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EXHIBIT 10.20
AMENDMENT NO. 3 TO 1997 REVOLVING LOAN AGREEMENT
This Amendment No. 3 to 1997 Revolving Loan Agreement (this
"Amendment") is entered into with reference to the 1997 Revolving Loan Agreement
dated as of April 21, 1997 among ▇▇▇▇▇▇▇ and Broad Home Corporation
("Borrower"), the Banks party thereto, Credit Lyonnais Los Angeles Branch, as
Documentation Agent and Managing Agent, Guaranty Federal Bank F.S.B., Societe
Generale and Union Bank of California, N.A., as Co-Agents, and Bank of America
National Trust and Savings Association, as Administrative Agent, Co-Syndication
Agent and Managing Agent (as heretofore amended, the "Loan Agreement").
Capitalized terms used but not defined herein are used with the meanings set
forth for those terms in the Loan Agreement.
Borrower and the Administrative Agent, acting with the consent of
the Majority Banks pursuant to Section 11.2 of the Loan Agreement, agree as
follows:
1. Section 1.1. Section 1.1 of the Loan Agreement is hereby
amended to revise the following definition to read as follows:
"Consolidated Leverage Ratio" means, as of any date of
determination, the ratio of (a) Consolidated Total
Indebtedness on that date to (b) [Consolidated Tangible
Net Worth on that date minus the amount, if any, by which
the portion of Shareholder's Equity of Borrower and its
Consolidated Subsidiaries attributable to Borrower's
equity interest in the Shareholder's Equity of all Joint
Ventures (other than (i) KBMHG, (ii) any Subsidiary of
KBMHG engaged solely in development of multi-family
housing and related businesses, and (iii) any Consolidated
Joint Venture) exceeds $30,000,000].
2. Section 1.1. Section 1.1 of the Loan Agreement is amended
to make the following revisions to certain definitions therein contained:
Financial Subsidiary: Insert as a new clause (b) thereof
the following:
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"(b) a Trust Issuer, so long as it engages in no
activities other than these incident to the Trust
Preferred Capital Securities"
and redesignate existing clause (b) thereof as clause (c)
and existing clause (c) thereof as clause (d).
"Senior Officer" Insert as a new clause (d) thereof the
following:
"(d) vice president and controller"
and redesignate existing clause (d) thereof as clause (e).
"Subsidiary Guaranty": Strike the word "Obligations" in
the first line thereof and substitute in its place the
words "Indebtedness of Borrower under this Agreement."
3. Section 1.1 of the Loan Agreement is amended to add the
following new definitions:
"Consolidated Joint Venture" means, as of any date of
determination, a Joint Venture that is consolidated in the
consolidated financial statements of Borrower and its
Subsidiaries as of such date.
"Specified Entities" means, collectively, (a) any Foreign
Subsidiary, (b) any Financial Subsidiary (other than a
Trust Issuer) and (c) any Person that is not a
wholly-owned Subsidiary of Borrower (other than a
Consolidated Joint Venture).
4. Section 2.6. Pursuant to Section 2.6, the Line B Maturity
Date is hereby extended to April 18, 2000.
5. Section 3.14. Section 3.14 of the Loan Agreement is
amended by inserting the words "without deduction, offset or counterclaim" after
the word "America" in the fourth line thereof.
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6. Section 6.16. Section 6.16 of the Loan Agreement is
amended to read as follows:
"Certain Investments. Make any Investment in any Specified
Entity if, giving effect thereto, the aggregate amount of
all such Investments made after November 30, 1996 exceeds
the sum of (i) $30,000,000 plus (ii) the aggregate amount
of Cash Distributions declared and paid by all Specified
Entities to Borrower after November 30, 1996, plus (iii)
the aggregate amount of capital of Specified Entities
returned to Borrower after November 30, 1996; provided
that Borrower may make further Investments after November
30, 1996 in Mortgage Company in addition to the amount
permitted by the foregoing so long as such further
Investments do not exceed $30,000,000."
7. Section 7.1(b). Section 7.1(b) of the Loan Agreement is
amended by adding the words "(in accordance with past practices of Borrower)"
after the word "consolidating" in the second and fifth lines thereof.
8. Section 9.1. Section 9.1 of the Loan Agreement is amended
by adding a new subsection (n) as follows:
"(n) the occurrence of an Event of Default (as such term
is defined in that certain Term Loan Agreement dated as of
January 7, 1999 among Borrower, Bank of America NT&SA, as
Administrative Agent, and the banks party thereto) under
such Term Loan Agreement."
9. Section 11.3. Section 11.3 of the Loan Agreement is
amended by inserting the word "actual" after the word "reasonable" in the tenth,
nineteenth and thirty-third lines thereof.
10. Section 11.8(e). Section 11.8(e) of the Loan Agreement is
amended to insert a new clause "(D)" as follows:
"(D) release any Guarantor Subsidiary from its obligations
under the Subsidiary Guaranty"
and to redesignate existing clause "(D)" as clause "(E)".
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11. Line B Commitment. The Pro Rata Shares of the Banks with
respect to the Line B Commitment are hereby revised as set forth in Schedule 1.1
attached hereto.
12. Conditions Precedent. The effectiveness of this Amendment
shall be conditioned upon the receipt by the Administrative Agent of all of the
following, each properly executed by a Responsible Official of each party
thereto and dated as of the date hereof:
a. Counterparts of this Amendment executed by all parties
hereto;
b. Instrument of Joinder to the Subsidiary Guaranty in the
form of Exhibit A to this Amendment executed by each
Significant Subsidiary of Borrower acquired by Borrower
pursuant to that certain Purchase Agreement executed as of
January 7, 1999 among Borrower and the sellers of the
"Homebuilding Business" of the ▇▇▇▇▇ Homes companies;
c. Line B Notes executed by Borrower in favor of those Banks
whose Pro Rata Share of the Line B Commitment has changed
pursuant to Paragraph 10 hereof;
d. Written consents of each of the Guarantor Subsidiaries to
the execution, delivery and performance hereof,
substantially in the form of Exhibit B to this Amendment;
e. Written consent of the Majority Banks as required under
Section 11.2 of the Loan Agreement in the form of Exhibit
C to this Amendment; and
f. A fee letter by Borrower in favor of the Administrative
Agent in form and substance satisfactory to the
Administrative Agent concerning the Pro Rata Shares of
certain Banks with respect to the Line B Commitment.
13. Representation and Warranty. Borrower represents and
warrants to the Administrative Agent and the Banks that no Default or Event of
Default has occurred and remains continuing.
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14. Confirmation. In all other respects, the terms of the Loan
Agreement and the other Loan Documents are hereby confirmed.
IN WITNESS WHEREOF, Borrower and the Administrative Agent have
executed this Amendment as of April 19, 1999 by their duly authorized
representatives.
▇▇▇▇▇▇▇ AND BROAD HOME CORPORATION
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Senior Vice President and
Chief Financial Officer
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as Administrative
Agent
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Vice President
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Exhibit A to Amendment
INSTRUMENT OF JOINDER
TO
GUARANTY
THIS INSTRUMENT OF JOINDER ("Joinder") is executed as of April
19, 1999, by ▇▇▇▇▇ HOMES OF CALIFORNIA, a California general partnership, ▇▇▇▇▇
DEVELOPMENT CO., a California general partnership, ▇▇▇▇▇ HOMES ENTERPRISES, a
California general partnership, ▇▇▇▇▇ HOMES OF NEVADA, a Nevada general
partnership, and ▇▇▇▇▇ PROPERTIES, a Nevada general partnership (each a "Joining
Party" and collectively, "Joining Parties"), and delivered to the Administrative
Agent pursuant to the Guaranty dated as of April 21, 1997 (the "Guaranty").
Terms used but not defined in this Joinder shall have the meanings defined for
those terms in the Guaranty.
RECITALS
1. The Guaranty was made by the Guarantors in favor of the
Banks that are parties to that certain 1997 Revolving Loan Agreement, dated as
of April 21, 1997 (the "Loan Agreement") among ▇▇▇▇▇▇▇ and Broad Home
Corporation, as Borrower, the Banks signatory thereto, Bank of America National
Trust and Savings Association, as Administrative Agent and Co-Syndication Agent,
Credit Lyonnais Los Angeles Branch as Documentation Agent, and Guaranty Federal
Bank, F.S.B., Societe Generale and Union Bank of California, as Co-Agents.
2. Each Joining Party expects to realize direct and indirect
benefits as a result of the availability to Borrower of a credit facility
pursuant to the Loan Agreement, and as a result of becoming a party to the
Guaranty.
NOW THEREFORE, Joining Parties agree as follows:
AGREEMENT
I. By this Joinder, each Joining Party becomes a "Guarantor" under and
pursuant to Section 10 of the Guaranty. Each Joining Party agrees that, upon its
execution hereof, it will become a Guarantor under the Guaranty with respect to
all Indebtedness of Borrower heretofore or hereafter incurred under the Loan
Agreement, and will be
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bound by all terms, conditions, and duties applicable to a Guarantor under the
Guaranty.
II. The effective date of this Joinder is April 19, 1999.
"Joining Parties"
▇▇▇▇▇ HOMES OF CALIFORNIA, ▇▇▇▇▇ DEVELOPMENT CO.,
a California general partnership a California general partnership
By: KB HOLDINGS ONE, INC., By: KB HOLDINGS ONE, INC.,
a California corporation, a California corporation,
its General Partner its General Partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
------------------------ ------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Name:
---------------------- ----------------------
Title: President Title:
--------------------- ---------------------
▇▇▇▇▇ HOMES ENTERPRISES, ▇▇▇▇▇ PROPERTIES,
a California general partnership a Nevada general partnership
By: KB HOLDINGS ONE, INC., By: KB HOLDINGS ONE, INC.,
a California corporation, a California corporation,
its General Partner its General Partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
------------------------ ------------------------
Name: Name:
---------------------- ------------------------
Title: Title:
--------------------- ---------------------
▇▇▇▇▇ HOMES OF NEVADA,
a Nevada general partnership
By: KB HOLDINGS ONE, INC.,
a California corporation,
its General Partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
------------------------
Name:
----------------------
Title:
---------------------
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ACKNOWLEDGED:
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION,
as Administrative Agent
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------
Title: Vice President
---------------------
▇▇▇▇▇▇▇ AND BROAD HOME CORPORATION
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
----------------------
Title: SVP & CFO
---------------------
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Exhibit B to Amendment
CONSENT OF GUARANTOR SUBSIDIARIES
Reference is hereby made to that certain 1997 Revolving Loan
Agreement dated as of April 21, 1997 among ▇▇▇▇▇▇▇ and Broad Home Corporation
("Borrower"), the Banks party thereto, Credit Lyonnais Los Angeles Branch, as
Documentation Agent and Managing Agent, Guaranty Federal Bank F.S.B., Societe
Generale and Union Bank of California, N.A., as Co-Agents, and Bank of America
National Trust and Savings Association, as Administrative Agent, Co-Syndication
Agent and Managing Agent (as heretofore amended, the "Loan Agreement").
Each of the undersigned hereby consents to the execution,
delivery and performance by Borrower and the Administrative Agent of Amendment
No. 3 to the Loan Agreement.
Each of the undersigned represents and warrants to the
Administrative Agent and the Banks that the Subsidiary Guaranty remains in full
force and effect in accordance with its terms.
Dated: April 19, 1999
"GUARANTORS"
▇▇▇▇▇▇▇ AND BROAD OF NORTHERN
CALIFORNIA, INC., a California corporation
▇▇▇▇▇▇▇ AND BROAD OF SAN DIEGO,
INC., a California corporation
▇▇▇▇▇▇▇ AND BROAD - SOUTH BAY,
INC., a California corporation
▇▇▇▇▇▇▇ AND BROAD - CENTRAL
VALLEY, INC., a California corporation
▇▇▇▇▇▇▇ AND BROAD COASTAL, INC.,
a California corporation
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▇▇▇▇▇▇▇ AND BROAD OF NEVADA,
INC., a Nevada corporation
▇▇▇▇▇▇▇ AND BROAD OF ARIZONA,
INC., an Arizona corporation
▇▇▇▇▇▇▇ AND BROAD OF COLORADO,
INC., a Colorado corporation
▇▇▇▇▇▇▇ AND BROAD MULTI-
HOUSING GROUP, INC., a California
corporation
▇▇▇▇▇▇▇ AND BROAD OF NEW
MEXICO, INC., a New Mexico corporation
▇▇▇▇▇▇▇ AND BROAD - MONTEREY
BAY, INC., a California corporation
▇▇▇▇▇▇▇ AND BROAD OF
SACRAMENTO, INC., a California
corporation
▇▇▇▇▇▇▇ AND BROAD OF RENO, INC., a
Nevada corporation
GENERAL HOMES CORPORATION, a
Delaware corporation
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-----------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Assistant Secretary
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KB HOLDINGS ONE, INC., a California
corporation
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-----------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Assistant Secretary
and Vice President
▇▇▇▇▇▇▇ AND BROAD OF SOUTHERN
CALIFORNIA, INC., a California corporation
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-----------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Assistant Treasurer
▇▇▇▇▇▇▇ AND BROAD OF UTAH, INC., a
California corporation
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-----------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Vice President
▇▇▇▇▇▇▇ AND BROAD OF TEXAS, LTD.,
a Texas limited partnership
By: KBSA, Inc., a Texas corporation,
Its general partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-----------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇,
Assistant Secretary
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▇▇▇▇▇▇▇ AND BROAD LONE STAR, L.P.,
a Texas limited partnership
By: KBSA, Inc., a Texas corporation,
Its general partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-----------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇,
Assistant Secretary
▇▇▇▇▇▇▇ AND BROAD DEVELOPMENT
OF TEXAS, L.P., a Texas limited partnership
By: KBSA, Inc., a Texas corporation,
Its general partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇,
Assistant Secretary
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Exhibit C to Amendment
CONSENT OF BANK
Reference is hereby made to that certain 1997 Revolving Loan
Agreement dated as of April 21, 1997 among ▇▇▇▇▇▇▇ and Broad Home Corporation
("Borrower"), the Banks party thereto, Credit Lyonnais Los Angeles Branch, as
Documentation Agent and Managing Agent, Guaranty Federal Bank F.S.B., Societe
Generale and Union Bank of California, N.A., as Co-Agents, and Bank of America
National Trust and Savings Association, as Administrative Agent, Co-Syndication
Agent and Managing Agent (as heretofore amended, the "Loan Agreement").
The undersigned Bank hereby consents to the execution and
delivery of Amendment No. 3 to the Loan Agreement by the Administrative Agent on
its behalf, substantially in the form of the most recent draft thereof presented
to the undersigned Bank.
Dated: April 22, ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ - ▇▇▇ ▇▇▇▇▇▇▇ Agency
-------------------------------------------------
[Name of Institution]
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇
---------------------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇ (Vice President)
-------------------------------------------------
[Printed Name and Title]
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Exhibit C to Amendment
CONSENT OF BANK
Reference is hereby made to that certain 1997 Revolving Loan
Agreement dated as of April 21, 1997 among ▇▇▇▇▇▇▇ and Broad Home Corporation
("Borrower"), the Banks party thereto, Credit Lyonnais Los Angeles Branch, as
Documentation Agent and Managing Agent, Guaranty Federal Bank F.S.B., Societe
Generale and Union Bank of California, N.A., as Co-Agents, and Bank of America
National Trust and Savings Association, as Administrative Agent, Co-Syndication
Agent and Managing Agent (as heretofore amended, the "Loan Agreement").
The undersigned Bank hereby consents to the execution and
delivery of Amendment No. 3 to the Loan Agreement by the Administrative Agent on
its behalf, substantially in the form of the most recent draft thereof presented
to the undersigned Bank.
Dated: April 16, 1999
Societe Generale
-------------------------------------------------
[Name of Institution]
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
---------------------------------------------
Director
-------------------------------------------------
[Printed Name and Title]
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Exhibit C to Amendment
CONSENT OF BANK
Reference is hereby made to that certain 1997 Revolving Loan
Agreement dated as of April 21, 1997 among ▇▇▇▇▇▇▇ and Broad Home Corporation
("Borrower"), the Banks party thereto, Credit Lyonnais Los Angeles Branch, as
Documentation Agent and Managing Agent, Guaranty Federal Bank F.S.B., Societe
Generale and Union Bank of California, N.A., as Co-Agents, and Bank of America
National Trust and Savings Association, as Administrative Agent, Co-Syndication
Agent and Managing Agent (as heretofore amended, the "Loan Agreement").
The undersigned Bank hereby consents to the execution and
delivery of Amendment No. 3 to the Loan Agreement by the Administrative Agent on
its behalf, substantially in the form of the most recent draft thereof presented
to the undersigned Bank.
Dated: April 16, 1999
SunTrust Bank, Atlanta
-------------------------------------------------
[Name of Institution]
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
---------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
Director/Vice President
-------------------------------------------------
[Printed Name and Title]
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Exhibit C to Amendment
CONSENT OF BANK
Reference is hereby made to that certain 1997 Revolving Loan
Agreement dated as of April 21, 1997 among ▇▇▇▇▇▇▇ and Broad Home Corporation
("Borrower"), the Banks party thereto, Credit Lyonnais Los Angeles Branch, as
Documentation Agent and Managing Agent, Guaranty Federal Bank F.S.B., Societe
Generale and Union Bank of California, N.A., as Co-Agents, and Bank of America
National Trust and Savings Association, as Administrative Agent, Co-Syndication
Agent and Managing Agent (as heretofore amended, the "Loan Agreement").
The undersigned Bank hereby consents to the execution and
delivery of Amendment No. 3 to the Loan Agreement by the Administrative Agent on
its behalf, substantially in the form of the most recent draft thereof presented
to the undersigned Bank.
Dated: April 16, 1999
PARIBAS
-------------------------------------------------
[Name of Institution]
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
---------------------------------------------
▇▇▇▇ ▇▇▇▇▇▇
Director
-------------------------------------------------
[Printed Name and Title]
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------------------------
▇▇▇▇ ▇▇▇▇▇▇▇
Vice President
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Exhibit C to Amendment
CONSENT OF BANK
Reference is hereby made to that certain 1997 Revolving Loan
Agreement dated as of April 21, 1997 among ▇▇▇▇▇▇▇ and Broad Home Corporation
("Borrower"), the Banks party thereto, Credit Lyonnais Los Angeles Branch, as
Documentation Agent and Managing Agent, Guaranty Federal Bank F.S.B., Societe
Generale and Union Bank of California, N.A., as Co-Agents, and Bank of America
National Trust and Savings Association, as Administrative Agent, Co-Syndication
Agent and Managing Agent (as heretofore amended, the "Loan Agreement").
The undersigned Bank hereby consents to the execution and
delivery of Amendment No. 3 to the Loan Agreement by the Administrative Agent on
its behalf, substantially in the form of the most recent draft thereof presented
to the undersigned Bank.
Dated: April 16, 1999
THE CHASE MANHATTAN BANK
-------------------------------------------------
[Name of Institution]
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
---------------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
Vice President
-------------------------------------------------
[Printed Name and Title]
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VIA FACSIMILE
April 19, 1999
▇▇. ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Sheppard, Mullin, ▇▇▇▇▇▇▇, & Hampton, LLP
Attorneys At Law
▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Re: ▇▇▇▇▇▇▇ and Board Corporation
Reference is hereby made to that certain 1997 Revolving Loan Agreement
dated as of April 21, 1997 among ▇▇▇▇▇▇▇ and Broad Home Corporation
("Borrower"), the Banks party thereto, Credit Lyonnais Los Angeles Branch, as
Documentation Agent and Managing Agent, Guaranty Federal Bank F.S.B., Societe
Generale and Union Bank of California, N.A., as Co-Agents, and Bank of America
National Trust and Savings Association, as Administrative Agent, Co-Syndication
Agent and Managing Agent (as heretofore amended, the "Loan Agreement").
The undersigned Bank hereby consents to the execution and delivery of
Amendment No. 3 to the Loan Agreement by the Administrative Agent on its behalf,
substantially in the form of the most recent draft thereof presented to the
undersigned Bank.
Dated: April 19, 1999
The First National Bank of Chicago
-------------------------------------------------
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇
Vice President
19
Exhibit C to Amendment
CONSENT OF BANK
Reference is hereby made to that certain 1997 Revolving Loan
Agreement dated as of April 21, 1997 among ▇▇▇▇▇▇▇ and Broad Home Corporation
("Borrower"), the Banks party thereto, Credit Lyonnais Los Angeles Branch, as
Documentation Agent and Managing Agent, Guaranty Federal Bank F.S.B., Societe
Generale and Union Bank of California, N.A., as Co-Agents, and Bank of America
National Trust and Savings Association, as Administrative Agent, Co-Syndication
Agent and Managing Agent (as heretofore amended, the "Loan Agreement").
The undersigned Bank hereby consents to the execution and
delivery of Amendment No. 3 to the Loan Agreement by the Administrative Agent on
its behalf, substantially in the form of the most recent draft thereof presented
to the undersigned Bank.
Dated: April ___, ▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇
-------------------------------------------------
[Name of Institution]
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, VP
-------------------------------------------------
[Printed Name and Title]
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Exhibit C to Amendment
CONSENT OF BANK
Reference is hereby made to that certain 1997 Revolving Loan
Agreement dated as of April 21, 1997 among ▇▇▇▇▇▇▇ and Broad Home Corporation
("Borrower"), the Banks party thereto, Credit Lyonnais Los Angeles Branch, as
Documentation Agent and Managing Agent, Guaranty Federal Bank F.S.B., Societe
Generale and Union Bank of California, N.A., as Co-Agents, and Bank of America
National Trust and Savings Association, as Administrative Agent, Co-Syndication
Agent and Managing Agent (as heretofore amended, the "Loan Agreement").
The undersigned Bank hereby consents to the execution and
delivery of Amendment No. 3 to the Loan Agreement by the Administrative Agent on
its behalf, substantially in the form of the most recent draft thereof presented
to the undersigned Bank.
Dated: April 19, 1999
COMERICA BANK
-------------------------------------------------
[Name of Institution]
By: /s/ ▇▇▇ ▇▇▇▇▇▇
---------------------------------------------
▇▇▇ ▇▇▇▇▇▇, Account Officer
-------------------------------------------------
[Printed Name and Title]
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Exhibit C to Amendment
CONSENT OF BANK
Reference is hereby made to that certain 1997 Revolving Loan
Agreement dated as of April 21, 1997 among ▇▇▇▇▇▇▇ and Broad Home Corporation
("Borrower"), the Banks party thereto, Credit Lyonnais Los Angeles Branch, as
Documentation Agent and Managing Agent, Guaranty Federal Bank F.S.B., Societe
Generale and Union Bank of California, N.A., as Co-Agents, and Bank of America
National Trust and Savings Association, as Administrative Agent, Co-Syndication
Agent and Managing Agent (as heretofore amended, the "Loan Agreement").
The undersigned Bank hereby consents to the execution and
delivery of Amendment No. 3 to the Loan Agreement by the Administrative Agent on
its behalf, substantially in the form of the most recent draft thereof presented
to the undersigned Bank.
Dated: April 19, ▇▇▇▇
▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ NT&SA
-------------------------------------------------
[Name of Institution]
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, VP
-------------------------------------------------
[Printed Name and Title]
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22
Exhibit C to Amendment
CONSENT OF BANK
Reference is hereby made to that certain 1997 Revolving Loan
Agreement dated as of April 21, 1997 among ▇▇▇▇▇▇▇ and Broad Home Corporation
("Borrower"), the Banks party thereto, Credit Lyonnais Los Angeles Branch, as
Documentation Agent and Managing Agent, Guaranty Federal Bank F.S.B., Societe
Generale and Union Bank of California, N.A., as Co-Agents, and Bank of America
National Trust and Savings Association, as Administrative Agent, Co-Syndication
Agent and Managing Agent (as heretofore amended, the "Loan Agreement").
The undersigned Bank hereby consents to the execution and
delivery of Amendment No. 3 to the Loan Agreement by the Administrative Agent on
its behalf, substantially in the form of the most recent draft thereof presented
to the undersigned Bank.
Dated: April 19, ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇, N.A.
-------------------------------------------------
[Name of Institution]
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------------------------
▇▇▇▇ ▇▇▇▇▇▇▇
Vice President
-------------------------------------------------
[Printed Name and Title]
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23
Exhibit C to Amendment
CONSENT OF BANK
Reference is hereby made to that certain 1997 Revolving Loan
Agreement dated as of April 21, 1997 among ▇▇▇▇▇▇▇ and Broad Home Corporation
("Borrower"), the Banks party thereto, Credit Lyonnais Los Angeles Branch, as
Documentation Agent and Managing Agent, Guaranty Federal Bank F.S.B., Societe
Generale and Union Bank of California, N.A., as Co-Agents, and Bank of America
National Trust and Savings Association, as Administrative Agent, Co-Syndication
Agent and Managing Agent (as heretofore amended, the "Loan Agreement").
The undersigned Bank hereby consents to the execution and
delivery of Amendment No. 3 to the Loan Agreement by the Administrative Agent on
its behalf, substantially in the form of the most recent draft thereof presented
to the undersigned Bank.
Dated: April 21, 1999
BANK UNITED
-------------------------------------------------
[Name of Institution]
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, VP/MGR.
-------------------------------------------------
[Printed Name and Title]
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24
Exhibit C to Amendment
CONSENT OF BANK
Reference is hereby made to that certain 1997 Revolving Loan
Agreement dated as of April 21, 1997 among ▇▇▇▇▇▇▇ and Broad Home Corporation
("Borrower"), the Banks party thereto, Credit Lyonnais Los Angeles Branch, as
Documentation Agent and Managing Agent, Guaranty Federal Bank F.S.B., Societe
Generale and Union Bank of California, N.A., as Co-Agents, and Bank of America
National Trust and Savings Association, as Administrative Agent, Co-Syndication
Agent and Managing Agent (as heretofore amended, the "Loan Agreement").
The undersigned Bank hereby consents to the execution and
delivery of Amendment No. 3 to the Loan Agreement by the Administrative Agent on
its behalf, substantially in the form of the most recent draft thereof presented
to the undersigned Bank.
Dated: April 19, 1999
Guaranty Federal Bank F.S.B.
-------------------------------------------------
[Name of Institution]
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Vice President
-------------------------------------------------
[Printed Name and Title]
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25
Exhibit C to Amendment
CONSENT OF BANK
Reference is hereby made to that certain 1997 Revolving Loan
Agreement dated as of April 21, 1997 among ▇▇▇▇▇▇▇ and Broad Home Corporation
("Borrower"), the Banks party thereto, Credit Lyonnais Los Angeles Branch, as
Documentation Agent and Managing Agent, Guaranty Federal Bank F.S.B., Societe
Generale and Union Bank of California, N.A., as Co-Agents, and Bank of America
National Trust and Savings Association, as Administrative Agent, Co-Syndication
Agent and Managing Agent (as heretofore amended, the "Loan Agreement").
The undersigned Bank hereby consents to the execution and
delivery of Amendment No. 3 to the Loan Agreement by the Administrative Agent on
its behalf, substantially in the form of the most recent draft thereof presented
to the undersigned Bank.
Dated: April 19, 1999
KBC BANK N.V.
-------------------------------------------------
[Name of Institution]
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
---------------------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
FIRST VICE PRESIDENT
-------------------------------------------------
[Printed Name and Title]
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
VICE PRESIDENT
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26
CONSENT OF BANK
Reference is hereby made to that certain 1997 Revolving Loan
Agreement dated as of April 21, 1997 among ▇▇▇▇▇▇▇ and Broad Home Corporation
("Borrower"), the Banks party thereto, Credit Lyonnais Los Angeles Branch, as
Documentation Agent and Managing Agent, Guaranty Federal Bank F.S.B., Societe
Generale and Union Bank of California, N.A., as Co-Agents, and Bank of America
National Trust and Savings Association, as Administrative Agent, Co-Syndication
Agent and Managing Agent (as heretofore amended, the "Loan Agreement").
The undersigned Bank hereby consents to the execution and
delivery of Amendment No. 3 to the Loan Agreement by the Administrative Agent on
its behalf, substantially in the form of the most recent draft thereof presented
to the undersigned Bank.
Dated: April 19, 1999
Credit Lyonnais Los Angeles Branch
-------------------------------------------------
[Name of Institution]
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
First Vice President and Manager
-------------------------------------------------
[Printed Name and Title]
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27
Exhibit C to Amendment
CONSENT OF BANK
Reference is hereby made to that certain 1997 Revolving Loan
Agreement dated as of April 21, 1997 among ▇▇▇▇▇▇▇ and Broad Home Corporation
("Borrower"), the Banks party thereto, Credit Lyonnais Los Angeles Branch, as
Documentation Agent and Managing Agent, Guaranty Federal Bank F.S.B., Societe
Generale and Union Bank of California, N.A., as Co-Agents, and Bank of America
National Trust and Savings Association, as Administrative Agent, Co-Syndication
Agent and Managing Agent (as heretofore amended, the "Loan Agreement").
The undersigned Bank hereby consents to the execution and
delivery of Amendment No. 3 to the Loan Agreement by the Administrative Agent on
its behalf, substantially in the form of the most recent draft thereof presented
to the undersigned Bank.
Dated: April ___, 1999
Sanwa Bank California
-------------------------------------------------
[Name of Institution]
By: /s/ ▇▇▇▇ ▇▇▇▇
---------------------------------------------
▇▇▇▇ ▇▇▇▇, AVP
-------------------------------------------------
[Printed Name and Title]
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