ASHTON WOODS USA L.L.C., and ASHTON WOODS FINANCE CO., the Issuers, the GUARANTORS named herein, as Guarantors and U.S. Bank National Association, as Trustee INDENTURE Dated as of February 23, 2009 11.0% Senior Subordinated Notes due 2015Indenture • February 25th, 2009 • Ashton Woods USA L.L.C. • Operative builders • New York
INDENTURE, dated as of February 23, 2009, among ASHTON WOODS USA L.L.C., a Nevada limited liability company (the “Issuer”), ASHTON WOODS FINANCE CO., a Delaware corporation (the “Co-Issuer” and, together with the Issuer, the “Issuers”), the Guarantors (as hereinafter defined) and U.S. BANK NATIONAL ASSOCIATION, as trustee (the “Trustee”).
TERM LOAN AGREEMENT dated as of January 14, 2009 by and between ASHTON WOODS USA L.L.C., as Borrower and PARKMOUNT LAND DEVELOPMENT INC., as LenderTerm Loan Agreement • January 14th, 2009 • Ashton Woods USA L.L.C. • Operative builders • Georgia
THIS TERM LOAN AGREEMENT (this “Agreement”), dated as of January 14, 2009, is made by and between ASHTON WOODS USA L.L.C., a Nevada limited liability company (“Borrower”), and PARKMOUNT LAND DEVELOPMENT INC., a Canadian corporation (“Lender”).
FIRST AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • January 16th, 2007 • Ashton Woods USA L.L.C. • Operative builders • North Carolina
THIS FIRST AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is made as of the 11th day of January, 2007, by and among ASHTON WOODS USA L.L.C. (the “Borrower”), the LENDERS party hereto, WACHOVIA BANK, NATIONAL ASSOCIATION, as agent (the “Agent”), and the GUARANTORS party hereto.
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • February 25th, 2009 • Ashton Woods USA L.L.C. • Operative builders • New York
This SECOND SUPPLEMENTAL INDENTURE (the “Second Supplemental Indenture”) is dated as of February 23, 2009 (the “Effective Date”), and made by and among ASHTON WOODS USA L.L.C., a Nevada limited liability company (the “Issuer”), ASHTON WOODS FINANCE CO., a Delaware corporation (the “Co-Issuer” and, together with Issuer, the “Issuers”), the guarantors listed on the signature page hereto and HSBC Bank USA, N.A., as successor trustee (the “Trustee”), to the Indenture, dated as of September 21, 2005, among the Issuers, the guarantors party thereto (the “Original Guarantors”) and U.S. Bank National Association, as original trustee (the “Original Trustee”), as amended by the First Supplemental Indenture, dated as of December 9, 2005, among the Issuers, Ashton Woods Transportation, LLC (the “Additional Guarantor” and, together with Original Guarantors, the “Guarantors”), the Original Guarantors and the Original Trustee (as supplemented and amended, the “Indenture”). Capitalized terms used in t
THIRD AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • December 20th, 2007 • Ashton Woods USA L.L.C. • Operative builders • North Carolina
THIS THIRD AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is made as of the 20th day of December, 2007, by and among ASHTON WOODS USA L.L.C. (the “Borrower”), the LENDERS party hereto, WACHOVIA BANK, NATIONAL ASSOCIATION, as agent (the “Agent”), and the GUARANTORS party hereto.
Form of Employment Agreement, dated as of August 9, 2006, by and between Robert Salomon and Ashton Woods USA, L.L.C.Form of Employment Agreement • August 10th, 2006 • Ashton Woods USA L.L.C. • Operative builders
By memorandum dated April 30, 2006, our Board of Directors confirmed to Robert Salomon, our Chief Financial Officer, his annual salary, bonus calculation and certain severance payments if Mr. Salomon is terminated following a sale of the Company resulting in a change of control of our equity. On August 9, 2006, we entered into an employment agreement with Mr. Salomon, which addresses the provisions set forth in the memorandum in more detail. The agreement is for a term of five years ending August 2011, subject to automatic renewal for additional one-year terms absent notice of termination from either party. The employment agreement provides for an annual based salary of $200,000 and an annual bonus in an amount equal to 0.75% of our annual net income, calculated in accordance with generally accepted accounting principles and reflected in our annual audited financial statements, as adjusted to exclude initial start-up losses of any new division during the first two years of operation, i
FOURTH AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • January 14th, 2009 • Ashton Woods USA L.L.C. • Operative builders • North Carolina
THIS FOURTH AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is made as of the 13 day of January, 2009 (the “Closing Date”), by and among ASHTON WOODS USA L.L.C. (“Borrower”), the LENDERS party hereto, WACHOVIA BANK, NATIONAL ASSOCIATION, as agent (“Agent”), and the GUARANTORS party hereto.
SECOND AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • June 20th, 2007 • Ashton Woods USA L.L.C. • Operative builders • North Carolina
THIS SECOND AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is made as of the 15th day of June, 2007, by and among ASHTON WOODS USA L.L.C. (the “Borrower”), the LENDERS party hereto, WACHOVIA BANK, NATIONAL ASSOCIATION, as agent (the “Agent”), and the GUARANTORS party hereto.
