SEVENTH AMENDMENT TO REVOLVING CREDIT AGREEMENT AND SIXTH AMENDMENT TO TERM LOAN A CREDIT AGREEMENT
Exhibit 10.1
SEVENTH
AMENDMENT TO REVOLVING CREDIT AGREEMENT
AND
SIXTH
AMENDMENT TO TERM LOAN A CREDIT AGREEMENT
THIS
SEVENTH AMENDMENT TO REVOLVING CREDIT AGREEMENT AND SIXTH AMENDMENT TO TERM LOAN
A CREDIT AGREEMENT (this “Amendment”)
is executed to be effective on February 13, 2009, and entered into by and among
STANDARD PACIFIC CORP.,
a Delaware corporation (“Borrower”),
BANK OF AMERICA, N.A., a
national banking association, as Administrative Agent for the Revolver Lenders
defined below (in such capacity, together with its successors and assigns,
“Revolver
Administrative Agent”) and as Administrative Agent for the Term A Lenders
defined below (in such capacity, together with its successors and assigns,
“Term
Administrative Agent”), and each Revolver Lender and Term A Lender that
is a signatory to this Amendment.
R E C I T A L S
A. Reference
is hereby made to that certain (a) Revolving Credit Agreement dated as of August
31, 2005, executed by Borrower, Revolver Administrative Agent, and the Lenders
defined therein (such Lenders are collectively, the “Revolver
Lenders” and individually a “Revolver
Lender”) pursuant to which such Revolver Lenders extended to Borrower a
revolving credit facility (as amended, modified, renewed, restated, or replaced,
the “Revolving Credit
Agreement”), and (b) Term Loan A Credit Agreement dated as of May 5,
2006, by and among Borrower, Term Administrative Agent, and each of the Lenders
defined therein (such Lenders are collectively, the “Term A
Lenders” and individually a “Term A
Lender”) (as amended, modified, renewed, restated, or replaced, the
“Term A
Credit Agreement”).
B. Capitalized
terms used herein shall, unless otherwise indicated, have the respective
meanings set forth in the Revolving Credit Agreement or the Term A Credit
Agreement, as applicable.
C. The
parties hereto desire to modify certain provisions contained in the Revolving
Credit Agreement and the Term A Credit Agreement subject to the terms and
conditions set forth herein.
NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:
1. Amendments
to the Revolving Credit Agreement.
(a) Section
1.1 of the Revolving Credit Agreement is hereby amended to add the
following new definitions thereto in the correct alphabetical
order:
“Qualified
Prepayment” means a voluntary prepayment by Borrower after the Seventh
Amendment Effective Date of each of the Fourth Amendment Loan Outstandings
(other than the Seventh Amendment Voluntary Revolving Loan Paydowns) and the
outstanding principal balance under the Term A Credit Agreement (other than the
Seventh Amendment Voluntary Term A Loan Paydowns), allocated 58.5186276% to the
Fourth Amendment Loan Outstandings and 41.4813724% to the outstanding principal
balance under the Term A Credit Agreement; provided that such prepayment
of the Fourth Amendment Loan Outstandings results in a permanent reduction in
the Maximum Fourth Amendment Loan Commitment and the Total Aggregate
Commitment.
“Seventh
Amendment” means that certain Seventh Amendment to Revolving
1
Credit
Agreement and Sixth Amendment to Term Loan A Credit Agreement executed to be
effective as of the Seventh Amendment Effective Date, by and among Borrower,
Administrative Agent, each Lender party thereto, and certain other parties
thereto.
“Seventh Amendment
Effective Date” means February 13, 2009, the effective date of the
Seventh Amendment.
“Seventh Amendment
Effective Date Voluntary Revolving Loan Paydown” means a voluntary
prepayment by Borrower on the Seventh Amendment Effective Date of Fourth
Amendment Loan Outstandings in an aggregate principal amount equal to
$7,314,828.45, to be applied to the Fourth Amendment Loan Outstandings of each
Lender, according to each such Lender’s Pro Rata Share.
“Seventh Amendment
Post-Effective Date Voluntary Revolving Loan Paydown” means a voluntary
prepayment by Borrower following the Seventh Amendment Effective Date of Fourth
Amendment Loan Outstandings in an aggregate principal amount equal to
$7,314,828.45, to be applied to the Fourth Amendment Loan Outstandings of each
Lender, according to each such Lender’s Pro Rata Share.
“Seventh Amendment
Voluntary Revolving Loan Paydowns” means the collective reference to the
Seventh Amendment Effective Date Voluntary Revolving Loan Paydown and the
Seventh Amendment Post-Effective Date Voluntary Revolving Loan
Paydown.
“Seventh Amendment
Voluntary Term A Loan Paydowns” means the collective reference to a
voluntary prepayment by Borrower on the Seventh Amendment Effective Date of the
outstanding principal balance under the Term A Credit Agreement in an aggregate
principal amount equal to $5,185,171.55 and a voluntary prepayment by Borrower
following the Seventh Amendment Effective Date of the outstanding principal
balance under the Term A Credit Agreement in an aggregate principal amount equal
to $5,185,171.55.
(b) Section
4.1(e) of the Revolving Credit Agreement is hereby deleted in its
entirety and replaced with the following:
(e) All
or any portion of the aggregate amount of all Loans at any time outstanding may,
at any time and from time to time, be paid or prepaid in whole or in part, provided that (x) except in
the case of the Seventh Amendment Voluntary Revolving Loan Paydowns, each
Qualified Prepayment, and the prepayments required under Section
4.14, (i) any partial prepayment shall be an integral multiple of
$1,000,000, (ii) any partial prepayment shall be in an amount not less than
$5,000,000, and (iii) any payment or prepayment of all or any part of any
Eurodollar Borrowing on a day other than the last day of the applicable Interest
Period shall be made on a Business Day, as applicable, and shall be preceded by
at least three (3) Business Days written notice to Administrative Agent of the
date and amount of such payment or payments and (y) any prepayment of a
Eurodollar Borrowing prior to the last day of the applicable Interest Period
shall be accompanied by a prepayment fee calculated in accordance with Section
4.1(f) and any other amounts required to be paid pursuant to Section
4.7. In addition, if at any time the amount of any Eurodollar
Borrowing is reduced (by payment, prepayment or conversion of a part thereof) to
an amount less than $5,000,000, then such Eurodollar
2
Borrowing
shall automatically convert into a Reference Rate Borrowing, and on and after
such date the right of Borrower to continue such Borrowing as a Eurodollar
Borrowing shall terminate. Except for (a) prepayments of Post Fourth
Amendment Advances with the proceeds of the Disposition of Model Unit Collateral
and Additional Real Property Collateral and (b) as provided under Sections
4.14(a), 4.14(b),
and 4.14(c), any
prepayment shall be applied first to reduce the aggregate Fourth Amendment Loan
Outstandings, and once that amount has been reduced to $0, then to reduce the
Outstanding Amount of Post Fourth Amendment Advances.
(c) Section
4.14 of the Revolving Credit Agreement is hereby amended to add the
following new clause
(c):
(c) Borrower
shall, not later than one (1) Business Day following the consummation of a
voluntary prepayment, redemption, acquisition, or repurchase by Borrower for
cash of any public note indenture indebtedness referenced in clauses
(i), (ii), and
(iii)
below (other than the refinancing of such indebtedness with indebtedness
permitted under Section
8.22), prepay the Fourth Amendment Loan Outstandings and the outstanding
principal balance under the Term A Credit Agreement (the total amount of each of
such pre-payments to be allocated 58.5186276% to the Fourth Amendment Loan
Outstandings and 41.4813724% to the outstanding principal balance under the Term
A Credit Agreement), in the aggregate amount of (i) in the case of such a
voluntary prepayment, redemption, acquisition or repurchase of Borrower’s 5-1/8%
Senior Notes due April, 2009, one hundred twenty five percent (125%) of the
difference between (A)
the par or face amount of Borrower’s 5-1/8% Senior Notes due 2009 so prepaid,
redeemed, acquired or repurchased by Borrower from the holders thereof and (B) the prepayment,
redemption, acquisition or purchase price paid by Borrower to the holders
thereof to so prepay, redeem, acquire or repurchase such 5-1/8% Senior Notes due
2009 (inclusive of accrued interest, premiums and any consent fees paid in
connection therewith) (provided that, in no event
shall such difference be less than $0.00), (ii) in the case of such a voluntary
prepayment, redemption, acquisition or repurchase of Borrower’s 6-1/2% Senior
Notes due 2010, fifty percent (50%) of the prepayment, redemption, acquisition
or purchase price paid by Borrower to the holders thereof to so prepay, redeem,
acquire or repurchase such 6-1/2% Senior Notes due 2010, and (iii) in the case
of such a voluntary prepayment, redemption, acquisition or repurchase of
Borrower’s 6-7/8% Senior Notes due 2011, one hundred percent (100%) of the
prepayment, redemption, acquisition or purchase price paid by Borrower to the
holders thereof to so prepay, redeem, acquire or repurchase such 6-7/8% Senior
Notes due 2011; provided that (1) the Seventh
Amendment Voluntary Revolving Loan Paydowns, the Seventh Amendment Voluntary
Term A Loan Paydowns, and the amount of all Qualified Prepayments shall be
credited to the prepayments required under this Section
4.14(c) in satisfaction thereof, but only to the amount of such Seventh
Amendment Voluntary Revolving Loan Paydowns, Seventh Amendment Voluntary Term A
Loan Paydowns, and Qualified Prepayments and (2) no additional prepayments of
Fourth Amendment Loan Outstandings and the outstanding principal balance under
the Term A Credit Agreement shall be required under this Section
4.14(c) until
(x) the total of all such required prepayments exceeds (y) the sum of (A) the Seventh
Amendment Voluntary Revolving Loan Paydowns, plus (B) the Seventh
Amendment Voluntary Term A Loan Paydowns, plus (C) the aggregate amount
of all Qualified Prepayments, plus (D) the aggregate amount
of all prepayments made under this Section
4.14(c). Upon any prepayment of the Fourth Amendment Loan
Outstandings by Borrower pursuant to this
3
Section
4.14(c) the Maximum Fourth Amendment Loan Commitment and the Total
Aggregate Commitment shall, without duplication of any reductions made in
connection with the Seventh Amendment Voluntary Revolving Loan Paydowns pursuant
to Section
4.17(g), and Qualified Prepayments, be permanently reduced by the amount
of such prepayment. Such reduction of the Maximum Fourth Amendment
Loan Commitment and the Total Aggregate Commitment shall be applied to the
Commitment of each Lender according to its Pro Rata
Share. Notwithstanding anything contained herein to the contrary,
once the Fourth Amendment Loan Outstandings have been reduced to $0, then 100%
of the payments required pursuant to this Section
4.14(c) shall be applied to the outstanding principal balance under the
Term A Credit Agreement and, once the Fourth Amendment Loan Outstandings and the
outstanding principal balance under the Term A Credit Agreement have been
reduced to $0, no payments shall be required pursuant to this Section
4.14(c).
(d) Section
4.17(a) of the Revolving Credit Agreement is hereby deleted in its
entirety and replaced with the following:
(a) Borrower
may, upon written, irrevocable notice to Administrative Agent received by 12:00
p.m. five (5) Business Days prior to the date of any requested reduction or
termination, from time to time permanently reduce the Total Aggregate
Commitment; provided
that (i) except in the case of the Seventh Amendment Voluntary Revolving
Loan Paydowns, each Qualified Prepayment, and the prepayments required under
Section
4.14, any such partial reduction shall be in the amount of $10,000,000 or
any greater integral multiple of $1,000,000, and (ii) Borrower shall not
terminate or reduce the Total Aggregate Commitment if, after giving effect
thereto and to any concurrent prepayments hereunder, the aggregate principal
amount of the outstanding Loans plus the L/C Obligations would exceed the Total
Aggregate Commitment; provided, further, that the
Total Aggregate Commitment may be terminated if, at the time of such termination
Borrower shall have (A) repaid the outstanding Loans in full, and otherwise paid
and performed all other outstanding Obligations, and (B) Cash Collateralized all
outstanding L/C Obligations and any payment or reimbursement obligations of
Borrower and any Letter of Credit Subsidiaries in the manner specified in the
last full paragraph of Section
9.2; and, notwithstanding any termination of this Agreement or the credit
facility hereunder, Borrower and any Letter of Credit Subsidiaries or any other
Persons in any way liable or responsible for the repayment of the L/C
Obligations continue to be liable and responsible therefor, and the Issuing
Banks, Administrative Agent, Lenders, and any other obligees with respect
thereto continue to retain all of their repayment rights and other rights with
respect thereto, including those specified in such last full paragraph of Section
9.2. Administrative Agent will promptly notify Lenders of any
such notice of termination or reduction of the Total Aggregate
Commitment. Except as set forth in clause (b)
below, any reduction of the Total Aggregate Commitment shall be applied to the
Commitment of each Lender according to its Pro Rata Share.
(e) Section
4.17 of the Revolving Credit Agreement is hereby amended to add the
following new clauses
(g)
and (h) at the
end thereof:
(g) Upon
any Seventh Amendment Voluntary Revolving Loan Paydown, the Maximum Fourth
Amendment Loan Commitment and the Total Aggregate Commitment shall be
permanently reduced by the amount of such payment. Such reductions of
the
4
Maximum
Fourth Amendment Loan Commitment and the Total Aggregate Commitment shall be
applied to the Commitment of each Lender according to its Pro Rata Share and
shall be credited toward the satisfaction of the prepayment requirements of
Section
4.14(c) as such prepayments are required.
(h) On
the Seventh Amendment Effective Date, Borrower shall make the Seventh Amendment
Effective Date Voluntary Revolving Loan Paydown.
(f) Section
8.9 of the Revolving Credit Agreement is hereby amended to delete the
last sentence thereof in its entirety and replace such sentence with the
following:
Notwithstanding the
foregoing, if, (a) as of the date of acquisition, formation, or creation
otherwise permitted hereunder of a new Subsidiary that is neither a Material
Subsidiary nor an Excluded Subsidiary, the aggregate amount of assets (other
than ownership interests in, and intercompany indebtedness of, other
Subsidiaries) owned by all Subsidiaries that are neither Material Subsidiaries
nor Excluded Subsidiaries exceeds five percent (5%) of Consolidated Tangible Net
Worth, or (b) at any time any Subsidiary shall execute a guaranty of any Senior
Unsecured Homebuilding Debt (other than the Loans or any Subordinated Debt),
then Borrower shall cause such Subsidiary (whether or not it is a Material
Subsidiary) to provide a Guaranty under this Section
8.9.
(g) Section
8.12 of the Revolving Credit Agreement is hereby deleted in its entirety
and replaced with the following:
8.12 Prepayment of
Indebtedness.
(a) If
a Default or an Event of Default has occurred and is continuing or an
acceleration of the indebtedness evidenced by each Note has occurred, Borrower
shall not voluntarily prepay, or permit any Subsidiary (other than an Excluded
Subsidiary) to voluntarily prepay, the principal amount, in whole or in part, of
any indebtedness other than (i) indebtedness owed to each Lender hereunder or
under some other agreement between Borrower and such Lender, (ii) indebtedness
which ranks pari passu with indebtedness evidenced by each Note which is or
becomes due and owing whether by reason of acceleration or otherwise and (iii)
indebtedness which is exchanged for, or converted into, capital stock (or
warrants to acquire capital stock) of Borrower that does not require dividends
or other distributions prohibited by Section
8.15.
(b) Notwithstanding
anything in Section
8.12(a) to the contrary, until such time as Borrower repays and
terminates, fully secures with first priority liens (subject to Customary
Permitted Liens) satisfactory to Administrative Agent, or a combination thereof,
all of the Maximum Fourth Amendment Loan Commitment, all Fourth Amendment Loan
Outstandings, each Unsecured Letter of Credit, and the Term A Loan, Borrower
shall not, and shall not permit any Subsidiary to, voluntarily prepay, redeem,
acquire or repurchase (in each case, for cash or in exchange for indebtedness on
terms more favorable to the holders thereof) any public note indenture
indebtedness or Subordinated Debt (except for (i) any A/C/I Facility solely with
the proceeds of indebtedness otherwise permitted hereunder, (ii) the refinancing
(including without limitation, by way of an exchange of indebtedness) of such
indebtedness with indebtedness permitted under Section
8.22 and (iii) the prepayment, redemption, acquisition or repurchase by
Borrower of Borrower’s 5-1/8% Senior Notes due 2009,
5
Borrower’s
6-1/2% Senior Notes due 2010, and Borrower’s 6-7/8% Senior Notes due 2011, provided that, in the case of
this subclause
(iii), no Default or Event of Default has occurred and is continuing
before or after giving effect to such prepayment, redemption, acquisition or
repurchase, and Borrower shall have made the Seventh Amendment Voluntary
Revolving Loan Paydowns and the Seventh Amendment Voluntary Term A Loan Paydowns
prior to the first such prepayment, redemption, acquisition or repurchase under
this subclause
(iii)).
(h) Section
8.20 of the Revolving Credit Agreement is hereby amended by deleting the
phrase “unless Borrower has deposited into a deposit account held at
Administrative Agent” and inserting in lieu thereof the phrase “unless Borrower
or a Guarantor has deposited into a deposit account held at Bank of America,
N.A.”
(i) Schedule
1.1 of the
Revolving Credit Agreement is hereby deleted in its entirety and replaced with
Schedule
1.1 attached hereto.
2. Amendments
to the Term A Credit Agreement.
(a) Section
1.1 of the Term A Credit Agreement is hereby amended to add the following
new definitions thereto in the correct alphabetical order:
“Qualified
Prepayment” means a voluntary prepayment by Borrower after the Sixth
Amendment Effective Date of each of the Fourth Amendment Loan Outstandings
(under and as defined in the Revolving Credit Agreement) (other than the Sixth
Amendment Voluntary Revolving Loan Paydowns) and the outstanding Principal Debt
of the Term Loans (other than the Sixth Amendment Voluntary Term Loan Paydowns),
allocated 58.5186276% to the Fourth Amendment Loan Outstandings and 41.4813724%
to the Principal Debt of the Term Loans; provided that such prepayment
of the Fourth Amendment Loan Outstandings results in a permanent reduction in
the Maximum Fourth Amendment Loan Commitment (under and as defined in the
Revolving Credit Agreement) and the Total Aggregate Commitment (under and as
defined in the Revolving Credit Agreement).
“Sixth
Amendment” means that certain Seventh Amendment to Revolving Credit
Agreement and Sixth Amendment to Term Loan A Credit Agreement executed to be
effective as of the Sixth Amendment Effective Date, by and among Borrower,
Administrative Agent, each Lender party thereto, and certain other parties
thereto.
“Sixth Amendment
Effective Date” means February 13, 2009, the effective date of the Sixth
Amendment.
“Sixth Amendment
Effective Date Voluntary Term Loan Paydown” means a voluntary prepayment
by Borrower on the Sixth Amendment Effective Date of the outstanding Principal
Debt of the Term Loans in an amount equal to $5,185,171.55, to be applied to the
outstanding Principal Debt of the Term A Loan of each Lender, according to each
such Lender’s Pro Rata Share.
“Sixth Amendment
Post-Effective Date Voluntary Term Loan Paydown” means a voluntary
prepayment by Borrower following the Sixth Amendment Effective Date of the
outstanding Principal Debt of the Term Loans in an amount equal to
$5,185,171.55,
6
to be
applied to the outstanding Principal Debt of the Term A Loan of each Lender,
according to each such Lender’s Pro Rata Share.
“Sixth Amendment
Voluntary Term Loan Paydowns” means the collective reference to the Sixth
Amendment Effective Date Voluntary Term Loan Paydown and the Sixth Amendment
Post-Effective Date Voluntary Term Loan Paydown.
“Sixth Amendment
Voluntary Revolving Loan Paydowns” means the collective reference to a
voluntary prepayment by Borrower on the Sixth Amendment Effective Date of the
Fourth Amendment Loan Outstandings in an aggregate principal amount equal to
$7,314,828.45, and a voluntary prepayment by Borrower following the Sixth
Amendment Effective Date of Fourth Amendment Loan Outstandings in an aggregate
principal amount equal to $7,314,828.45.
(b) Section
4.1(e) of the Term A Credit Agreement is hereby deleted in its entirety
and replaced with the following:
(e) All
or any portion of the Principal Debt at any time outstanding may, at any time
and from time to time, be paid or prepaid in whole or in part, provided that except (x) in
the case of the Sixth Amendment Voluntary Term Loan Paydowns, each Qualified
Prepayment, and the prepayments required under Section
4.1(g) (i) any such prepayment shall be in the amount of $10,000,000 or
any greater integral multiple of $1,000,000 (unless the Principal Debt is being
repaid in full), (ii) any payment or prepayment of all or any part of any
Eurodollar Borrowing on a day other than the last day of the applicable Interest
Period shall be made on a Business Day, as applicable, and shall be preceded by
at least three (3) Business Days written notice to Administrative Agent of the
date and amount of such payment or payments and (y) any prepayment of a
Eurodollar Borrowing prior to the last day of the applicable Interest Period
shall be accompanied by a prepayment fee calculated in accordance with Section
4.1(f) and any other amounts required to be paid pursuant to Section
4.7. In addition, if at any time the amount of any Eurodollar
Borrowing is reduced (by payment, prepayment or conversion of a part thereof) to
an amount less than $5,000,000, then such Eurodollar Borrowing shall
automatically convert into a Reference Rate Borrowing, and on and after such
date the right of Borrower to continue such Eurodollar Borrowing as a Eurodollar
Borrowing shall terminate.
(c) Section
4.1 of the Term A Credit Agreement is hereby amended to add the following
new clauses
(g) and (h) at the
end thereof:
(g) Borrower
shall, not later than one (1) Business Day following the consummation of a
voluntary prepayment, redemption, acquisition, or repurchase by Borrower for
cash of any public note indenture indebtedness referenced in clauses
(i), (ii), and
(iii)
below (other than the refinancing of such indebtedness with indebtedness
permitted under Section
8.22), prepay the Principal Debt of the Term Loans and the Fourth
Amendment Loan Outstandings (the total amount of each of such pre-payments to be
allocated 58.5186276% to the Fourth Amendment Loan Outstandings and 41.4813724%
to the outstanding Principal Debt under the Term Loans), in the aggregate amount
of (i) in the case of such a voluntary prepayment, redemption, acquisition or
repurchase of Borrower’s 5-1/8% Senior Notes due April, 2009, one hundred twenty
five percent (125%) of the difference between (A) the
par or face amount of Borrower’s 5-
7
1/8%
Senior Notes due 2009 so prepaid, redeemed, acquired or repurchased by Borrower
from the holders thereof and (B) the prepayment,
redemption, acquisition or purchase price paid by Borrower to the holders
thereof to so prepay, redeem, acquire or repurchase such 5-1/8% Senior Notes due
2009 (inclusive of accrued interest, premiums and any consent fees paid in
connection therewith) (provided that, in no event
shall such difference be less than $0.00), (ii) in the case of such a voluntary
prepayment, redemption, acquisition or repurchase of Borrower’s 6-1/2% Senior
Notes due 2010, fifty percent (50%) of the prepayment, redemption, acquisition
or purchase price paid by Borrower to the holders thereof to so prepay, redeem,
acquire or repurchase such 6-1/2% Senior Notes due 2010, and (iii) in the case
of such a voluntary prepayment, redemption, acquisition or repurchase of
Borrower’s 6-7/8% Senior Notes due 2011, one hundred percent (100%) of the
prepayment, redemption, acquisition or purchase price paid by Borrower to the
holders thereof to so prepay, redeem, acquire or repurchase such 6-7/8% Senior
Notes due 2011; provided that (1) the Sixth Amendment
Voluntary Term Loan Paydowns, the Sixth Amendment Voluntary Revolving Loan
Paydowns, and the amount of all Qualified Prepayments shall be credited to the
prepayments required under this Section
4.1(g) in satisfaction thereof, but only to the amount of such Sixth
Amendment Voluntary Term Loan Paydowns, Sixth Amendment Voluntary Revolving Loan
Paydowns, and Qualified Prepayments and
(2) no additional prepayments no prepayments of the Principal Debt of the Term
Loans and the Fourth Amendment Loan Outstandings shall be required under this
Section
4.1(g) until (x)
the total of all such required prepayments exceeds (y) the sum of (A) the Sixth
Amendment Voluntary Term Loan Paydowns, plus (B) the Sixth Amendment
Voluntary Revolving Loan Paydowns, plus (C) the aggregate amount
of all Qualified Prepayments, plus (D) the aggregate amount
of all prepayments made under this Section
4.1(g). Notwithstanding anything contained herein to the
contrary, once the Fourth Amendment Loan Outstandings have been reduced to $0,
then 100% of the payments required pursuant to this Section
4.1(g) shall be applied to the Principal Debt of the Term Loans and once
the Principal Debt of the Term Loans has been reduced to $0, no payments shall
be required pursuant to this Section
4.1(g).
(h) On
the Sixth Amendment Effective Date, Borrower shall make the Sixth Amendment
Effective Date Voluntary Term Loan Paydown.
(e) Section
8.9 of the Term A Credit Agreement is hereby amended to delete the last
sentence thereof in its entirety and replace such sentence with the
following:
Notwithstanding the
foregoing, if, (a) as of the date of acquisition, formation, or creation
otherwise permitted hereunder of a new Subsidiary that is neither a Material
Subsidiary nor an Excluded Subsidiary, the aggregate amount of assets (other
than ownership interests in, and intercompany indebtedness of, other
Subsidiaries) owned by all Subsidiaries that are neither Material Subsidiaries
nor Excluded Subsidiaries exceeds five percent (5%) of Consolidated Tangible Net
Worth, or (b) at any time any Subsidiary shall execute a guaranty of any Senior
Unsecured Homebuilding Debt (other than the Term Loans or any Subordinated
Debt), then Borrower shall cause such Subsidiary (whether or not it is a
Material Subsidiary) to provide a Guaranty under this Section
8.9.
(d) Section
8.12 of the Term A Credit Agreement is hereby deleted in its entirety and
replaced with the following:
8
8.12 Prepayment of
Indebtedness.
(a) If
a Default or an Event of Default has occurred and is continuing or an
acceleration of the indebtedness evidenced by each Note has occurred, Borrower
shall not voluntarily prepay, or permit any Subsidiary (other than an Excluded
Subsidiary) to voluntarily prepay, the principal amount, in whole or in part, of
any indebtedness other than (i) indebtedness owed to each Lender hereunder or
under some other agreement between Borrower and such Lender, (ii) indebtedness
which ranks pari passu with indebtedness evidenced by each Note which is or
becomes due and owing whether by reason of acceleration or otherwise and (iii)
indebtedness which is exchanged for, or converted into, capital stock (or
warrants to acquire capital stock) of Borrower that does not require dividends
or other distributions prohibited by Section
8.15.
(b) Notwithstanding
anything in Section
8.12(a) to the contrary, until such time as Borrower repays and
terminates, fully secures with first priority liens (subject to Customary
Permitted Liens) satisfactory to Administrative Agent, or a combination thereof,
all of the Maximum Fourth Amendment Loan Commitment, all Fourth Amendment Loan
Outstandings, each Unsecured Letter of Credit (each as defined in the Revolving
Credit Agreement), and the Term Loans, Borrower shall not, and shall not permit
any Subsidiary to, voluntarily prepay, redeem, acquire or repurchase (in each
case, for cash or in exchange for indebtedness on terms more favorable to the
holders thereof) any public note indenture indebtedness or Subordinated Debt
(except for (i) any A/C/I Facility solely with the proceeds of indebtedness
otherwise permitted hereunder, (ii) the refinancing (including without
limitation, by way of an exchange of indebtedness) of such indebtedness with
indebtedness permitted under Section
8.22 and (iii) the prepayment, redemption, acquisition or repurchase by
Borrower of Borrower’s 5-1/8% Senior Notes due 2009, Borrower’s 6-1/2% Senior
Notes due 2010, and Borrower’s 6-7/8% Senior Notes due 2011, provided that, in the case of
this subclause
(iii), no Default or Event of Default has occurred and is continuing
before or after giving effect to such prepayment, redemption, acquisition or
repurchase, and Borrower shall have made the Sixth Amendment Voluntary Term Loan
Paydowns and the Sixth Amendment Voluntary Revolving Loan Paydowns prior to the
first such prepayment, redemption, acquisition or repurchase under this subclause
(iii)).
(e) Section
8.20 of the Term A Credit Agreement is hereby amended by deleting the
phrase “unless Borrower has deposited into a deposit account held at
Administrative Agent” and inserting in lieu thereof the phrase “unless Borrower
or a Guarantor has deposited into a deposit account held at Bank of America,
N.A.”
(f) Schedule
1.1 of the
Term A Credit Agreement is hereby deleted in its entirety and replaced with
Schedule
1.1 attached hereto.
3. Amendment
of Revolving Credit Agreement, Term A Credit Agreement, and Other Loan
Documents.
(a) All
references in the Loan Documents to the Revolving Credit Agreement shall
henceforth include references to the Revolving Credit Agreement, as modified and
amended by this Amendment, and as may, from time to time, be further modified,
amended, renewed, extended, restated, and/or increased.
9
(b) All
references in the Loan Documents to the Term A Credit Agreement shall henceforth
include references to the Term A Credit Agreement, as modified and amended by
this Amendment, and as may, from time to time, be further modified, amended,
renewed, extended, restated, and/or increased.
(c) Any
and all of the terms and provisions of the Loan Documents under the Revolving
Credit Agreement and the Loan Documents under the Term A Credit Agreement
(collectively, the “Facility
Documents”) are hereby amended and modified wherever necessary, even
though not specifically addressed herein, so as to conform to the amendments and
modifications set forth herein.
4. Ratifications. Borrower
(a) ratifies and confirms all provisions of the Facility Documents as amended by
this Amendment, (b) ratifies and confirms that all guaranties, assurances, and
liens granted, conveyed, or assigned to Revolver Administrative Agent, Term
Administrative Agent, or any Lender under the Facility Documents are not
released, reduced, or otherwise adversely affected by this Amendment and
continue to guarantee, assure, and secure full payment and performance of the
present and future Obligations under the Revolving Credit Agreement and
Obligations under the Term A Credit Agreement, and (c) agrees to perform
such acts and duly authorize, execute, acknowledge, deliver, file, and record
such additional documents, and certificates as Revolver Administrative Agent or
Term Administrative Agent may reasonably request in order to create, perfect,
preserve, and protect such guaranties, assurances, and liens in accordance with
the terms of the Facility Documents.
5. Representations. Borrower
represents and warrants to Revolver Administrative Agent, Term Administrative
Agent, the Revolver Lenders, and the Term A Lenders that as of the date of this
Amendment and after giving effect thereto: (a) this Amendment and each
other document entered into by Borrower and each Guarantor in connection with
this Amendment (collectively, the “Amendment
Documents”), have been duly authorized, executed, and delivered by
Borrower and each Guarantor; (b) no action of, or filing with, any
Governmental Authority is required to authorize, or is otherwise required in
connection with, the execution, delivery, and performance of the Amendment
Documents by Borrower or any Guarantor; (c) the Facility Documents, as
amended by this Amendment, are valid and binding upon Borrower and each
Guarantor and are enforceable against Borrower and each Guarantor in accordance
with their respective terms, except as limited by bankruptcy, insolvency,
reorganization, moratorium, or similar laws relating to or limiting creditors’
rights generally or by general principles of equity; (d) the execution,
delivery, and performance of this Amendment by Borrower and each Guarantor do
not require the consent of any other Person and do not and will not constitute a
violation of any order of any Governmental Authority, or material agreements to
which Borrower or any Guarantor is a party thereto or by which Borrower or any
Guarantor is bound; (e) all representations and warranties in the Facility
Documents are true and correct in all material respects on and as of the date of
this Amendment, except to the extent that (i) any of them speak to a different
specific date, or (ii) the facts on which any of them were based have been
changed by transactions contemplated or permitted by the Revolving Credit
Agreement and the Term A Credit Agreement; and (f) immediately after giving
effect to this Amendment, no Default or Event of Default has occurred and is
continuing under the Revolving Credit Agreement or the Term A Credit
Agreement.
6. Conditions. This
Amendment shall not be effective unless and until:
(a) Revolver
Administrative Agent and Term Administrative Agent shall have received this
Amendment duly executed by Borrower, Guarantors, Revolver Administrative Agent,
Term Administrative Agent, the Aggregate Majority Lenders, the
Majority Lenders under the Revolving Credit Agreement and the Majority Term A
Lenders under the Term A Credit Agreement;
(b) Revolver
Administrative Agent and Term A Administrative Agent shall have received an
10
officer’s
certificate of Borrower certifying (i) as to the constituent documents of
Borrower (or, if applicable, as to the absence of any changes thereto since the
date such constituent documents of Borrower were last certified to Revolver
Administrative Agent and Term A Administrative Agent) and (ii) resolutions
adopted by the Board of Directors of Borrower authorizing the execution,
delivery, and performance of the Amendment Documents;
(c) Revolver
Administrative Agent shall have received, (i) for the benefit of each Revolver
Lender that provides their signature pages to this Amendment by noon, New York
City time on February 12, 2009 (each a “Consenting
Revolver Lender”), a fee equal to $15,000 (provided, however, that, if
such Consenting Revolver Lender is also a Consenting Term A Lender, as defined
below, such Lender shall only receive, a single payment of $15,000 and the
conditions set forth in this Section
6(c) and the following Section
6(d) shall be satisfied as to the fee payable to such Lender upon payment
of a single fee of $15,000 for the benefit of such Lender), (ii) such other fees
(without duplication of the fee referenced in clause (i)
above) and expenses in such amounts and at such times as heretofore set forth in
a letter agreement between Borrower, Revolver Administrative Agent and Banc of
America Securities LLC, and (iii) to the extent invoiced on or prior to February
13, 2009 (without duplication of amounts payable under clause
(ii) above), such other reasonable out-of-pocket fees and expenses of the
Revolver Administrative Agent as may be then due and payable by Borrower under
the Revolving Credit Agreement;
(d) Term
A Administrative Agent shall have received (i) for the benefit of each Term A
Lender that provides their signature pages to this Amendment by noon, New York
City time, February 12, 2009 (each a “Consenting Term A
Lender”), a fee equal to $15,000 (provided, however, that, if
such Consenting Term A Lender is also a Consenting Revolver Lender, such Lender
shall only receive a single payment of $15,000 and the conditions set forth in
this Section
6(d) and the foregoing Section
6(c) shall be satisfied as to the fee payable to such Lender upon payment
of a single fee of $15,000 for the benefit of such Lender), (ii) such other fees
(without duplication of the fee referenced in clause (i)
above) and expenses in such amounts and at such times as heretofore set forth in
a letter agreement between Borrower, Term A Administrative Agent and Banc of
America Securities LLC, and (iii) to the extent invoiced on or prior to February
13, 2009 (without duplication of amounts payable under clause
(ii) above), such other reasonable out-of-pocket fees and expenses of the
Term A Administrative Agent as may be then due and payable by Borrower under the
Term A Credit Agreement;
(e) Revolver
Administrative Agent shall have received from Borrower the Seventh Amendment
Effective Date Voluntary Loan Paydown, together with accrued, but unpaid,
interest thereon, such that the sum of the Fourth Amendment
Loan Outstandings plus
the Unsecured Letters of Credit shall not exceed $76,085,171.57, as set forth in
Schedule
1.1(a) attached hereto, as of the effective date of this Amendment;
and
(f) Term
A Administrative Agent shall have received from Borrower the Sixth Amendment
Effective Date Voluntary Loan Paydown, together with accrued, but unpaid,
interest thereon, such that the Principal Debt of the Term A Loans shall not
exceed $52,314,828.45 in the aggregate as of the effective date of this
Amendment.
7. Continued
Effect. Except to the extent amended hereby or by any
documents executed in connection herewith, all terms, provisions, and conditions
of the Revolving Credit Agreement, the Term A Credit Agreement, and the other
Facility Documents, and all documents executed in connection therewith, shall
continue in full force and effect and shall remain enforceable and binding in
accordance with their respective terms.
8. Miscellaneous. Unless
stated otherwise (a) the singular number includes the plural and vice versa and words of any
gender include each other gender, in each case, as appropriate, (b) headings and
captions may not be construed in interpreting provisions, (c) this Amendment
must be construed, and its performance enforced, under California law, (d) if
any part of this Amendment is for any reason found to be unenforceable, all
other portions of it nevertheless remain enforceable, and (e) this Amendment may
be executed in any number of counterparts with the same effect as if all
signatories had signed the same document, and all of those counterparts must be
construed together to constitute the same document.
11
9. Parties. This Amendment shall
be binding upon and inure to the benefit of Borrower and Guarantors and their
respective successors and assigns, and upon Revolver Administrative Agent, Term
Administrative Agent and the Lenders and their respective successors and
assigns.
10. RELEASE. BORROWER
AND EACH GUARANTOR HEREBY ACKNOWLEDGE THAT THE OBLIGATIONS UNDER THE REVOLVING
CREDIT AGREEMENT, EACH LOAN DOCUMENT EXECUTED IN CONNECTION THEREWITH, THE TERM
A CREDIT AGREEMENT, AND EACH LOAN DOCUMENT EXECUTED IN CONNECTION
THEREWITH ARE ABSOLUTE AND UNCONDITIONAL WITHOUT ANY RIGHT OF RESCISSION,
SETOFF, COUNTERCLAIM, DEFENSE, OFFSET, CROSS-COMPLAINT, CLAIM OR DEMAND OF ANY
KIND OR NATURE WHATSOEVER THAT CAN BE ASSERTED TO REDUCE OR ELIMINATE ALL OR ANY
PART OF ITS LIABILITY TO REPAY THE OBLIGATIONS UNDER THE REVOLVING CREDIT
AGREEMENT, EACH LOAN DOCUMENT EXECUTED IN CONNECTION THEREWITH, THE TERM A
CREDIT AGREEMENT, AND EACH LOAN DOCUMENT EXECUTED IN CONNECTION
THEREWITH OR TO SEEK AFFIRMATIVE RELIEF OR DAMAGES OF ANY KIND OR NATURE FROM
ANY CREDIT PARTY. BORROWER AND EACH GUARANTOR HEREBY VOLUNTARILY AND
KNOWINGLY RELEASE AND FOREVER DISCHARGE EACH AGENT-RELATED PERSON, EACH ISSUING
BANK, EACH LENDER AND ITS PREDECESSORS, AFFILIATES, DIRECTORS, OFFICERS,
EMPLOYEES, COUNSEL, AGENTS, ATTORNEYS-IN-FACT, SUCCESSORS, AND ASSIGNS
(COLLECTIVELY, THE “RELEASED
PARTIES”), FROM ALL POSSIBLE CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION,
DAMAGES, COSTS, EXPENSES, AND LIABILITIES WHATSOEVER, KNOWN OR UNKNOWN,
ANTICIPATED OR UNANTICIPATED, SUSPECTED OR UNSUSPECTED, FIXED, CONTINGENT, OR
CONDITIONAL, AT LAW OR IN EQUITY, ORIGINATING IN WHOLE OR IN PART ON OR BEFORE
THE DATE THIS AMENDMENT IS EXECUTED, WHICH BORROWER OR ANY GUARANTOR
MAY NOW OR HEREAFTER HAVE AGAINST THE RELEASED PARTIES, IF ANY, AND IRRESPECTIVE
OF WHETHER ANY SUCH CLAIMS ARISE OUT OF CONTRACT, TORT, VIOLATION OF LAW OR
REGULATIONS, OR OTHERWISE, AND ARISING OUT OF OR IN CONNECTION WITH OR BY REASON
OF THE REVOLVING CREDIT AGREEMENT, ANY LOAN DOCUMENT EXECUTED IN CONNECTION
THEREWITH, THE TERM A CREDIT AGREEMENT, OR ANY LOAN DOCUMENT EXECUTED IN
CONNECTION THEREWITH, INCLUDING, WITHOUT LIMITATION, ANY CONTRACTING FOR,
CHARGING, TAKING, RESERVING, COLLECTING OR RECEIVING INTEREST IN EXCESS OF THE
HIGHEST LAWFUL RATE APPLICABLE, THE EXERCISE OF ANY RIGHTS AND REMEDIES UNDER
THE REVOLVING CREDIT AGREEMENT, ANY LOAN DOCUMENT EXECUTED IN CONNECTION
THEREWITH, THE TERM A CREDIT AGREEMENT, OR ANY LOAN DOCUMENT EXECUTED
IN CONNECTION THEREWITH, AND NEGOTIATION FOR AND EXECUTION OF THIS
AMENDMENT.
11. Waiver of Section 1542 of the Civil
Code of California. Borrower and each Guarantor hereby
expressly waive the provisions of Section 1542 of the Civil Code of California,
which provides as follows:
12
“A
general release does not extend to claims which the creditor does not know or
suspect to exist in his or her favor at the time of executing the release, which
if known by him or her must have materially affected his or her settlement with
the debtor.”
12. Entireties. The
Revolving Credit Agreement, The Term A Credit Agreement, and the other Loan
Documents, as amended by this Amendment, represent the final agreement between
the parties about the subject matter of the Revolving Credit Agreement and The
Term A Credit Agreement, and may not be contradicted by evidence of prior,
contemporaneous, or subsequent oral agreements of the parties. There
are no unwritten oral agreements among the parties.
[Remainder
of Page Intentionally Left Blank; Signature Pages Follow]
13
SIGNATURE
PAGE TO SEVENTH AMENDMENT TO REVOLVING CREDIT AGREEMENT AND SIXTH AMENDMENT TO
TERM LOAN A CREDIT AGREEMENT
EXECUTED
BY
STANDARD
PACIFIC CORP., AS BORROWER,
BANK
OF AMERICA, N.A., AS REVOLVER ADMINISTRATIVE AGENT,
BANK
OF AMERICA, N.A., AS TERM ADMINISTRATIVE AGENT,
THE
REVOLVER LENDERS PARTY HERETO, AND THE TERM A LENDERS PARTY HERETO
EXECUTED
as of the day and year first mentioned.
STANDARD PACIFIC CORP., a
Delaware corporation
|
By:
|
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
|
|
▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
Executive
Vice President-Finance and Chief Financial
Officer
|
|
By:
|
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
|
|
▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇
Senior
Vice President and Treasurer
|
Signature
Page to Seventh Amendment to Revolving Credit Agreement and Sixth Amendment to
Term Loan A Credit Agreement
SIGNATURE
PAGE TO SEVENTH AMENDMENT TO REVOLVING CREDIT AGREEMENT AND SIXTH AMENDMENT TO
TERM LOAN A CREDIT AGREEMENT
EXECUTED
BY
STANDARD
PACIFIC CORP., AS BORROWER,
BANK
OF AMERICA, N.A., AS REVOLVER ADMINISTRATIVE AGENT,
BANK
OF AMERICA, N.A., AS TERM ADMINISTRATIVE AGENT,
THE
REVOLVER LENDERS PARTY HERETO, AND THE TERM A LENDERS PARTY HERETO
BANK
OF AMERICA, N.A.,
as
Revolver Administrative Agent
|
By:
|
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
|
|
Name:
▇▇▇▇ ▇▇▇▇▇▇▇
Title: Senior
Vice President
|
BANK
OF AMERICA, N.A.,
as
Term Administrative Agent
|
By:
|
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
|
|
Name:
▇▇▇▇ ▇▇▇▇▇▇▇
Title: Senior
Vice President
|
BANK
OF AMERICA, N.A.,
as
a Revolving Lender and a Term A Lender
|
By:
|
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
|
|
Name:
▇▇▇▇ ▇▇▇▇▇▇▇
Title: Senior
Vice President
|
Signature
Page to Seventh Amendment to Revolving Credit Agreement and Sixth Amendment to
Term Loan A Credit Agreement
SIGNATURE
PAGE TO SEVENTH AMENDMENT TO REVOLVING CREDIT AGREEMENT AND SIXTH AMENDMENT TO
TERM LOAN A CREDIT AGREEMENT
EXECUTED
BY
STANDARD
PACIFIC CORP., AS BORROWER,
BANK
OF AMERICA, N.A., AS REVOLVER ADMINISTRATIVE AGENT,
BANK
OF AMERICA, N.A., AS TERM ADMINISTRATIVE AGENT,
THE
REVOLVER LENDERS PARTY HERETO, AND THE TERM A LENDERS PARTY HERETO
JPMORGAN
CHASE BANK, N.A.,
as
a Revolving Lender
|
By:
|
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
|
|
Name:
▇▇▇▇ ▇▇▇▇▇▇▇
Title: Senior
Vice President
|
JPMORGAN
CHASE BANK, N.A.,
as
a Revolving Lender and a Term A Lender
|
By:
|
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
|
|
Name:
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Associate
|
Signature
Page to Seventh Amendment to Revolving Credit Agreement and Sixth Amendment to
Term Loan A Credit Agreement
SIGNATURE
PAGE TO SEVENTH AMENDMENT TO REVOLVING CREDIT AGREEMENT AND SIXTH AMENDMENT TO
TERM LOAN A CREDIT AGREEMENT
EXECUTED
BY
STANDARD
PACIFIC CORP., AS BORROWER,
BANK
OF AMERICA, N.A., AS REVOLVER ADMINISTRATIVE AGENT,
BANK
OF AMERICA, N.A., AS TERM ADMINISTRATIVE AGENT,
THE
REVOLVER LENDERS PARTY HERETO, AND THE TERM A LENDERS PARTY HERETO
GUARANTY
BANK,
as
a Revolving Lender
|
By:
|
/s/ ▇▇▇ ▇▇▇▇▇▇
|
|
Name:
▇▇▇ ▇▇▇▇▇▇
Title: Senior
Vice President
|
Signature
Page to Seventh Amendment to Revolving Credit Agreement and Sixth Amendment to
Term Loan A Credit Agreement
SIGNATURE
PAGE TO SEVENTH AMENDMENT TO REVOLVING CREDIT AGREEMENT AND SIXTH AMENDMENT TO
TERM LOAN A CREDIT AGREEMENT
EXECUTED
BY
STANDARD
PACIFIC CORP., AS BORROWER,
BANK
OF AMERICA, N.A., AS REVOLVER ADMINISTRATIVE AGENT,
BANK
OF AMERICA, N.A., AS TERM ADMINISTRATIVE AGENT,
THE
REVOLVER LENDERS PARTY HERETO, AND THE TERM A LENDERS PARTY HERETO
THE
ROYAL BANK OF SCOTLAND PLC,
as
a Revolving Lender and a Term A Lender
|
By:
|
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
|
|
Name:
▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice
President
|
Signature
Page to Seventh Amendment to Revolving Credit Agreement and Sixth Amendment to
Term Loan A Credit Agreement
SIGNATURE
PAGE TO SEVENTH AMENDMENT TO REVOLVING CREDIT AGREEMENT AND SIXTH AMENDMENT TO
TERM LOAN A CREDIT AGREEMENT
EXECUTED
BY
STANDARD
PACIFIC CORP., AS BORROWER,
BANK
OF AMERICA, N.A., AS REVOLVER ADMINISTRATIVE AGENT,
BANK
OF AMERICA, N.A., AS TERM ADMINISTRATIVE AGENT,
THE
REVOLVER LENDERS PARTY HERETO, AND THE TERM A LENDERS PARTY HERETO
WACHOVIA
BANK, NATIONAL ASSOCIATION,
as
a Revolving Lender and a Term A Lender
|
By:
|
/s/ R. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
|
|
Name:
R. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title: Director
|
Signature
Page to Seventh Amendment to Revolving Credit Agreement and Sixth Amendment to
Term Loan A Credit Agreement
SIGNATURE
PAGE TO SEVENTH AMENDMENT TO REVOLVING CREDIT AGREEMENT AND SIXTH AMENDMENT TO
TERM LOAN A CREDIT AGREEMENT
EXECUTED
BY
STANDARD
PACIFIC CORP., AS BORROWER,
BANK
OF AMERICA, N.A., AS REVOLVER ADMINISTRATIVE AGENT,
BANK
OF AMERICA, N.A., AS TERM ADMINISTRATIVE AGENT,
THE
REVOLVER LENDERS PARTY HERETO, AND THE TERM A LENDERS PARTY HERETO
SUNTRUST
BANK,
as
a Revolving Lender
|
By:
|
/s/ ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇▇▇
|
|
Name:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
Title:
Senior Vice President
|
Signature
Page to Seventh Amendment to Revolving Credit Agreement and Sixth Amendment to
Term Loan A Credit Agreement
SIGNATURE
PAGE TO SEVENTH AMENDMENT TO REVOLVING CREDIT AGREEMENT AND SIXTH AMENDMENT TO
TERM LOAN A CREDIT AGREEMENT
EXECUTED
BY
STANDARD
PACIFIC CORP., AS BORROWER,
BANK
OF AMERICA, N.A., AS REVOLVER ADMINISTRATIVE AGENT,
BANK
OF AMERICA, N.A., AS TERM ADMINISTRATIVE AGENT,
THE
REVOLVER LENDERS PARTY HERETO, AND THE TERM A LENDERS PARTY HERETO
CREDIT
SUISSE, CAYMAN ISLANDS BRANCH,
as
a Revolving Lender
|
By:
|
/s/ ▇▇▇▇▇▇▇ Fayfusovich
|
|
Name: ▇▇▇▇▇▇▇
Fayfusovich
Title: Vice
President
|
|
By:
|
/s/ ▇▇▇▇▇
▇▇▇▇▇
|
|
Name: ▇▇▇▇▇
▇▇▇▇▇
Title: Vice
President
|
Signature
Page to Seventh Amendment to Revolving Credit Agreement and Sixth Amendment to
Term Loan A Credit Agreement
SIGNATURE
PAGE TO SEVENTH AMENDMENT TO REVOLVING CREDIT AGREEMENT AND SIXTH AMENDMENT TO
TERM LOAN A CREDIT AGREEMENT
EXECUTED
BY
STANDARD
PACIFIC CORP., AS BORROWER,
BANK
OF AMERICA, N.A., AS REVOLVER ADMINISTRATIVE AGENT,
BANK
OF AMERICA, N.A., AS TERM ADMINISTRATIVE AGENT,
THE
REVOLVER LENDERS PARTY HERETO, AND THE TERM A LENDERS PARTY HERETO
U.S.
BANK NATIONAL ASSOCIATION,
as
a Revolving Lender
|
By:
|
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
|
|
Name: ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇
Title: Vice
President
|
Signature
Page to Seventh Amendment to Revolving Credit Agreement and Sixth Amendment to
Term Loan A Credit Agreement
SIGNATURE
PAGE TO SEVENTH AMENDMENT TO REVOLVING CREDIT AGREEMENT AND SIXTH AMENDMENT TO
TERM LOAN A CREDIT AGREEMENT
EXECUTED
BY
STANDARD
PACIFIC CORP., AS BORROWER,
BANK
OF AMERICA, N.A., AS REVOLVER ADMINISTRATIVE AGENT,
BANK
OF AMERICA, N.A., AS TERM ADMINISTRATIVE AGENT,
THE
REVOLVER LENDERS PARTY HERETO, AND THE TERM A LENDERS PARTY HERETO
PNC
BANK, NATIONAL ASSOCIATION,
as
a Revolving Lender
|
By:
|
/s/ ▇▇▇▇ ▇▇▇▇▇▇
|
|
Name: ▇▇▇▇
▇▇▇▇▇▇
Title: Vice
President
|
Signature
Page to Seventh Amendment to Revolving Credit Agreement and Sixth Amendment to
Term Loan A Credit Agreement
SIGNATURE
PAGE TO SEVENTH AMENDMENT TO REVOLVING CREDIT AGREEMENT AND SIXTH AMENDMENT TO
TERM LOAN A CREDIT AGREEMENT
EXECUTED
BY
STANDARD
PACIFIC CORP., AS BORROWER,
BANK
OF AMERICA, N.A., AS REVOLVER ADMINISTRATIVE AGENT,
BANK
OF AMERICA, N.A., AS TERM ADMINISTRATIVE AGENT,
THE
REVOLVER LENDERS PARTY HERETO, AND THE TERM A LENDERS PARTY HERETO
COMERICA
BANK,
as
a Revolving Lender
|
By:
|
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
|
|
Name: ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
Title: Vice
President
|
Signature
Page to Seventh Amendment to Revolving Credit Agreement and Sixth Amendment to
Term Loan A Credit Agreement
SIGNATURE
PAGE TO SEVENTH AMENDMENT TO REVOLVING CREDIT AGREEMENT AND SIXTH AMENDMENT TO
TERM LOAN A CREDIT AGREEMENT
EXECUTED
BY
STANDARD
PACIFIC CORP., AS BORROWER,
BANK
OF AMERICA, N.A., AS REVOLVER ADMINISTRATIVE AGENT,
BANK
OF AMERICA, N.A., AS TERM ADMINISTRATIVE AGENT,
THE
REVOLVER LENDERS PARTY HERETO, AND THE TERM A LENDERS PARTY HERETO
REGIONS BANK, formerly known
as AmSouth Bank
as
a Revolving Lender and a Term A Lender
|
By:
|
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
|
|
Name: ▇▇▇▇▇
▇▇▇▇▇▇▇▇
Title: Senior
Vice President
|
Signature
Page to Seventh Amendment to Revolving Credit Agreement and Sixth Amendment to
Term Loan A Credit Agreement
SIGNATURE
PAGE TO SEVENTH AMENDMENT TO REVOLVING CREDIT AGREEMENT AND SIXTH AMENDMENT TO
TERM LOAN A CREDIT AGREEMENT
EXECUTED
BY
STANDARD
PACIFIC CORP., AS BORROWER,
BANK
OF AMERICA, N.A., AS REVOLVER ADMINISTRATIVE AGENT,
BANK
OF AMERICA, N.A., AS TERM ADMINISTRATIVE AGENT,
THE
REVOLVER LENDERS PARTY HERETO, AND THE TERM A LENDERS PARTY HERETO
BANK
OF THE WEST,
as
a Revolving Lender and a Term A Lender
|
By:
|
/s/ ▇▇▇▇▇▇
▇▇▇▇▇▇
|
|
Name: ▇▇▇▇▇▇
▇▇▇▇▇▇
Title: Senior
Vice President
|
Signature
Page to Seventh Amendment to Revolving Credit Agreement and Sixth Amendment to
Term Loan A Credit Agreement
SIGNATURE
PAGE TO SEVENTH AMENDMENT TO REVOLVING CREDIT AGREEMENT AND SIXTH AMENDMENT TO
TERM LOAN A CREDIT AGREEMENT
EXECUTED
BY
STANDARD
PACIFIC CORP., AS BORROWER,
BANK
OF AMERICA, N.A., AS REVOLVER ADMINISTRATIVE AGENT,
BANK
OF AMERICA, N.A., AS TERM ADMINISTRATIVE AGENT,
THE
REVOLVER LENDERS PARTY HERETO, AND THE TERM A LENDERS PARTY HERETO
CALYON
NEW YORK BRANCH,
as
a Revolving Lender and a Term A Lender
|
By:
|
/s/ ▇▇▇▇▇▇
▇▇▇▇▇
|
|
Name: ▇▇▇▇▇▇
▇▇▇▇▇
Title: Managing
Director
|
|
By:
|
/s/ ▇▇▇▇▇ ▇▇▇▇▇
|
|
Name: ▇▇▇▇▇
▇▇▇▇▇
Title: Managing
Director
|
Signature
Page to Seventh Amendment to Revolving Credit Agreement and Sixth Amendment to
Term Loan A Credit Agreement
SIGNATURE
PAGE TO SEVENTH AMENDMENT TO REVOLVING CREDIT AGREEMENT AND SIXTH AMENDMENT TO
TERM LOAN A CREDIT AGREEMENT
EXECUTED
BY
STANDARD
PACIFIC CORP., AS BORROWER,
BANK
OF AMERICA, N.A., AS REVOLVER ADMINISTRATIVE AGENT,
BANK
OF AMERICA, N.A., AS TERM ADMINISTRATIVE AGENT,
THE
REVOLVER LENDERS PARTY HERETO, AND THE TERM A LENDERS PARTY HERETO
CITY
NATIONAL BANK,
as
a Revolving Lender
|
By:
|
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
|
|
Name: ▇▇▇▇▇▇
▇▇▇▇▇▇▇
Title: Vice
President
|
Signature
Page to Seventh Amendment to Revolving Credit Agreement and Sixth Amendment to
Term Loan A Credit Agreement
SIGNATURE
PAGE TO SEVENTH AMENDMENT TO REVOLVING CREDIT AGREEMENT AND SIXTH AMENDMENT TO
TERM LOAN A CREDIT AGREEMENT
EXECUTED
BY
STANDARD
PACIFIC CORP., AS BORROWER,
BANK
OF AMERICA, N.A., AS REVOLVER ADMINISTRATIVE AGENT,
BANK
OF AMERICA, N.A., AS TERM ADMINISTRATIVE AGENT,
THE
REVOLVER LENDERS PARTY HERETO, AND THE TERM A LENDERS PARTY HERETO
UNION
BANK OF CALIFORNIA, N.A.,
as
a Revolving Lender and a Term A Lender
|
By:
|
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
|
|
Name: ▇▇▇▇▇▇
▇. ▇▇▇▇
Title: Vice
President
|
Signature
Page to Seventh Amendment to Revolving Credit Agreement and Sixth Amendment to
Term Loan A Credit Agreement
SIGNATURE
PAGE TO SEVENTH AMENDMENT TO REVOLVING CREDIT AGREEMENT AND SIXTH AMENDMENT TO
TERM LOAN A CREDIT AGREEMENT
EXECUTED
BY
STANDARD
PACIFIC CORP., AS BORROWER,
BANK
OF AMERICA, N.A., AS REVOLVER ADMINISTRATIVE AGENT,
BANK
OF AMERICA, N.A., AS TERM ADMINISTRATIVE AGENT,
THE
REVOLVER LENDERS PARTY HERETO, AND THE TERM A LENDERS PARTY HERETO
▇▇▇▇▇
FARGO BANK, NATIONAL ASSOCIATION,
as
a Revolving Lender and a Term A Lender
|
By:
|
/s/ ▇▇▇▇
▇▇▇▇▇▇
|
|
Name: ▇▇▇▇
▇▇▇▇▇▇
Title: Senior
Vice President
Real
Estate Managed Assets Group
|
Signature
Page to Seventh Amendment to Revolving Credit Agreement and Sixth Amendment to
Term Loan A Credit Agreement
SIGNATURE
PAGE TO SEVENTH AMENDMENT TO REVOLVING CREDIT AGREEMENT AND SIXTH AMENDMENT TO
TERM LOAN A CREDIT AGREEMENT
EXECUTED
BY
STANDARD
PACIFIC CORP., AS BORROWER,
BANK
OF AMERICA, N.A., AS REVOLVER ADMINISTRATIVE AGENT,
BANK
OF AMERICA, N.A., AS TERM ADMINISTRATIVE AGENT,
THE
REVOLVER LENDERS PARTY HERETO, AND THE TERM A LENDERS PARTY HERETO
CALIFORNIA
BANK & TRUST,
as
a Revolving Lender
|
By:
|
/s/ ▇▇▇▇▇▇
▇▇▇▇▇
|
|
Name: ▇▇▇▇▇▇
▇▇▇▇▇
Title: Senior
Vice President
|
Signature
Page to Seventh Amendment to Revolving Credit Agreement and Sixth Amendment to
Term Loan A Credit Agreement
SIGNATURE
PAGE TO SEVENTH AMENDMENT TO REVOLVING CREDIT AGREEMENT AND SIXTH AMENDMENT TO
TERM LOAN A CREDIT AGREEMENT
EXECUTED
BY
STANDARD
PACIFIC CORP., AS BORROWER,
BANK
OF AMERICA, N.A., AS REVOLVER ADMINISTRATIVE AGENT,
BANK
OF AMERICA, N.A., AS TERM ADMINISTRATIVE AGENT,
THE
REVOLVER LENDERS PARTY HERETO, AND THE TERM A LENDERS PARTY HERETO
CITIBANK, N.A., successor
by merger to Citibank Texas, N.A.,
as a Revolving Lender and a Term A
Lender
|
By:
|
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
|
|
Name: ▇▇▇▇
▇▇▇▇▇▇▇
Title: Vice
President
|
Signature
Page to Seventh Amendment to Revolving Credit Agreement and Sixth Amendment to
Term Loan A Credit Agreement
SIGNATURE
PAGE TO SEVENTH AMENDMENT TO REVOLVING CREDIT AGREEMENT AND SIXTH AMENDMENT TO
TERM LOAN A CREDIT AGREEMENT
EXECUTED
BY
STANDARD
PACIFIC CORP., AS BORROWER,
BANK
OF AMERICA, N.A., AS REVOLVER ADMINISTRATIVE AGENT,
BANK
OF AMERICA, N.A., AS TERM ADMINISTRATIVE AGENT,
THE
REVOLVER LENDERS PARTY HERETO, AND THE TERM A LENDERS PARTY HERETO
MIDFIRST BANK, a federally
chartered savings association,
as
a Revolving Lender
|
By:
|
/s/ ▇▇▇▇▇▇
▇▇▇▇▇▇
|
|
Name: ▇▇▇▇▇▇
▇▇▇▇▇▇
Title: Vice
President
|
Signature
Page to Seventh Amendment to Revolving Credit Agreement and Sixth Amendment to
Term Loan A Credit Agreement
SIGNATURE
PAGE TO SEVENTH AMENDMENT TO REVOLVING CREDIT AGREEMENT AND SIXTH AMENDMENT TO
TERM LOAN A CREDIT AGREEMENT
EXECUTED
BY
STANDARD
PACIFIC CORP., AS BORROWER,
BANK
OF AMERICA, N.A., AS REVOLVER ADMINISTRATIVE AGENT,
BANK
OF AMERICA, N.A., AS TERM ADMINISTRATIVE AGENT,
THE
REVOLVER LENDERS PARTY HERETO, AND THE TERM A LENDERS PARTY HERETO
NATIXIS (fka
Natexis Banques Populaires),
as
a Revolving Lender and a Term A Lender
|
By:
|
/s/ ▇▇▇▇▇–▇▇▇▇▇ ▇▇▇▇▇▇
|
|
Name: ▇▇▇▇▇–▇▇▇▇▇
▇▇▇▇▇▇
Title:
Managing Director
|
|
By:
|
/s/ Zineb Bouazzaoui
|
|
Name: Zineb
Bouazzaoui
Title: Associate
Director
|
Signature
Page to Seventh Amendment to Revolving Credit Agreement and Sixth Amendment to
Term Loan A Credit Agreement
SIGNATURE
PAGE TO SEVENTH AMENDMENT TO REVOLVING CREDIT AGREEMENT AND SIXTH AMENDMENT TO
TERM LOAN A CREDIT AGREEMENT
EXECUTED
BY
STANDARD
PACIFIC CORP., AS BORROWER,
BANK
OF AMERICA, N.A., AS REVOLVER ADMINISTRATIVE AGENT,
BANK
OF AMERICA, N.A., AS TERM ADMINISTRATIVE AGENT,
THE
REVOLVER LENDERS PARTY HERETO, AND THE TERM A LENDERS PARTY HERETO
BANK
OF OKLAHOMA,
as
a Term A Lender
|
By:
|
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
|
|
Name: ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇
Title: Senior
Vice President
|
Signature
Page to Seventh Amendment to Revolving Credit Agreement and Sixth Amendment to
Term Loan A Credit Agreement
To induce
the Revolver Administrative Agent, the Term Administrative Agent, the Revolver
Lenders, and the Term A Lenders to enter into this Amendment, the undersigned
jointly and severally (a) consent and agree to the Amendment’s execution
and delivery, (b) ratify and confirm that all guaranties, assurances, and liens
granted, conveyed, or assigned to Administrative Agent and Lenders under the
Facility Documents are not released, diminished, impaired, reduced, or otherwise
adversely affected by the Amendment and continue to guarantee, assure, and
secure the full payment and performance of all present and future Obligations
(except to the extent specifically limited by the terms of such guaranties,
assurances, or liens), (c) agree to perform such acts and duly authorize,
execute, acknowledge, deliver, file, and record such additional guaranties,
assignments, security agreements, deeds of trust, mortgages, and other
agreements, documents, instruments, and certificates as Administrative Agent may
reasonably deem necessary or appropriate in order to create, perfect, preserve,
and protect those guaranties, assurances, and liens, (d) waive notice of
acceptance of this consent and agreement, which consent and agreement binds the
undersigned and their successors and permitted assigns and inures to the
Administrative Agent and Lenders and their respective successors and permitted
assigns, and (e) expressly acknowledge and agree to the terms and conditions of
Sections
11 and 12 of this
Amendment.
GUARANTORS:
Barrington
Estates, LLC, a Delaware limited liability company
CH
Construction, Inc., a Delaware corporation
CH
Florida, Inc., a Delaware corporation
Hilltop
Residential, Ltd., a Florida limited partnership
HSP
Arizona, Inc., a Delaware corporation
HSP
Tucson, Inc., a Delaware corporation
HWB
Construction, Inc., a Delaware corporation
HWB
Investments, Inc., a Delaware corporation
Lagoon Valley
Residential, LLC, a California limited liability company
LB/L-▇▇▇
▇▇ ▇▇▇▇▇▇▇▇▇▇, LLC, a Delaware limited liability company
OLP Forty
Development, LLC, a Florida limited liability company
Pala
Village Investments, Inc., a Delaware corporation
Residential
Acquisition GP, LLC, a Florida limited liability company
SP Colony
Investments, Inc., a Delaware corporation
▇▇
▇▇▇▇▇▇▇▇▇▇▇▇ Investments, Inc., a Delaware corporation
SP La
Floresta, Inc., a Delaware corporation
SPNS
Golden Gate, LLC, a Delaware limited liability company
▇▇
▇▇▇▇▇▇▇ Investments, Inc., a Delaware corporation
Standard
Pacific 1, Inc., a Delaware corporation
Standard
Pacific 1, LLC, a Delaware limited liability company
Standard
Pacific 2, Inc., a Delaware corporation
Standard
Pacific 2, LLC, a Delaware limited liability company
Standard
Pacific 3, Inc., a Delaware corporation
Standard
Pacific 3, LLC, a Delaware limited liability company
Standard
Pacific 4, Inc., a Delaware corporation
Standard
Pacific 4, LLC, a Delaware limited liability company
Standard
Pacific 5, Inc., a Delaware corporation
Standard
Pacific 5, LLC, a Delaware limited liability company
Standard
Pacific 6, Inc., a Delaware corporation
Standard
Pacific 6, LLC, a Delaware limited liability company
Standard
Pacific 7, Inc., a Delaware corporation
Standard
Pacific 7, LLC, a Delaware limited liability company
Standard
Pacific 8, Inc., a Delaware corporation
Standard
Pacific of Tampa, LLC
Standard
Pacific 8, LLC, a Delaware limited liability company
Standard
Pacific 9, LLC, a Delaware limited liability company
Standard
Pacific of Arizona, Inc., a Delaware corporation
Standard
Pacific of Central Florida, a Florida general partnership
Standard
Pacific of Central Florida GP, Inc., a Delaware corporation
Standard
Pacific of Colorado, Inc., a Delaware corporation
Standard
Pacific of Fullerton, Inc., a Delaware corporation
Standard
Pacific of Illinois, Inc., a Delaware corporation
Standard
Pacific of Jacksonville, a Florida general partnership
Standard
Pacific of Jacksonville GP, Inc., a Delaware corporation
Standard
Pacific of Las Vegas, Inc., a Delaware corporation
Standard
Pacific of Orange County, Inc., a Delaware corporation
Standard
Pacific of South Florida, a Florida general partnership
Standard
Pacific of South Florida GP, Inc., a Delaware corporation
Standard
Pacific of Southwest Florida, a Florida general partnership
Standard
Pacific of Southwest Florida GP, Inc., a Delaware corporation
Standard
Pacific of Tampa GP, Inc., a Delaware corporation
Standard
Pacific of Tampa, a Florida general partnership
Standard
Pacific of Texas, Inc., a Delaware corporation
Standard
Pacific of Tonner Hills, LLC, a Delaware limited liability company
Standard
Pacific of the Carolinas, LLC, a Delaware limited liability company
Standard
Pacific of Tucson, Inc., a Delaware corporation
Standard
Pacific of Walnut Hills, Inc., a Delaware corporation
Westfield
Homes USA, Inc., a Delaware corporation
LB/L Duc
III Antioch 330 LLC, a Delaware limited liability company
Redwood
Lofts, LLC, a California limited liability company
East Concert Park,
LLC, a California limited liability company
Standard
Pacific Investment Corp., a Delaware corporation
Parcel
NLV 3.4, LLC, a Nevada limited liability company
Parcel
NLV 4.1, LLC, a Nevada limited liability company
Parcel
NLV 5.1, LLC, a Nevada limited liability company
Camarillo Village Park,
LLC, a Delaware limited liability company
Signature
Page to Seventh Amendment to Revolving Credit Agreement and Sixth Amendment to
Term Loan A Credit Agreement
|
By:
|
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
|
|
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, in his
capacity as Principal Financial and Accounting Officer of each of the
above Guarantors which is a corporation, and in his capacity as Principal
Financial and Accounting Officer of each general partner or managing
member, as applicable, of each of the above Guarantors which is a
partnership or limited liability
company
|
|
By:
|
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
|
|
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, in
his capacity as Assistant Treasurer of each of the above Guarantors which
is a corporation, and in his capacity as Assistant Treasurer of each
general partner or managing member, as applicable, of each of the above
Guarantors which is a partnership or limited liability
company
|
Signature
Page to Seventh Amendment to Revolving Credit Agreement and Sixth Amendment to
Term Loan A Credit Agreement
STANDARD PACIFIC OF COLORADO,
INC., a Delaware corporation
|
By:
|
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
|
|
▇▇▇▇▇▇▇▇
▇ ▇▇▇▇
Vice
President
|
Signature
Page to Seventh Amendment to Revolving Credit Agreement and Sixth Amendment to
Term Loan A Credit Agreement
SCHEDULE
1.1
REVOLVER LENDER COMMITMENT
SCHEDULE
|
Lender
|
Commitment
Prior to Seventh
Amendment
Effective Date
|
Commitment
on and After Seventh
Amendment
Effective Date
|
Share
|
|
Bank
of America, N.A.
|
$
50,427,952.81
|
$
49,484,305.05
|
12.900474%
|
|
JPMorgan
Chase Bank
|
$
36,978,028.44
|
$
36,286,066.47
|
9.459716%
|
|
The
Royal Bank of Scotland
|
$
35,532,995.26
|
$
34,868,073.89
|
9.090047%
|
|
Wachovia
Bank National Association
|
$
34,347,327.02
|
$
33,704,592.80
|
8.786730%
|
|
SunTrust
Bank
|
$
18,526,066.34
|
$
18,179,392.01
|
4.739336%
|
|
Guaranty
Bank
|
$
20,378,672.98
|
$
19,997,331.21
|
5.213270%
|
|
PNC
Bank, National Association
|
$
18,526,066.34
|
$
18,179,392.01
|
4.739336%
|
|
Credit
Suisse, Cayman Islands Branch
|
$
16,673,459.71
|
$
16,361,452.81
|
4.265403%
|
|
Washington
Mutual Bank
|
$
20,378,672.98
|
$
19,997,331.21
|
5.213270%
|
|
Calyon
New York Branch
|
$
10,930,379.15
|
$
10,725,841.29
|
2.796209%
|
|
Comerica
Bank
|
$
12,968,246.46
|
$
12,725,574.43
|
3.317536%
|
|
US
Bank National Association
|
$
12,968,246.46
|
$
12,725,574.43
|
3.317536%
|
|
Citibank,
N.A.
|
$
8,262,625.59
|
$ 8,108,008.84
|
2.113744%
|
|
Natixis
|
$
8,262,625.59
|
$ 8,108,008.84
|
2.113744%
|
|
Key
Bank National Association
|
$
12,968,246.46
|
$
12,725,574.43
|
3.317536%
|
|
Regions
Bank
|
$
11,634,369.67
|
$11,416,658.19
|
2.976303%
|
|
Bank
of the West
|
$
11,115,639.81
|
$
10,907,635.21
|
2.843602%
|
|
City
National Bank
|
$
9,263,033.18
|
$ 9,089,696.01
|
2.369668%
|
|
Union
Bank of California, N.A.
|
$
11,115,639.81
|
$
10,907,635.21
|
2.843602%
|
|
▇▇▇▇▇
Fargo Bank National Association
|
$
11,115,639.81
|
$
10,907,635.21
|
2.843602%
|
|
California
Bank and Trust
|
$
7,410,426.54
|
$ 7,271,756.81
|
1.895735%
|
|
Compass
Bank
|
$
5,557,819.90
|
$ 5,453,817.60
|
1.421801%
|
|
MidFirst
Bank
|
$
5,557,819.90
|
$ 5,453,817.60
|
1.421801%
|
|
AMOUNT
|
$390,900,000
|
$383,585,171.54
|
100%
|
14
SCHEDULE
1.1(a)
FOURTH
AMENDMENT LOAN OUTSTANDINGS, MAXIMUM FOURTH AMENDMENT
LOAN COMMITMENT, AND UNSECURED LETTERS OF CREDIT
|
LENDER
|
Sum
of Fourth Amendment
Loan
Outstandings Plus Unsecured Letters of Credit
@
Seventh Amendment Effective Date
|
Sum
of Maximum Fourth Amendment Loan Commitment Plus Unsecured Letters of
Credit
@
Seventh Amendment Effective Date
|
Percentage
|
|
Bank
of the West
|
$2,098,623.91
|
$2,163,559.38
|
2.843602%
|
|
Bank
of America, N.A.
|
$9,520,757.14
|
$9,815,347.72
|
12.900474%
|
|
California
Bank and Trust
|
$1,399,082.61
|
$1,442,372.93
|
1.895735%
|
|
Calyon
New York Branch
|
$2,063,646.85
|
$2,127,500.06
|
2.796209%
|
|
Citibank,
N.A.
|
$1,559,977.10
|
$1,608,245.81
|
2.113744%
|
|
City
National Bank
|
$1,748,853.26
|
$1,802,966.15
|
2.369668%
|
|
Comerica
Bank
|
$2,448,394.56
|
$2,524,152.62
|
3.317536%
|
|
Compass
Bank
|
$1,049,311.95
|
$1,081,779.69
|
1.421801%
|
|
Credit
Suisse, Cayman Islands Branch
|
$3,147,935.86
|
$3,245,339.07
|
4.265403%
|
|
Guaranty
Bank
|
$3,847,477.15
|
$3,966,525.52
|
5.213270%
|
|
JPMorgan
Chase Bank
|
$6,981,422.20
|
$7,197,440.88
|
9.459716%
|
|
Key
Bank National Association
|
$2,448,394.56
|
$2,524,152.62
|
3.317536%
|
|
MidFirst
Bank
|
$1.049,311.95
|
$1,081,779.69
|
1.421801%
|
|
Natixis
|
$1,559,977.10
|
$1,608,245.81
|
2.113744%
|
|
PNC
Bank, National Association
|
$3,497,706.51
|
$3,605,932.30
|
4.739336%
|
|
Regions
Bank
|
$2,196,559.69
|
$2,264,525.49
|
2.976303%
|
|
The
Royal Bank of Scotland
|
$6,708,601.09
|
$6,916,178.16
|
9.090047%
|
|
SunTrust
Bank
|
$3,497,706.51
|
$3,605,932.30
|
4.739336%
|
|
Union
Bank of California, N.A.
|
$2,098,623.91
|
$2,163,559.38
|
2.843602%
|
|
US
Bank National Association
|
$2,448,394.56
|
$2,524,152.62
|
3.317536%
|
|
Wachovia
Bank National Association
|
$6,484,747.88
|
$6,685,398.49
|
8.786730%
|
|
Washington
Mutual Bank
|
$3,847,477.15
|
$3,966,525.52
|
5.213270%
|
|
▇▇▇▇▇
Fargo Bank National Association
|
$2,098,623.91
|
$2,163,559.38
|
2.843602%
|
|
TOTAL
|
$73,801,607.39
|
$76,085,171.57
|
100.00%
|
15
SCHEDULE
1.1
TERM
A LOAN LENDER
COMMITMENT SCHEDULE
|
Lender
|
Amount
|
Percentage
|
|
Bank
of Oklahoma, N.A.
|
$ 1,046,296.57
|
2.000000%
|
|
Bank
of the West
|
2,615,741.42
|
5.000000%
|
|
Bank
of America, N.A.
|
10,149,076.72
|
19.400000%
|
|
Calyon
New York Branch
|
2,877,315.56
|
5.500000%
|
|
Citibank,
N.A.
|
6,643,983.21
|
12.700000%
|
|
JPMorgan
Chase Bank National Association
|
6,643,983.21
|
12.700000%
|
|
Natixis
|
6,643,983.21
|
12.700000%
|
|
Regions
Bank
|
1,883,333.82
|
3.600000%
|
|
The
Royal Bank of Scotland
|
4,760,649.39
|
9.100000%
|
|
Union
Bank of California National Association
|
2,615,741.42
|
5.000000%
|
|
Wachovia
Bank National Association
|
3,818,982.48
|
7.300000%
|
|
▇▇▇▇▇
Fargo Bank National Association
|
2,615,741.42
|
5.000000%
|
|
TOTAL
|
$
52,314,828.45
|
100.00%
|
16