Exhibit 10.10
AMENDMENT TO
AMENDED AND RESTATED MASTER LOAN AGREEMENT
THIS AMENDMENT, dated as of the 18th day of December, 1997 (the
"Amendment"), is made by and between ▇▇▇▇▇▇ Housing Corporation, a Florida
corporation (the "Borrower"), with offices located at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, and NationsBank, N.A., successor by merger to
NationsBank, N.A. (South), with its offices located at ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇ (the "Bank") to modify and amend the terms
of a certain Amended and Restated Master Loan Agreement dated November 17, 1995
and riders thereto, as modified and amended, (the "Loan Agreement") made by
Borrower and Bank.
RECITALS
A. Borrower opened a revolving line of credit loan with Bank on
November 15, 1994, which has been modified and amended from time to time
thereafter (the "Loan"), and is used for the purpose of acquiring lots and
constructing single family dwellings in subdivisions acceptable to Bank and
mortgaged to Bank as security for the Loan.
B. Borrower and Bank desire to modify and amend the terms of the Loan
in the manner set out herein.
NOW, THEREFORE, in consideration of the premises, of the Loan advances
which may be agreed to be made Bank to Borrower hereinafter, and for other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Borrower and Bank hereby agree as follows:
1. The foregoing recitals are true and are incorporated herein.
2. Paragraph 1.1(q) is amended as follows:
The full payment and performance of the Loan will continue to
be guaranteed, jointly and severally, by International American Homes,
Inc., a Delaware corporation, and by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, individually,
subject to the terms provided herein. The guarantee shall be in a form
and substance satisfactory to Bank's counsel. The Guarantors, at the
Loan closing, shall subordinate any and all obligations of the Borrower
to them in favor of Bank in order that there shall be no offset against
the guarantee of any amount which may be owing to the Guarantors by
Borrower. Guarantors shall join in execution at closing of the
Hazardous Substance Certificate and Indemnification Agreement. The
existing individual guaranty of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ will be released as to
sums previously advanced and his guaranty shall not extend to sums
advanced under the Loan in the future, for the construction of Pre-Sold
Units. Furthermore, if the financial statements for International
American Homes, Inc., tested quarterly, show a Tangible Net Worth of
$7,200,000 or more, and a Total Debt/Tangible Net Worth ratio (adjusted
for bonds) of 2.75:1, or better, then the personal guaranty of
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ will be abated as to 50% of the sums previously
advanced or advanced in the future for the construction of Spec and
Model Units and lots. If the financial statements for International
American Homes, Inc., tested quarterly, show a Tangible Net Worth of
$7,500,000 or more, and a Total Debt /Tangible Net Worth ratio
(adjusted for bonds) of 2.50:1, or better, then the personal guaranty
of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ will be abated in full. The personal guaranty of
▇▇. ▇▇▇▇▇▇ will be reinstated consistent with the foregoing standards
if International American Homes, Inc. fails to maintain the stated
ratios.
3. Paragraph 2.3 of the Loan Agreement is amended as follows:
The Loan proceeds will be used solely to finance the
acquisition of lots and construction costs of pre-sold, model, and
speculative dwelling units ("Units") on individual lots owned or to be
acquired by Borrower and mortgaged to Bank in Hillsborough County,
Pasco County, and Pinellas County, Florida, and in such other counties
as Bank may approve. Bank will disburse Loan proceeds in accordance
with the loan documents originally dated November 15, 1994, as modified
from time to time thereafter, and with this renewal and modification.
The use of Loan proceeds for the construction of units shall be limited
to:
(a) For pre-sold Units at any one time, 70 Units in number,
$7,000,000 in maximum committed amount, and $3,500,000 in maximum
amount actually outstanding;
(b) For model and speculative units at any one time, 55 Units
in number, and $5,500,000 in maximum outstanding and committed amount;
(c) For developed lots at any one time, 70 lots in number, 25
lots in any one subdivision, $1,000,000 in maximum outstanding and
committed amount, and a maximum loan per lot of $30,000. Subdivisions
shall be subject to the approval of Bank. Any loan exposure not used
for developed lots may be used for pre-sold Units; and
(d) Notwithstanding the foregoing limitations by category, the
total amount outstanding under the Loan at any one time shall not
exceed the loan amount of $10,000,000.00.
Valuations may be based on internal Bank valuations for unit
commitments under $250,000 and on master appraisals for unit
commitments over $250,000. Borrower shall pay or reimburse Bank $100
per valuation for internal valuations and Bank's cost for master
appraisals. Valuations shall be made and paid by Borrower on the basis
of each floor plan type per subdivision. To monitor the collateral base
and to assist in calculating the Maximum Allowable Funding, Borrower
shall provide to Bank a semi-monthly report of construction completion
status on the Bank's form or other form approved by Bank. Inspection
fees under the Loan will be reduced from $250.00 per unit to $125.00
per unit, irrespective of the number of times Bank elects to inspect.
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Borrower shall provide Bank with quarterly status reports,
within 45 days of period end, reflecting the number of Units sold and
the sales price of each Unit as well as collateral inventory, including
the number of Units, their stages of development, and the status of the
sale of each Unit.
All remaining terms and provisions of Paragraph 2.3 shall be unchanged.
4. Paragraph 5.11 of the Loan Agreement is amended as follows:
Borrower will provide Bank with: (a) quarterly 10-Q filings
for International American Homes, Inc., including internally prepared
consolidating financial information for ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Corporation and
▇▇▇▇▇▇ Housing Corporation, within 60 days of the end of each quarter;
and (b) annual 10-K for International American Homes, Inc., including
consolidating financial information for ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Corporation and
▇▇▇▇▇▇ Housing Corporation, within 120 days of fiscal year end. Any
individual Guarantor shall provide personal financial statements on
Bank's form annually within 120 days of the anniversary date of a
previously submitted financial statement.
All remaining terms and provisions of Paragraph 5.11 shall be unchanged.
5. Paragraph 5.18 of the Loan Agreement is amended as follows:
Bank will fund under the Loan up to but not in excess of an
amount, referred to here as the Aggregate Maximum Allowable Funding,
which is from time to time the aggregate sum of the Maximum Allowable
Funding amount for all units and lots subject to the Loan. In
calculating the Maximum Allowable Funding, the amount which has been
advanced or which is eligible to be advanced on account of the
underlying land lot is referred to herein as the Lot Advance. The
Maximum Allowable Funding amount for a pre-sold unit will be the sum of
(1) the Lot Advance, plus (2) the product of (a) the then current
percentage of completion of the unit, times (b) an amount which does
not exceed 100% of the unit cost breakdown (not including the Lot
Advance) submitted by Borrower and approved by Bank, nor the lesser of
1) 80% of the completed value of each unit, which amount shall be
determined by a valuation acceptable to Bank, less the Lot Advance, or
2) 80% of the contracted purchase price of the unit, less the Lot
Advance. The Maximum Allowable Funding amount for a model or spec unit
will be the sum of (1) the Lot Advance, plus (2) the product of (a) the
then current percentage of completion of the unit, times (b) an amount
which does not exceed 100% of the unit cost breakdown submitted by
Borrower and approved by Bank, nor 80% of the completed value of each
unit, less the Lot Advance. The Maximum Allowable Funding amount for a
lot will be 75% of the appraised value. Units or lots may be released
from the lien of the mortgage: (1) without a partial release payment if
the Aggregate Maximum Allowable Funding after subtracting the released
lot or unit's Maximum Allowable Funding from the collateral pool
exceeds the then outstanding loan balance; (2) otherwise, upon payment
of the difference between the Aggregate Maximum Allowable
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Funding after subtracting the released lot or unit's Maximum Allowable
Funding from the collateral pool and the then outstanding loan balance.
Spec units subject to the Loan shall be removed from the collateral
pool after one year. Model units subject to the Loan shall be removed
from the collateral pool after two years.
All remaining terms and provisions of Paragraph 5.18 shall be unchanged.
6. The financial covenants applicable to Borrower are modified and
restated as follows:
Borrower will at all times report its financial condition
using generally accepted accounting principles consistently applied,
except to the extent modified by the following definitions:
(a) Tangible Net Worth: "Tangible Net Worth" is defined as the
aggregate of total shareholders' equity plus any debt to Related
Parties (as hereinafter defined) which are subordinated to the Loan,
less any intangible assets and any obligations due from shareholders,
partners, employees, and/or affiliates.
(b) Ratio of Total Debt to Tangible Net Worth: The "Ratio of
Total Debt to Tangible Net Worth," is defined as the aggregate of
current liabilities and non-current liabilities (excluding contingent
liabilities and non-recourse bonds) less subordinated loans from
Related Parties (as hereinafter defined), divided by Tangible Net
Worth.
(c) Related Parties: "Related Parties" shall mean the partners
or shareholders of Borrower, or any corporations, trusts, partnerships,
or other entities in which Borrower owns directly, or indirectly, a 51
% interest.
7. Article X, Special Conditions, is added to the Loan Agreement as
follows:
The following special conditions shall be applicable
throughout the term of this Loan Agreement:
10.1 Cross-Collateralization/Cross-Default. Borrower
acknowledges that all loans between Bank (or any subsidiary of Bank)
and Borrower (or any subsidiary of Borrower) shall be cross-defaulted
and cross-collateralized. Appropriate language to effect these
conditions is or will be included in the Loan Documents.
8. Except as expressly set out herein and in the loan documents of even
date, all terms and provisions of the Loan Documents shall continue
in force and effect with respect to the Loan.
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IN WITNESS WHEREOF, Borrower and Bank have executed this Loan Agreement
as of the above written date.
▇▇▇▇▇▇ Housing Corporation,
a Florida corporation
[Seal]
/s/ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Witness ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Print or type your name here
/s/ Its: President
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Witness
"Borrower"
NationsBank, N.A.
By:
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Witness ▇▇▇▇ ▇. ▇▇▇▇
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Witness Its: Senior Vice President
"Bank"
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JOINDER OF GUARANTOR
The undersigned as Guarantor hereby joins in and consents to the
foregoing Loan Agreement.
International American Homes, Inc.,
a Delaware corporation
{Seal}
/s/ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Witness ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Print or type your name here
/s/ Its: President
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Witness
/s/
--------------------
Witness
/s/ /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Witness ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇,
individually {Seal}
"Guarantor"
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