PROMISSORY NOTE AMENDMENT
EXHIBIT 99.1
WHEREAS BROOKFIELD HOMES CORPORATION (the “Borrower”) issued a promissory note dated June 12,
2006, as amended, to TRILON BANCORP (Europe) ZRt, BUDAPEST ZURICH BRANCH (the “Lender”) in an
aggregate principal amount not to exceed $325,000,000 (the “Promissory Note”);
AND WHEREAS the parties wish to further amend the Promissory Note as set forth herein;
NOW THEREFORE, the Borrower and the Lender agree as follows:
| 1. | Definitions: Capitalized terms used herein and not defined shall have the respective meanings given to such terms in the Promissory Note. | |
| 2. | Principal: Section 1 of the Promissory Note is hereby amended to increase the maximum aggregate principal amount that the Borrower shall be entitled to drawdown to US$350,000,000. | |
| 3. | Maturity: Section 4 of the Promissory Note is hereby amended to extend the Maturity Date to June 30, 2010. | |
| 4. | Covenants: Section 11 of the Promissory Note, as amended, is hereby temporarily amended and restated from the date hereof to June 30, 2009, as follows: (a) the Borrower shall maintain a minimum shareholders’ equity of US$225 million; and (b) the Borrower shall not exceed a Consolidated Net Debt to Book Capitalization ratio of 80%. Consolidated Net Debt shall be determined by deducting consolidated cash from consolidated project specific and other financing. Book Capitalization is equal to Consolidated Net Debt plus minority interest plus shareholders’ equity. | |
| 5. | Promissory Note Remains in Effect: Except as otherwise provided herein, all other terms and conditions of the Promissory Note, as amended, shall remain in force and effect. |
THE PROVISIONS of this Amendment shall be governed by and construed in accordance with the
laws of the state of Delaware and the federal laws of the United States applicable therein.
DATED this 27th day of January, 2009.
| BROOKFIELD HOMES CORPORATION |
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| Per: | /s/ XXXXX X. XXXXXX | |||
| Authorized Signing Officer | ||||
| TRILON BANCORP (Europe) ZRt, Budapest, Zurich Branch |
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| Per: | /s/ XXXXXXXX XXXXX | |||
| Authorized Signing Officer | ||||
