FIRST AMENDMENT TO SECOND AMENDED AND
-------------------------------------
RESTATED REVOLVING LOAN AGREEMENT
---------------------------------
This First Amendment to Second Amended and Restated Revolving
Loan Agreement ("First Amendment") is entered into as of February 19, 1999 by
and among XXX XXXX CORPORATION, a Delaware corporation ("Borrower"), each bank
whose name is set forth on the signature pages of this First Amendment
(collectively, the "Banks" and individually a "Bank"), BANK OF AMERICA NATIONAL
TRUST AND SAVINGS ASSOCIATION, a national banking association (the "Agent") and
BANK ONE, ARIZONA, NA, a national banking association (the "Co-Agent"). This
First Amendment is one of the Loan Documents referred to in the Loan Agreement
defined below. All terms and agreements set forth in the Loan Agreement which
are generally applicable to the Loan Documents shall apply to this First
Amendment. Capitalized terms not otherwise defined herein shall have the
meanings given them in the Loan Agreement.
RECITALS
--------
A. Borrower, the Banks, the Agent and the Co-Agent have
previously made and entered into that certain Second Amended and Restated
Revolving Loan Agreement, dated as of June 5, 1998 (the "Loan Agreement"),
pursuant to which the Banks agreed to make revolving loans to Borrower in the
aggregate principal amount of up to $450,000,000 (the "Loan"). The Loan is
evidenced by the Loan Agreement and the various Line A Notes and Line B Notes
executed by Borrower in favor of the Banks.
B. Borrower has requested that an additional $50,000,000 be
made available as part of the Line A Commitment and, subject to the terms and
conditions contained herein, the Banks and the Agent have agreed to such
increase, as more fully set forth below.
C. Concurrently with this First Amendment, BANK UNITED has
executed a Commitment Assignment and Acceptance to become a Bank under the Loan
Agreement concurrently with the effectiveness of this First Amendment. Borrower
and the Agent hereby approve BANK UNITED becoming a Bank.
NOW, THEREFORE, for good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, Borrower, the Banks, the
Co-Agent and the Agent hereby agree as follows:
1. AMENDMENTS TO LOAN AGREEMENT.
1.1 SECTION 1.1 In Section 1.1 of the Loan Agreement, the
definition of "Line A Commitment" is restated in its entirety to read as
follows:
-1-
"'LINE A COMMITMENT' means, subject to Sections 2.4
and 2.5, $407,000,000. The respective Pro Rata Shares
of the Banks with respect to the Line A Commitment
are set forth in SCHEDULE 1.1."
1.2 SCHEDULE 1.1. SCHEDULE 1.1 ("Bank Group Commitments") to
the Loan Agreement is amended and restated in its entirety in the schedule
attached to this First Amendment as ANNEX I.
2. FEES. On the effective date of this First Amendment, Borrower agrees
to pay fees as follows:
(a) Borrower shall pay to the Agent for the
respective accounts of each Bank whose aggregate Commitment is
increasing pursuant to this First Amendment, a fee equal to ten (10)
basis points times the increase in such Bank's aggregate Commitment as
shown on ANNEX I hereto; and
(b) Borrower shall pay to any Bank whose Pro Rata
Share of any outstanding Eurodollar Rate Loan is decreased as a result
of the Adjusting Purchase Payments specified in Section 3 hereof a fee
(if applicable) calculated in the manner of a prepayment of such
Eurodollar Rate Loan as specified in Section 3.6(D) of the Loan
Agreement and based on the amount of such decrease; and
(c) Borrower shall pay to any Bank whose Pro Rata
Share of any outstanding Eurodollar Rate Loan is increased as a result
of the Adjusting Purchase Payments specified in Section 3 hereof a fee
equal to the amount of such increase TIMES [number of days between the
date of such increase and the last day of the applicable Eurodollar
Period], DIVIDED BY 360, TIMES the applicable Advance Differential. The
"Advance Differential" applicable to a Eurodollar Rate Loan shall mean
(a) the Eurodollar Rate on, or as near as practicable to the date of
such increase for a hypothetical Eurodollar Rate Loan commencing on
such date and ending on the last day of the Interest Period of the
subject Eurodollar Rate Loan MINUS (b) the Eurodollar Rate applicable
to the subject Eurodollar Rate Loan (but not less than zero); and
(d) Borrower shall pay to the Agent an administration
and syndication fee pursuant to a separate written fee letter between
Borrower and the Agent.
All of the foregoing fees are fully earned upon such effective date and are
nonrefundable.
3. ADJUSTING PURCHASE PAYMENTS. The Agent shall notify the Banks on the
first Banking Day that the conditions specified in Sections 5(A)-5(F) hereof
have been satisfied (the "Notice"). On the following Banking Day, certain of the
Banks shall purchase, and certain of the Banks shall sell, to one another, the
percentage interests in the Commitments as reflected
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in ANNEX II hereto, in order to reallocate the then outstanding Advances under
the Notes among the Banks to correspond to the revised Pro Rata Shares of the
Banks specified in ANNEX I hereto. The applicable purchase price payments are
specified on ANNEX II hereto and referred to herein as the "Adjusting Purchase
Payments." The Adjusting Purchasing Payments shall be made to the Agent by the
applicable purchasing Banks by Federal Reserve wire transfer initiated by the
payor no later than 9:00 a.m. California time on the Banking Day following the
Notice. Upon receipt of all such payments, the Agent shall promptly send
appropriate portions thereof to the selling Banks by Federal Reserve wire
transfer. The new Pro Rata Shares shall become effective on the close of
business on the day of transfer of such funds.
4. BORROWER'S REPRESENTATIONS AND WARRANTIES. Borrower hereby
represents and warrants that except as previously disclosed to the Banks in
writing, all of the representations and warranties contained in the Loan
Documents are true and correct on and as of the date of this First Amendment as
though made on that date and after giving effect to this First Amendment no
Event of Default shall be continuing.
5. CONDITIONS PRECEDENT. The effectiveness of this First Amendment is
conditioned upon the satisfaction by Borrower of each of the following
conditions on or before March 5, 1999:
(a) Borrower shall have delivered or caused to be
delivered to the Agent fully executed original counterparts of this
First Amendment and EXHIBIT A hereto, sufficient in number for
distribution to the Agent, the Banks and Borrower;
(b) Borrower shall have delivered to the Agent
executed original replacement Line A Notes and Line B Notes, for each
Bank whose Line A or Line B Commitment is changed, in the forms of
EXHIBIT B and EXHIBIT C hereto. Such replacement notes shall reflect
the increase in the Line A Commitment herein as well as the alteration
of the Pro Rata Share of each Bank reflected on ANNEX I hereto;
(c) Borrower shall have paid the fees required in
Section 2 hereof;
(d) The Agent shall have received from Borrower such
documentation as may be required to establish the authority of Borrower
to execute, deliver and perform any of the Loan Documents to which it
is a Party, including, without limitation, this First Amendment and the
replacement Line A Notes and Line B Notes. Such documentation shall
include certified corporate resolutions, incumbency certificates, and
such other certificates or documents as the Agent shall reasonably
require;
(e) The Agent shall have received a written legal
opinion of counsel(s) to Borrower and each Guarantor, in form and
substance satisfactory to the Agent, regarding the execution, delivery,
performance and enforceability of this First
-3-
Amendment, the Guarantors' Consent hereto and the replacement Line A
Notes and Line B Notes;
(f) The Agent shall have received a written
certification from a Responsible Official of Borrower that Borrower and
its Subsidiaries are in compliance with all the terms and provisions of
the Loan Documents and after giving effect to this First Amendment no
Default or Event of Default shall be continuing;
and the satisfaction by the Banks of the following condition:
(g) The applicable Banks shall have made the
Adjusting Purchase Payments as specified in Section 3 hereof.
6. RETURN OF CANCELED NOTES TO BORROWER. Upon the effectiveness of this
First Amendment in accordance herewith, including the delivery by Borrower of
all documents required under Section 5 hereof, the Banks shall return the Line A
Notes and Line B Notes that have been replaced pursuant to Section 5(B) hereof
to the Agent for redelivery to Borrower, in each case marked "Canceled."
7. AMENDMENT TO OTHER LOAN DOCUMENTS. Each of the Loan Documents is
hereby amended such that all references to the Loan Agreement contained therein
shall be deemed to be made with respect to the Loan Agreement as amended hereby.
Each of the Loan Documents are hereby further amended such that any reference
contained therein to any document amended hereby shall be deemed to be made with
respect to such document as amended hereby. Each reference to Loan Documents
generally shall be deemed to include this First Amendment.
8. LOAN DOCUMENTS IN FULL FORCE AND EFFECT. Except as modified hereby,
the Loan Documents remain in full force and effect.
9. GOVERNING LAW. This First Amendment shall be governed by, and
construed in accordance with, the Laws of the State of California.
10. SEVERABILITY. If any provision of this First Amendment is held
invalid or unenforceable by any court of competent jurisdiction, such holding
shall not invalidate or render unenforceable any other provision hereof.
11. COUNTERPARTS. This First Amendment may be executed in counterparts
and any party may execute any counterpart, each of which shall be deemed to be
an original and all of which, taken together, shall be deemed to be one and the
same document. The execution hereof by any parties shall not become effective
until this First Amendment, and EXHIBIT A hereto, is executed and delivered by
all parties hereto and thereto.
12. PRIOR AGREEMENTS. This First Amendment contains the entire
agreement between Borrower, the Banks and the Agent with respect to the subject
matter hereof, and all
-4-
prior negotiations, understandings, and agreements with respect thereto are
superseded by this First Amendment.
IN WITNESS WHEREOF, the parties hereto have caused this First
Amendment to be duly executed as of the date first above written.
"Borrower" "Banks"
XXX XXXX CORPORATION BANK ONE, ARIZONA, NA, as a Bank
By: By:
-------------------------------- --------------------------------
Xxxx X. Xxxxxxx
Senior Vice President --------------------------------
Printed Name and Title
"Agent"
BANK OF AMERICA NATIONAL
BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION,
TRUST AND SAVINGS ASSOCIATION, as a Bank
as Agent
By:
By: --------------------------------
--------------------------------
--------------------------------
-------------------------------- Printed Name and Title
Printed Name and Title
GUARANTY FEDERAL BANK, F.S.B.
"Co-Agent"
BANK ONE, ARIZONA, NA, as Co-Agent By:
--------------------------------
By: --------------------------------
-------------------------------- Printed Name and Title
--------------------------------
Printed Name and Title BANKBOSTON, N.A. (formerly known as
The First National Bank of Boston)
By:
--------------------------------
--------------------------------
Printed Name and Title
-5-
CREDIT LYONNAIS M&I THUNDERBIRD BANK
LOS ANGELES BRANCH
By:
By: --------------------------------
--------------------------------
--------------------------------
-------------------------------- Printed Name and Title
Printed Name and Title
By:
FIRST UNION NATIONAL BANK --------------------------------
(formerly known as First Union National
Bank of North Carolina) --------------------------------
Printed Name and Title
By:
-------------------------------- NORWEST BANK ARIZONA,
National Association
--------------------------------
Printed Name and Title
By:
--------------------------------
BANK OF HAWAII
--------------------------------
Printed Name and Title
By:
--------------------------------
PNC BANK, N.A.
--------------------------------
Printed Name and Title
By:
--------------------------------
FLEET NATIONAL BANK
--------------------------------
Printed Name and Title
By:
--------------------------------
COMERICA BANK
--------------------------------
Printed Name and Title
By:
--------------------------------
--------------------------------
Printed Name and Title
-6-
BANK UNITED
By:
--------------------------------
--------------------------------
Printed Name and Title
Address for Bank United
Bank United
0000 Xxxx Xxxxxxxxx, X-000
Xxxxxxxxxx, Xxxxxxx 00000
Attn: Xxxxxxx X. Xxxxxxx, Vice President
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
-7-
EXHIBIT A
GUARANTORS' CONSENTS
The undersigned do each hereby (a) consent to that certain
First Amendment to Amended and Restated Revolving Loan Agreement, dated as of
February 19, 1999, by and among Xxx Xxxx Corporation ("Borrower"), the Banks
named therein, Bank of America National Trust and Savings Association, as Agent,
and Bank One, Arizona, NA, as Co-Agent, including the increase of $50,000,000 in
the Line A Commitment contained therein and (b) reaffirm (i) their respective
obligations under that certain 1998 Subsidiary Guaranty, dated as of June 5,
1998, and (ii) that the 1998 Subsidiary Guaranty remains in full force and
effect and that, without limitation, any indebtedness of Borrower represented by
the $50,000,000 increase in the Line A Commitment constitutes "Guarantied
Obligations" thereunder.
Dated: February 19, 1999
Xxx Xxxx California Corp., Xxx Xxxx Conservation Holding Corp., an
an Arizona corporation Arizona corporation
By: By:
------------------------------- -------------------------------
Xxxxxx X. Xxxxxx Xxxxxx X. Xxxxxx
Treasurer Treasurer
Xxx Xxxx Commercial Properties Xxx Xxxx Home Construction, Inc.,
Corporation, an Arizona corporation an Arizona corporation
By: By:
------------------------------- -------------------------------
Xxxxxx X. Xxxxxx Xxxxxx X. Xxxxxx
Treasurer Treasurer
Xxx Xxxx Communities, Inc., Anthem Arizona, Inc. (formerly known as
an Arizona corporation The Villages at Desert Hills, Inc. and as
Xxx Xxxx Lakeview Corporation), an
Arizona corporation
By:
-------------------------------
Xxxxxx X. Xxxxxx By:
Treasurer -------------------------------
Xxxxxx X. Xxxxxx
Treasurer
Exhibit A
Page 1 of 4
Xxx Xxxx'x Coventry Homes Construction Del X. Xxxx Development Co., L.P.,
Co., an Arizona corporation a Delaware limited partnership
By: Xxx Xxxx Communities, Inc.,
By: general partner
-------------------------------
Xxxxxx X. Xxxxxx
Treasurer By:
--------------------------
Xxxxxx X. Xxxxxx
Xxx Xxxx'x Coventry Homes, Inc., Treasurer
an Arizona corporation
Del X. Xxxx Foothills Corporation,
By: an Arizona corporation
-------------------------------
Xxxxxx X. Xxxxxx
Treasurer By:
-------------------------------
Xxx Xxxx'x Coventry Homes of Nevada, Xxxxxx X. Xxxxxx
Inc., an Arizona corporation (formerly Treasurer
known as Xxx Xxxx of Nevada, Inc.)
DW Aviation Co., an Arizona corporation
By:
-------------------------------
Xxxxxx X. Xxxxxx By:
Treasurer -------------------------------
Xxxxxx X. Xxxxxx
Treasurer
Xxx Xxxx'x Coventry Homes Construction
of Tucson Co., an Arizona corporation
Fairmount Mortgage, Inc., an Arizona
corporation
By:
-------------------------------
Xxxxxx X. Xxxxxx By:
Treasurer -------------------------------
Xxxxxxx X. Day
Treasurer
Xxx Xxxx'x Coventry Homes of Tucson,
Inc., an Arizona corporation
Terravita Corp., an Arizona corporation
By:
------------------------------- By:
Xxxxxx X. Xxxxxx -------------------------------
Treasurer Xxxxxx X. Xxxxxx
Treasurer
Exhibit A
Page 2 of 4
Terravita Home Construction Co., New Mexico Asset Corporation,
an Arizona corporation an Arizona corporation
By: By:
------------------------------- -------------------------------
Xxxxxx X. Xxxxxx Xxxxxx X. Xxxxxx
Treasurer Treasurer
Trovas Company, an Arizona corporation Xxx Xxxx Texas Limited Partnership,
an Arizona limited partnership
By: By: Xxx Xxxx Southwest Co.,
------------------------------- an Arizona corporation
Xxxxxx X. Xxxxxx
Treasurer
By:
--------------------------
Trovas Construction Co., an Arizona Xxxxxx X. Xxxxxx
corporation Treasurer
By: New Mexico Asset Limited Partnership
------------------------------- (formerly known as New Mexico
Xxxxxx X. Xxxxxx Investment Co. Limited Partnership), an
Treasurer Arizona limited partnership
By: Xxx Xxxx Corporation, a Delaware
Xxx Xxxx Limited Holding Co., corporation
an Arizona corporation
By:
By: --------------------------
------------------------------- Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx Treasurer
Treasurer
Bellasera Corp., an Arizona corporation
Xxx Xxxx Southwest Co., an Arizona
corporation
By:
-------------------------------
By: Xxxxxx X. Xxxxxx
------------------------------- Treasurer
Xxxxxx X. Xxxxxx
Treasurer
Exhibit A
Page 3 of 4
Xxx Xxxx'x Sunflower of Tucson, Inc., an
Arizona corporation
By:
-------------------------------
Xxxxxx X. Xxxxxx
Treasurer
Xxx Xxxx'x Spruce Creek Communities,
Inc., an Arizona corporation
By:
-------------------------------
Xxxxxx X. Xxxxxx
Treasurer
Exhibit A
Page 4 of 4
EXHIBIT B
---------
LINE A NOTE
-----------
$________________ ______________, 1999
Los Angeles, California
FOR VALUE RECEIVED, the undersigned promises to pay to the
order of ______________________________________________________ (the "Bank"),
the principal amount of
__________________________________________________________ ($_____________) or
such lesser aggregate amount of Advances as may be made by the Bank with respect
to the Line A Commitment under the Loan Agreement referred to below, together
with interest on the principal amount of each Advance made hereunder and
remaining unpaid from time to time from the date of each such Advance until the
date of payment in full, payable as hereinafter set forth.
Reference is made to the Second Amended and Restated Revolving
Loan Agreement, dated as of June 5, 1998, as amended by that certain First
Amendment to Second Amended and Restated Revolving Loan Agreement, dated as of
even date herewith, by and among the undersigned, as Borrower, the Banks which
are parties thereto, Bank One, Arizona, NA, as Co-Agent, and Bank of America
National Trust and Savings Association, as Agent for the Banks (as so amended,
the "Loan Agreement"). Terms defined in the Loan Agreement and not otherwise
defined herein are used herein with the meanings given those terms in the Loan
Agreement. This is one of the Line A Notes referred to in the Loan Agreement,
and any holder hereof is entitled to all of the rights, remedies, benefits and
privileges provided for in the Loan Agreement as originally executed or as it
may from time to time be supplemented, modified or amended. The Loan Agreement,
among other things, contains provisions for acceleration of the maturity hereof
upon the happening of certain stated events upon the terms and conditions
therein specified.
The principal indebtedness evidenced by this Line A Note shall
be payable as provided in the Loan Agreement and in any event on the Maturity
Date.
Interest shall be payable on the outstanding daily unpaid
principal amount of Advances from the date of each such Advance until payment in
full and shall accrue and be payable at the rates and on the dates set forth in
the Loan Agreement both before and after default and before and after maturity
and judgment, with interest on overdue principal and interest to bear interest
at the rate set forth in Section 3.7 of the Loan Agreement, to the fullest
extent permitted by applicable Law.
Each payment hereunder shall be made to the Agent at the
Agent's Office for the account of the Bank in immediately available funds not
later than 11:00 a.m. (San Francisco time) on the day of payment (which must be
a Banking Day). All payments
Exhibit B
Page 1 of 2
received after 11:00 a.m. (San Francisco time) on any particular Banking Day
shall be deemed received on the next succeeding Banking Day. All payments shall
be made in lawful money of the United States of America.
The Bank shall use its best efforts to keep a record of
Advances made by it and payments received by it with respect to this Line A
Note, and such record shall be presumptive evidence of the amounts owing under
this Line A Note.
The undersigned hereby promises to pay all costs and expenses
of any rightful holder hereof incurred in collecting the undersigned's
obligations hereunder or in enforcing or attempting to enforce any of such
holder's rights hereunder, including reasonable attorneys' fees and
disbursements, whether or not an action is filed in connection therewith.
The undersigned hereby waives presentment, demand for payment,
dishonor, notice of dishonor, protest, notice of protest and any other notice or
formality, to the fullest extent permitted by applicable Laws.
This Line A Note shall be delivered to and accepted by the
Bank in the State of California, and shall be governed by, and construed and
enforced in accordance with, the local Laws thereof.
[ . . . This Line A Note replaces, amends and restates that
certain Line A Note, dated as of [ . . . June 5, 1998 . . .], in the principal
amount of $____________, heretofore delivered by the undersigned to the Bank
pursuant to the Loan Agreement. . . .]
XXX XXXX CORPORATION,
a Delaware corporation
By:
----------------------------------
----------------------------------
Printed Name and Title
Exhibit B
Page 2 of 2
EXHIBIT C
---------
LINE B NOTE
-----------
$_______________ ______________, 1999
Los Angeles, California
FOR VALUE RECEIVED, the undersigned promises to pay to the
order of ________________________________________________________ (the "Bank"),
the principal amount of _______________________________________________________
($____________) or such lesser aggregate amount of Advances as may be made by
the Bank with respect to the Line B Commitment under the Loan Agreement referred
to below, together with interest on the principal amount of each Advance made
hereunder and remaining unpaid from time to time from the date of each such
Advance until the date of payment in full, payable as hereinafter set forth.
Reference is made to the Second Amended and Restated Revolving
Loan Agreement, dated as of June 5, 1998, as amended by that certain First
Amendment to Second Amended and Restated Revolving Loan Agreement, dated as of
even date herewith, by and among the undersigned, as Borrower, the Banks which
are parties thereto, Bank One, Arizona, NA, as Co-Agent, and Bank of America
National Trust and Savings Association, as Agent for the Banks (as so amended,
the "Loan Agreement"). Terms defined in the Loan Agreement and not otherwise
defined herein are used herein with the meanings given those terms in the Loan
Agreement. This is one of the Line B Notes referred to in the Loan Agreement,
and any holder hereof is entitled to all of the rights, remedies, benefits and
privileges provided for in the Loan Agreement as originally executed or as it
may from time to time be supplemented, modified or amended. The Loan Agreement,
among other things, contains provisions for acceleration of the maturity hereof
upon the happening of certain stated events upon the terms and conditions
therein specified.
The principal indebtedness evidenced by this Line B Note shall
be payable as provided in the Loan Agreement and in any event on the Maturity
Date.
Interest shall be payable on the outstanding daily unpaid
principal amount of Advances from the date of each such Advance until payment in
full and shall accrue and be payable at the rates and on the dates set forth in
the Loan Agreement both before and after default and before and after maturity
and judgment, with interest on overdue principal and interest to bear interest
at the rate set forth in Section 3.7 of the Loan Agreement, to the fullest
extent permitted by applicable Law.
Exhibit C
Page 1 of 2
Each payment hereunder shall be made to the Agent at the
Agent's Office for the account of the Bank in immediately available funds not
later than 11:00 a.m. (San Francisco time) on the day of payment (which must be
a Banking Day). All payments received after 11:00 a.m. (San Francisco time) on
any particular Banking Day shall be deemed received on the next succeeding
Banking Day. All payments shall be made in lawful money of the United States of
America.
The Bank shall use its best efforts to keep a record of
Advances made by it and payments received by it with respect to this Line B
Note, and such record shall be presumptive evidence of the amounts owing under
this Line B Note.
The undersigned hereby promises to pay all costs and expenses
of any rightful holder hereof incurred in collecting the undersigned's
obligations hereunder or in enforcing or attempting to enforce any of such
holder's rights hereunder, including reasonable attorneys' fees and
disbursements, whether or not an action is filed in connection therewith.
The undersigned hereby waives presentment, demand for payment,
dishonor, notice of dishonor, protest, notice of protest and any other notice or
formality, to the fullest extent permitted by applicable Laws.
This Line B Note shall be delivered to and accepted by the
Bank in the State of California, and shall be governed by, and construed and
enforced in accordance with, the local Laws thereof.
[ . . . This Line B Note replaces, amends and restates that
certain Line B Note, dated as of [ . . . June 5, 1998 . . .], in the principal
amount of $_______________ , heretofore delivered by the undersigned to the Bank
pursuant to the Loan Agreement. . . .]
XXX XXXX CORPORATION,
a Delaware corporation
By:
----------------------------------
----------------------------------
Printed Name and Title
Exhibit C
Page 2 of 2
ANNEX I
-------
XXX XXXX CORPORATION
BANK GROUP COMMITMENTS
Total Prior Increase in
Line "A" Line "B" Commitment Commitment Aggregate
SYNDICATE BANK PRO RATA SHARE $407,000,000 $93,000,000 $500,000,000 $450,000,000 COMMITMENT
-------------- -------------- ------------ ----------- ------------ ------------ ----------
Bank of America NT & SA 24.00% $97,680,000 22,320,000 120,000,000 120,000,000 -0-
Bank One, Arizona, NA 12.00% 48,840,000 11,160,000 60,000,000 60,000,000 -0-
Guaranty Federal Bank, F.S.B. 9.00% 36,630,000 8,370,000 45,000,000 45,000,000 -0-
BankBoston, N.A. 7.00% 28,490,000 6,510,000 35,000,000 35,000,000 -0-
First Union National Bank 5.00% 20,350,000 4,650,000 25,000,000 25,000,000 -0-
Bank of Hawaii 6.00% 24,420,000 5,580,000 30,000,000 30,000,000 -0-
Fleet National Bank 7.00% 28,490,000 6,510,000 35,000,000 35,000,000 -0-
Credit Lyonnais 4.00% 16,280,000 3,720,000 20,000,000 20,000,000 -0-
M&I Thunderbird Bank 4.00% 16,280,000 3,720,000 20,000,000 20,000,000 -0-
Comerica Bank 8.00% 32,560,000 7,440,000 40,000,000 20,000,000 $20,000,000
PNC Bank, N.A. 4.00% 16,280,000 3,720,000 20,000,000 20,000,000 -0-
Norwest Bank Arizona 4.00% 16,280,000 3,720,000 20,000,000 20,000,000 -0-
Bank United 6.00% 24,420,000 5,580,000 30,000,000 -0- 30,000,000
TOTAL: 100.00% $407,000,000 $ 93,000,000 $500,000,000 $450,000,000 $ 50,000,000
Annex I
Page 1 of 1
ANNEX II
ADJUSTING PURCHASE PAYMENTS
Aggregate Principal Balance of existing Promissory Notes
immediately prior to effective date of First Amendment - $___________
("Carryover Principal Balance").
Banks Making Former Share Former New Share of Adjusting Adjusting
Adjusting of Carryover Pro Rata Carryover New Purchase Purchase
PURCHASE PAYMENTS PRINCIPAL BALANCE SHARE PRINCIPAL BALANCE PRO RATA SHARE PAYMENT TO PAY PAYMENT TO RECEIVE
----------------- ----------------- ----- ----------------- -------------- -------------- ------------------
Comerica Bank
Bank United
BANKS RECEIVING ADJUSTING
PURCHASE PAYMENTS
Bank of America NT & SA
Bank One, Arizona, NA
Guaranty Federal Bank, F.S.B.
BankBoston, N.A.
First Union National Bank
Bank of Hawaii
Fleet National Bank
Credit Lyonnais
M&I Thunderbird Bank
PNC Bank, N.A.
Norwest Bank Arizona
TOTAL: 100.00% 100.00%
Annex II
Page 1 of 1
