borrower’s obligations under the Note are secured by, among other things, a Deed to
Secure Debt and Security Agreement dated as of January 16, 2004, from Borrower for the benefit of
Lender, and originally recorded among the land records of Xxxxxxx County, Georgia in the Superior
Court of Xxxxxxx County, Georgia on February 4, 2004 in Deed
Book 331 Page 369 (as the same may be
amended, renewed, supplemented or restated from time to time and as the same, as amended, has been
subsequently recorded in the land records of Xxxxxxx County, the “Deed to Secure”), covering
certain real property and improvements thereon located in Xxxxxxx County Georgia and Paulding
County, Georgia and more particularly described therein and on Exhibit A attached hereto
(collectively, the “Property”): and
Bank of America — Xxxxxxxx Atlanta Homes Modification
WHEREAS, Borrower’s obligations under the Note are guaranteed by Guarantor
pursuant to a Guaranty Agreement dated February 10, 2006 which guarantees the Loan
together with certain other Loans made by Lender (the “Other Guaranteed Loans”) (as the
same may be amended, renewed, supplemented or restated from time to time, the
“Guaranty”): and
WHEREAS, in consideration of Lender entering into this Modification, and because
some of Other Guaranteed Loans have been satisfied in full, the Guarantor has agreed to
execute a new Guaranty Agreement simultaneously with the execution of this Agreement.
WHEREAS, the outstanding principal balance under the Loan as of the date hereof is
Three Million Five Hundred Five Thousand Two Hundred Sixteen and 33/100 Dollars
($3,505,216.33) consisting of an outstanding principal balance under the Revolving
Facility in the amount of Two Million Six Hundred One Thousand Six Hundred Fifty Two and
33/100 Dollars ($2,601,652.33) and an outstanding principal balance under the Acquisition
Facility in the amount of Nine Hundred Three Thousand Five Hundred Sixty Four and 00/100
Dollars ($903,564.00).
WHEREAS, Borrower’s obligations under the Note and the other Loan Documents
(hereinafter defined) are hereinafter collectively called the “Obligations”: the Note,
the Deed to Secure, the Loan Agreement, the Guaranty and all other documents previously,
now or hereafter executed and delivered to evidence, secure, guarantee, or in connection
with, the Obligations, as the same may from time to time be renewed, extended, amended,
supplemented or restated, are hereinafter collectively called the “Loan
Documents”: and all liens, security interests, assignments, superior titles, rights,
remedies, powers, equities and priorities securing the Note or providing recourse to
Lender with respect thereto are hereinafter collectively called the “Liens”: and
WHEREAS, at the request of the Borrower, the Lender has agreed to modify the Loan to
(i) extend the Maturity Date of the Loan; (ii) modify the maximum principal amount of the
Loan; and (iii) make certain other changes to the Loan Documents as set forth herein.
NOW, THEREFORE, in consideration of the sum of Ten Dollars ($10.00) and other good and
valuable.consideration, the receipt and sufficiency of which are hereby acknowledged
by all parties, the parties agree as follows:
1. Recitals. The recitals set forth above are a material part of this
Agreement. Borrower acknowledges and affirms the accuracy of the recitals set forth
above.
2.
Definitions. All capitalized terms herein, unless otherwise defined herein,
shall have the same meaning ascribed to such terms as in the Loan Documents.
3. Modification to Bellemeade Loan, Highlands Loan and Fifteen Million Dollar
Xxxxxxxx Loan. Simultaneously with the execution of this Agreement, (i) Xxxxxxxx
Bellemeade, L.C. and Guarantor shall execute that certain First Loan Modification Agreement
in connection with that certain xxxx originally made by Lender to Xxxxxxxx Bellemeade, L.C.
in the original principal amount of Forty-Six Million Seven Hundred Twenty-Five Thousand
and No/100 Dollars ($46,725,000.00) (as the same has been amended, renewed, supplemented or
restated from time to time, the “Bellemeade Loan”) (ii) Highland Avenue Properties, LLC and
Guarantor shall execute that certain Loan Modification Agreement in connection with that
certain loan originally made by Lender to Highland Avenue Properties, LLC in the original
principal amount of Four Million Eight Hundred Fifty One Thousand Two Hundred Thirty-Five and
No/100 Dollars ($4,851,235.00) (as the same has been amended, renewed, supplemented or
restated from time to time, the “Highlands Loan”)
Bank of America — Xxxxxxxx Atlanta Homes Modification
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and (iii) Guarantor shall execute that certain First Loan Modification Agreement in
connection with that certain loan originally made by Lender to Guarantor in the original
principal amount of Fifteen Million and No/100 Dollars ($15,000,000.00) (as the same may be
amended, renewed, supplemented or restated from time to time, the
“Fifteen Million Dollar
Xxxxxxxx Loan”).
4. Maturity. All of the Obligations, including (without limitation) all
outstanding principal, accrued and unpaid interest, outstanding late charges, unpaid fees,
and all other amounts outstanding under the Note and the other Loan Documents, shall be due
and payable in full on November 15, 2007 (the “Maturity Date”). All references to the
Maturity Date contained in the Loan Documents shall refer to the Maturity Date as defined in
this Agreement.
5. Amount of Loan. The Note and the Loan Documents are hereby amended to reduce
the maximum aggregate principal amount which can be outstanding under the Loan to Nine Million
and No/100 Dollars ($9,000,000.00). As a result, the maximum principal amount of the Revolving
Facility portion of the Loan shall be Seven Million Six Hundred Thousand and No/100 Dollars
($7,600,00.00) and the maximum principal amount of the Acquisition Facility portion of the
Loan shall be One Million Four Hundred Thousand and No/100 Dollars
($1,400,000.00). Any
reference in any of the Loan Documents to the maximum principal amount of the Loan or Note
being $7,500,000.00 or $10,000,000.00 is hereby deleted in its entirety and the amount
$9,000,000.00 is substituted in lieu thereof. Additionally, the Note and the Loan Documents
are hereby amended so that no further advances shall be made under the Loan. Furthermore, from
and after the date hereof, no amounts paid by Borrower towards the outstanding balance of the
Loan can be reborrowed by Borrower. From and after the date hereof,
Borrower must make all
payments of any kind whatsoever, due by Borrower to Lender in connection with the Loan, via
wire transfer of immediately available funds, in accordance with the wiring instructions
attached hereto as Exhibit B.
6. Loan Fee. In consideration of Lender entering into this Modification, Borrower
shall pay to Lender, a loan extension fee in the amount of one quarter of one percent (0.25%),
which is due and payable on May 1, 2007.
7. Loan to Value Ratio. The Property shall have a required “Loan to Value Ratio” of not
greater than eighty percent (80%) of the “as is” value of the Property. If at any time
after the Loan closing, the loan-to-value ratio shall exceed the required Loan to Value
Ratio, based on appraisals (to be engaged by Lender from time to time at the sole cost and
expense of Borrower), which appraisals shall be satisfactory to Lender in all respects, in
Lender’s sole, absolute and unreviewable discretion, the Borrower shall immediately make a
principal curtailment under the Loan so as to meet the Loan to Value ratio.
8. Loan Agreement.
a.
Article III (t). Article lll (t) of the Loan Agreement is hereby
deleted in its entirety and replaced with the following:
“Each construction loan must be repaid in full nine months from the date of the
initial advance. Any extensions or renewals thereof shall be in the Lender’s sole
discretion. Borrower will be required after 180 days to reduce the loan amount of
each Lot Unit to an amount equal to eighty percent (80%) of the lesser of: (i) the
as-is value of such Unit, which amount shall be determined by an appraisal or
evaluation satisfactory to Lender; or (ii) the contracted purchase price for the lot
loan Unit. Borrower will be required after 270 days to reduce the loan amount on
each Lot Unit to an amount equal to seventy percent (70%) of
the lesser of: (i) the as-is value” of such Unit, which amount shall be determined by an
appraisal or evaluation satisfactory to Lender; or (ii) the contracted purchase price for the
lot / loan Unit.”
Bank of America — Xxxxxxxx Atlanta Homes Modification
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b. Article III (s). Article III (s) of the Loan Agreement is hereby deleted and
replaced with the following:
“No later than 180 days prior to the Maturity Date, the Lender will notify Borrower
whether or not the Lender will renew the loan. In the event the loan is not renewed at
maturity, the Borrower can continue starting houses until August 15, 2007 and the lender
will continue funding on those houses.”
c. Article V. The following language shall be added to Article V Section “b”:
“Additionally, Borrower must submit to Lender (i) within ten (10) days from the end of
each month, monthly financial statements (all of which financial statements must include
a balance sheet, income statement, sources and uses of funds for such fiscal month,
projected sources and uses of funds for the coming month, detailed listing and
description of all contingent liabilities, tax returns, written verification of
liquidity and such other supporting schedules and documentation). All such financial
statements shall be certified as true and correct by the Chief Financial Officer of
Xxxxxxxx Homebuilding Companies, Inc. in a form acceptable to the Lender in all respects
and (ii) within thirty (30) days from the end of each month a certified rent roll for
the Property; and”
9. Borrower’s Representations and Warranties. The Borrower hereby reaffirms all of
representations and warranties set forth in the Loan Documents, and further represents and
warrants that: (a) the Borrower is the sole legal and beneficial owner of the Property; (b) the
execution and delivery of this Agreement does not contravene, resulting in a breach of, or
constitute a default under, any deed of trust, loan agreement, indenture or other contract or
agreement to which Borrower is a party or by which Borrower or any of its properties may be
bound (nor would such execution and delivery constitute such a
default with the passage of time or the giving of notice or both), and does not violate or contravene any law, order, decree,
rule, regulation or restriction to which Borrower or the Property is subject; (c) this
Agreement constitutes the legal, valid and binding obligations of Borrower enforceable in
accordance with its terms; (d) the execution and delivery of, and performance under, this
Agreement are within Borrower’s power and authority without the joinder or consent of any other
party and have been duly authorized by all requisite action, and are not in contravention of
any law, or of any indenture, agreement or undertaking to which Borrower is a party or by which
it is bound; (e) there exists no default under the Note or any other Loan Document; (f) there
are no offsets, claims or defenses with respect to the Obligations; and (g) Borrower is duly
organized and legally existing under the laws of the state of its organization and is duly
qualified to do business in the state of Georgia. The Borrower further represents and warrants
that, except as disclosed in public filings, there is no material suit, judicial or
administrative action, claim, investigation, inquiry, proceeding or demand pending (or, to
Borrower’s knowledge, threatened) against (i) Borrower, or against any other person liable
directly or indirectly for the Obligations, or (ii) which affects the Property or the
Borrower’s title to the Property, or (iii) which affects the validity enforceability or
priority of any of the Loan Documents. Borrower agrees to indemnify and hold the Lender
harmless against any loss, claim damage, liability or expense
(including, without limitation,
attorneys’ fees) incurred as a result of any representation or warranty made by Borrower herein
which proves to be untrue or inaccurate in any respect, and any such occurrence shall
constitute a default under the Loan Documents.
Bank of America — Xxxxxxxx Atlanta Homes Modification
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10. Renewal;
Lien Continuation; No Novation. Borrower hereby renews the
Obligations and promises to pay and perform all Obligations as modified by this Agreement.
The Liens are hereby ratified and confirmed as valid, subsisting and continuing to secure the
Obligations, as modified hereby. Nothing herein shall in any manner diminish, impair, waive
or extinguish the Note, the Obligations or the Liens. The execution and delivery of this
Agreement shall not constitute a novation of the debt evidenced and secured by the Loan
Documents.
11. Expenses.
Borrower shall pay all costs and expenses and reimburse Lender for any and
all expenditures of every character incurred or expended from time to time, regardless of
whether a default shall have occurred, in connection with (a) this Agreement; (b) the
restructuring of the Loan which has occurred previous to and simultaneously with the
execution of this Agreement; (c) the issuance by Lender at any
time (including any time prior
to the execution of this Agreement) of any default letters or standstill letters or
correspondence of any kind to Borrower in connection with the Loan; (d) the evaluation,
monitoring and protection of the Property pursuant to rights given in the Loan Documents or
by law; and (e) the creation, perfection or realization upon the Liens, and all costs and
expenses relating to Lender’s exercise of any of its rights and remedies under any of the
Loan Documents or at law, including, without limitation, all filing fees, taxes, brokerage
fees and commissions, title review and abstract fees, recordation and transfer taxes, Uniform
Commercial Code search fees, other fees and expenses incident to title searches, reports and
security interests, escrow fees, attorneys’ fees, legal expenses, court costs, fees and
expenses incurred in connection with any complete or partial liquidation of the Property, and
all fees and expenses for any professional service relating to the Property or any operations
conducted in connection with it; provided, however, no right or option granted by
Borrower to Lender or otherwise arising pursuant to any provision of this or any other
document shall be deemed to impose a duty on Lender to supervise, monitor or protect any
aspect of the Property or any operations conducted in connection with it.
12. Authorization. At the time of execution of this Agreement, Borrower shall,
if and to the extent requested by Lender, deliver to Lender (a) the opinion of Borrower’s
counsel dated the date hereof, in form and substance satisfactory to Lender, that this
Agreement has been duly authorized, executed and delivered by Borrower and the Guarantor and
is binding on, and enforceable against, the Borrower and the Guarantor in accordance with its
terms; and (b) such other evidence of due authorization and execution by the Borrower and the
Guarantor as the Lender may require.
13. Further Assurances. The Borrower agrees to execute and deliver to the
Lender, promptly upon request from Lender, such additional documents as may be necessary or
appropriate to consummate the transactions contemplated herein or to perfect, or continue the
perfection of, the Liens.
14. No Defenses. Borrower and Guarantor, as the case may be, each represent and
warrant that they (individually and collectively) have no claims, actions, causes of action,
defenses, counterclaims or setoffs of any kind or nature which they can assert against Lender
in connection with the making, closing, administration, collection or enforcement by Lender
of the Loan Documents, this Agreement or any related agreements.
Bank of America — Xxxxxxxx Atlanta Homes Modification
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15. Default Under Deed to Secure. If Borrower shall fail to keep or perform
any of the covenants or agreements contained herein or in any of the Loan Documents, or if
any statement, representation or warranty contained herein is false, misleading or
erroneous in any material respect, Borrower shall be deemed to be in default under the Deed to Secure and Lender
shall be entitled at its option to exercise any and all of the rights and remedies granted
pursuant to the Deed to Secure, as amended hereby, or any other Loan Document or to which
Lender may otherwise be entitled, whether at law or in equity.
16. No Waiver by Lender. Borrower acknowledges and agrees that the execution of
this Agreement by the Lender is not intended nor shall it be construed as (a) an actual or
implied waiver of any, default under the Note, the Deed to Secure or any other Loan Document,
or (b) an actual or implied waiver of any condition or obligation imposed upon the Borrower
pursuant to the Note, the Deed to Secure or any other Loan Document, except to the extent, if
any, specified herein.
17. Borrower’s Performance. If Borrower should fail to comply with any of the
agreements, covenants or obligations of the Borrower under this or any other Loan Document,
then Lender (in Borrower’s name or in its own name) may, but is under no obligation to, perform
them or cause them to be performed for the account of Borrower at Borrower’s sole expense. Any
and all expenses thus incurred or paid by Lender shall be Borrower’s demand obligations to
Lender and shall bear interest, from the date of Lender’s payment of any such obligation or
expense for Borrower’s account until the date on which Borrower repays it to Lender, at the
default rate of interest set forth in the Note. Upon making any such payment or incurring any
such expense, Lender shall be fully subrogated to all of the rights of the person or entity
receiving such payment. Any amounts owing by Borrower to Lender pursuant to this provision or
any other provision of this Agreement shall automatically and without notice constitute a
portion of the Obligations evidenced by the Note secured by the Deed to Secure and the other
Loan Documents, and guaranteed by the Guarantors under the Guaranty. The amount and nature of
any such expense and the time when paid shall be fully established by the affidavit of Lender
or any of Lender’s officers or agents.
18. Release of Lender. Upon execution of this Agreement, Borrower and Guarantor each
hereby releases, remises and forever discharges Lender, its employees, officers, directors,
consultants, advisors, participants, agents and affiliates
(collectively, the “Lender Parties”)
from any and all causes of actions, suits, debts, claims and demands whatsoever arising prior to
execution of this Agreement in law or in equity due to any action
taken or omitted be taken by any
of the Lender Parties in connection with the Loan, the Highlands Loan, the Bellemeade Loan, the
Fifteen Million Dollar Xxxxxxxx Loan or any other potential transaction between Guarantor (or any
affiliate of Guarantor) and Lender that may have been discussed with Lender but not consummated.
19. Miscellaneous. To the extent of any conflict between the Note (or any earlier
modification of it) and this Agreement, this Agreement shall control. Except as hereby expressly
modified, all terms of the Note and all other Loan Documents (as any of them may have been
previously modified by any written agreement) remain in full force and effect. This Agreement (a)
shall bind and benefit the parties hereto and their respective heirs, beneficiaries,
administrators, executors, receivers, trustees, successors and assigns (provided, however, no party
other than the Lender shall assign its rights hereunder without the prior written consent of the
Lender); (b) may be modified or amended only by a writing signed by the Lender and the Borrower;
(c) SHALL BE GOVERNED BY (INCLUDING BUT NOT LIMITED TO ITS VALIDITY, ENFORCEMENT AND
INTERPRETATION) THE LAWS OF THE STATE OF GEORGIA AND UNITED STATES FEDERAL LAW; (d) may be executed
in several counterparts, and by the parties hereto on separate counterparts, and each counterpart,
when executed and delivered, shall constitute an original agreement enforceable against all who
signed it without production of or accounting for any other counterpart, and all separate
counterparts shall constitute the same agreement
Bank of America — Xxxxxxxx Atlanta Homes Modification
Page 6
and (e) embodies
the entire agreement and understanding between the parties with respect to modifications of
documents provided for herein and supersedes all prior conflicting or inconsistent agreements,
consents and understandings relating to such subject matter. “Borrower” shall include, in their
individual capacities and jointly, all parties hereinabove named as the Borrower. The duties,
covenants, conditions, obligations, and warranties of the Borrower in this Agreement shall be
joint and several obligations of the Borrower and, if more than one, of each party named a the
Borrower hereinabove, and each such party’s heirs, legal representatives, successors and assigns.
If any Borrower is a corporation, partnership or other legal entity, the Borrower and the person
or persons signing for it represent and warrant to the Lender that this Agreement is duly
executed, acknowledged and delivered by the Borrower’s duly authorized representatives. Whenever
used herein, the singular number shall include the plural and the plural the singular, and any
gender shall be applicable to all genders. The use of the words “herein”, “hereof, “hereunder”
and other similar compounds of the word “here” shall refer to this entire Agreement and not to
any particular section, paragraph or provision. The headings in this Agreement shall be accorded
no significance in interpreting it.
20. Financing
Statements. Borrower authorizes the Lender, from time to time and
without expense to the Lender, to file in such filing office or offices as the Lender may select,
any financing statements and extensions, renewals or amendments thereof, naming the Borrower as
debtor and in such form as the Lender may require, in order to further evidence or perfect
Lender’s security interests granted pursuant to the Loan Documents.
21. Notices. All notices, in connection with the Loan addressed to Lender, shall
hereinafter be sent to Lender at the following address:
Lender:
Xxxxxx Xxxxxxx
Bank of America, N.A.
000 Xxxxxxx Xxxx
Xxxxxx, XX 00000
Fax (000) 000-0000
Bank of America, N.A.
000 Xxxxxxx Xxxx
Xxxxxx, XX 00000
Fax (000) 000-0000
with a copy to:
Bank of America, N.A.
Attn: Loan Administration, Xxxxxxx Xxxxxxx
000 X. Xxxxxxx Xxxxxxxxx (0xx Xxxxx)
Xxxxx, XX 00000
Fax (000) 000-0000
Attn: Loan Administration, Xxxxxxx Xxxxxxx
000 X. Xxxxxxx Xxxxxxxxx (0xx Xxxxx)
Xxxxx, XX 00000
Fax (000) 000-0000
Bank of America — Xxxxxxxx Atlanta Homes Modification
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with a copy to:
Bank of America, N.A.
Attn: Loan Administration, Xxxxxx Xxxxxx
000 X. Xxxxxxx Xxxxxxxxx (0xx Xxxxx)
Xxxxx, XX 00000
Fax (000) 000-0000
Attn: Loan Administration, Xxxxxx Xxxxxx
000 X. Xxxxxxx Xxxxxxxxx (0xx Xxxxx)
Xxxxx, XX 00000
Fax (000) 000-0000
with a copy to:
Xxxxxxxxxxx,
Misler, Sloan, Kletzkin & Ochsman, PLLC
Attn: Xxxxx X. Xxxxxxx
0000 00xx Xxxxxx, XX, Xxxxx 000
Xxxxxxxxxx, XX 00000
Attn: Xxxxx X. Xxxxxxx
0000 00xx Xxxxxx, XX, Xxxxx 000
Xxxxxxxxxx, XX 00000
Bank of America — Xxxxxxxx Atlanta Homes Modification
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EXECUTED ON THE DATE OR DATES OF THE ACKNOWLEDGMENTS HEREOF, BUT EFFECTIVE AS OF THE
DATE FIRST STATED IN THIS AGREEMENT.
| WITNESS: | BORROWER: | |||||||
| XXXXXXXX HOMES OF ATLANTA, LLC, a Georgia limited liability company (formerly known as PCH Development, LLC, a Georgia limited liability company which is successor by merger to Xxxxxx Xxxxxxxx Homes, Inc., a Georgia corporation) | ||||||||
| By: XXXXXXXX HOMEBUILDING COMPANIES, Inc., Manager | ||||||||
/s/
Xxxxx Xxxxxxxx
|
By: | /s/ Xxxxxxxxxxx Xxxxxxxx | ||||||
| Print Title: CEO | ||||||||
[SEAL] |
||||||||
COMMONWEALTH OF Virginia
|
) | |||||||
| ) | ss: | |||||||
COUNTY OF Fairfax
|
) |
I, Xxxxx X. Xxxxx, a Notary Public in and for the aforesaid said jurisdiction, do hereby certify
that Xxxxxxxxxxx Xxxxxxxx, who is personally well known to me as (or satisfactorily proven to me
to be) the person who signed the foregoing instrument executed this
28 day of December, 2006,
personally appeared before me in said jurisdiction and acknowledged that he is the CEO of
XXXXXXXX HOMEBUILDING COMPANIES, INC., a Delaware corporation which
is the Manager of XXXXXXXX
HOMES OF ATLANTA, LLC, a Georgia limited liability company (formerly known as PCH Development,
LLC, a Georgia limited liability company which is successor by merger to Xxxxxx Xxxxxxxx Homes,
Inc., a Georgia corporation) which is a party to the foregoing instrument; that he has been duly
authorized to execute and deliver the foregoing instrument for the purposes therein contained and
that the same is his act and deed and the act and deed of XXXXXXXX
HOMES OF ATLANTA, LLC, a
Georgia limited liability company.
IN WITNESS WHEREOF, I have set my hand and Notarial Seal, this 28 day of December, 2006.
| /s/ Xxxxx X. Xxxxx
|
||||
(SEAL) |
||||
| My Commission expires: 11-30-08 | ||||
[signatures continue on the next page]
Bank of America — Xxxxxxxx Atlanta Homes Modification
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| WITNESS: | BORROWER: | |||||||
| XXXXXXXX HOMES OF MYRTLE BEACH, LLC, a South Carolina limited liability company (formerly known as Xxxxxx-Xxxxxxxx Homes/South Carolina, LLC, a South Carolina limited liability company) |
||||||||
| By: | XXXXXXXX HOMEBUILDING COMPANIES, INC., a Delaware corporation, Manager | |||||||
/s/
Xxxxx Xxxxxxxx
|
By: | /s/ Xxxxxxxxxxx Xxxxxxxx | ||||||
| Print Title: CEO | ||||||||
[SEAL] |
||||||||
COMMONWEALTH OF Virginia
|
) | |||||||
| ) | ss: | |||||||
COUNTY OF Fairfax
|
) |
I, Xxxxx X. Xxxxx, a Notary Public in and for the aforesaid said jurisdiction, do hereby certify
that Xxxxxxxxxxx Xxxxxxxx, who is personally well known to me as (or satisfactorily proven to me
to be) the person who signed the foregoing instrument executed this
28 day of December, 2006,
personally appeared before me in said jurisdiction and acknowledged that he is the CEO of
XXXXXXXX HOMEBUILDING COMPANINES, INC., a Delaware corporation which
is the Manager of XXXXXXXX HOMES OF MYRTLE BEACH, LLC, a South
Carolina limited liability company (formerly known as XXXXXX-XXXXXXXX HOMES/SOUTH
CAROLINA, LLC, a South Carolina limited liability company) which is a party to the foregoing instrument; that he has been duly
authorized to execute and deliver the foregoing instrument for the purposes therein contained and
that the same is his act and deed and the act and deed of
XXXXXXXX HOMES OF MYRTLE BEACH, LLC, a
South Carolina limited liability company.
IN WITNESS WHEREOF, I have set my hand and Notarial Seal, this 28 day of December, 2006.
| /s/ Xxxxx X. Xxxxx
|
||||
(SEAL) |
||||
| My Commission expires: 11-30-08 | ||||
[signatures continue on the next page]
Bank of
America — Xxxxxxxx Atlanta Homes Modification
| WITNESS: | LENDER: | |||||||
| BANK OF AMERICA, N.A. | ||||||||
| By: | ||||||||
| Print Title: | ||||||||
[CORPORATE SEAL] |
||||||||
COMMONWEALTH OF FLORIDA
|
) | |||||||
| ) | ss: | |||||||
COUNTY OF HILLSBOROUGH
|
) |
I,
, a Notary Public in and for the aforesaid said jurisdiction,
do hereby certify that , who is personally well known to me as (or satisfactorily proven to me to be) the person who signed the foregoing instrument executed this
day
of 2006, personally appeared before me in said jurisdiction and
acknowledged that he is
the
of BANK OF AMERICA, N.A., a national
banking association; that he has been duly authorized to execute and deliver the foregoing
instrument for the purposes therein contained and that the same is his act and deed and the act
and deed of BANK OF AMERICA, N.A.
IN WITNESS WHEREOF, I have set my hand and Notarial Seal, this ___day of ,
2006.
(SEAL) |
||||
| My Commission expires: | ||||
[signatures
continue on the next page]
Bank of
America — Xxxxxxxx Atlanta Homes Modification
| WITNESS: | GUARANTOR: | |||||||
| XXXXXXXX HOMEBUILDING COMPANIES, INC., a Delware corporation | ||||||||
/s/
Xxxxx Xxxxxxxx |
By: | /s/ Xxxxxxxxxxx Xxxxxxxx | ||||||
| Print Title: CEO | ||||||||
[SEAL] |
||||||||
COMMONWEALTH OF VIRGINIA
|
) | |||||||
| ) | ss: | |||||||
COUNTY OF Fairfax
|
) |
I, Xxxxx X. Xxxxx , a Notary Public in and for the aforesaid said jurisdiction, do hereby certify
that Xxxxxxxxxxx Xxxxxxxx, who is personally well known to me as (or satisfactorily proven to me
to be) the person who signed the foregoing instrument executed this
28 day of December, 2006,
personally appeared before me in said jurisdiction and acknowledged that he is the CEO of
XXXXXXXX HOMEBUILDING COMPANIES, INC., a Delaware corporation which is a party to the foregoing instrument; that he has been duly
authorized to execute and deliver the foregoing instrument for the purposes therein contained and
that the same is his act and deed and the act and deed of XXXXXXXX
HOMEBUILDING COMPANIES, INC., a Delaware corporation.
IN WITNESS WHEREOF, I have set my hand and Notarial Seal, this 28 day of December, 2006.
| /s/ Xxxxx X. Xxxxx
|
||||
(SEAL) |
||||
| My Commission expires: 00-00-00 | ||||
Xxxx xx Xxxxxxx — Xxxxxxxx Atlanta Homes Modification |
