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EXHIBIT 10.19
AMENDMENT NO. 1 TO TERM LOAN AGREEMENT
This Amendment No. 1 to Term Loan Agreement (this "Amendment") is
entered into with reference to the Term Loan Agreement dated as of January 7,
1999 among ▇▇▇▇▇▇▇ and Broad Home Corporation ("Borrower"), the Banks party
thereto, Credit Lyonnais Los Angeles Branch, as Syndication Agent, The First
National Bank of Chicago, as Documentation Agent, Union Bank of California,
N.A., as Co-Agent, and Bank of America National Trust and Savings Association,
as Administrative Agent (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 add the following new definitions:
"Consolidated Joint Venture" means, as of any date of
determination, a Joint Venture that is consolidated in the
consolidated
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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).
3. 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."
4. 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. Written consents of each of the Guarantor Subsidiaries to
the execution, delivery and performance hereof,
substantially in the form of Exhibit A to this Amendment;
and
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c. Written consent of the Majority Banks as required under
Section 11.2 of the Loan Agreement in the form of Exhibit
B to this Amendment.
5. 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.
6. 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/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Senior Vice President and
Chief Financial Officer
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as Administrative
Agent
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Vice President
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Exhibit A to Amendment
CONSENT OF GUARANTOR SUBSIDIARIES
Reference is hereby made to that certain Term Loan Agreement
dated as of January 7, 1999 among ▇▇▇▇▇▇▇ and Broad Home Corporation
("Borrower"), the Banks party thereto, Credit Lyonnais Los Angeles Branch, as
Syndication Agent, The First National Bank of Chicago, as Documentation Agent,
Union Bank of California, N.A., as Co-Agent, and Bank of America National Trust
and Savings Association, as Administrative Agent, (the "Loan Agreement").
Each of the undersigned hereby consents to the execution,
delivery and performance by Borrower and the Administrative Agent of Amendment
No. 1 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/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Assistant Secretary
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KB HOLDINGS ONE, INC., a California
corporation
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Assistant Secretary
and Vice President
▇▇▇▇▇▇▇ AND BROAD OF SOUTHERN
CALIFORNIA, INC., a California corporation
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Assistant Treasurer
▇▇▇▇▇▇▇ AND BROAD OF UTAH, INC., a
California corporation
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Vice President
▇▇▇▇▇▇▇ AND BROAD OF TEXAS, LTD.,
a Texas limited partnership
By: KBSA, Inc., a Texas corporation,
Its general partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇,
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/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇,
Assistant Secretary
▇▇▇▇▇▇▇ AND BROAD DEVELOPMENT
OF TEXAS, L.P., a Texas limited partnership
By: KBSA, Inc., a Texas corporation,
Its general partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇,
Assistant Secretary
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