Exhibit 10.160
FIFTH AMENDED AND RESTATED LOAN AGREEMENT
Wachovia Bank, National Association
000 Xxxxx Xxxxxx
Xxxxxxxxxxxx, Xxxxxxx 00000
(Hereinafter referred to as the "Bank")
Bluegreen Corporation, a Massachusetts corporation
0000 Xxxxxxxxxx Xxx Xxxxx, Xxxxx 000
Xxxx Xxxxx, Xxxxxxx 00000
(Hereinafter referred to as "Bluegreen Corporation")
Bluegreen Resorts Management, Inc., a Delaware corporation
f/k/a RDI Resort Services Corporation
0000 Xxxxxxxxxx Xxx Xxxxx, Xxxxx 000
Xxxx Xxxxx, Xxxxxxx 00000
Bluegreen Vacations Unlimited, Inc., a Florida corporation
0000 Xxxxxxxxxx Xxx Xxxxx, Xxxxx 000
Xxxx Xxxxx, Xxxxxxx 00000
Bluegreen Holding Corporation (Texas), a Delaware corporation
0000 Xxxxxxxxxx Xxx Xxxxx, Xxxxx 000
Xxxx Xxxxx, Xxxxxxx 00000
Bluegreen Southwest One, L.P., a Delaware limited partnership
0000 Xxxxxxxxxx Xxx Xxxxx, Xxxxx 000
Xxxx Xxxxx, Xxxxxxx 00000
Bluegreen Asset Management Corporation, a Delaware corporation
0000 Xxxxxxxxxx Xxx Xxxxx, Xxxxx 000
Xxxx Xxxxx, Xxxxxxx 00000
Bluegreen Carolina Lands, LLC, a Delaware limited liability company
0000 Xxxxxxxxxx Xxx Xxxxx, Xxxxx 000
Xxxx Xxxxx, Xxxxxxx 00000
Bluegreen Corporation of Tennessee, a Delaware corporation
0000 Xxxxxxxxxx Xxx Xxxxx, Xxxxx 000
Xxxx Xxxxx, Xxxxxxx 00000
Bluegreen Corporation of the Rockies, a Delaware corporation
0000 Xxxxxxxxxx Xxx Xxxxx, Xxxxx 000
Xxxx Xxxxx, Xxxxxxx 00000
Bluegreen Properties of Virginia, Inc., a Delaware corporation
0000 Xxxxxxxxxx Xxx Xxxxx, Xxxxx 000
Xxxx Xxxxx, Xxxxxxx 00000
Bluegreen Resorts International, Inc., a Delaware corporation
0000 Xxxxxxxxxx Xxx Xxxxx, Xxxxx 000
Xxxx Xxxxx, Xxxxxxx 00000
Carolina National Golf Club, Inc., a North Carolina corporation
0000 Xxxxxxxxxx Xxx Xxxxx, Xxxxx 000
Xxxx Xxxxx, Xxxxxxx 00000
Leisure Capital Corporation, a Vermont corporation
0000 Xxxxxxxxxx Xxx Xxxxx, Xxxxx 000
Xxxx Xxxxx, Xxxxxxx 00000
Bluegreen West Corporation, a Delaware corporation
0000 Xxxxxxxxxx Xxx Xxxxx, Xxxxx 000
Xxxx Xxxxx, Xxxxxxx 00000
Bluegreen Golf Clubs, Inc., a Delaware corporation
0000 Xxxxxxxxxx Xxx Xxxxx, Xxxxx 000
Xxxx Xxxxx, Xxxxxxx 00000
Bluegreen Interiors, LLC, a Delaware limited liability company
0000 Xxxxxxxxxx Xxx Xxxxx, Xxxxx 000
Xxxx Xxxxx, Xxxxxxx 00000
Bluegreen Southwest Land, Inc., a Delaware corporation
0000 Xxxxxxxxxx Xxx Xxxxx, Xxxxx 000
Xxxx Xxxxx, Xxxxxxx 00000
New England Advertising Corporation, a Vermont corporation
0000 Xxxxxxxxxx Xxx Xxxxx, Xxxxx 000
Xxxx Xxxxx, Xxxxxxx 00000
Bluegreen Guaranty Corporation, a Florida corporation
f/k/a South Florida Aviation, Inc., a Florida corporation
0000 Xxxxxxxxxx Xxx Xxxxx, Xxxxx 000
Xxxx Xxxxx, Xxxxxxx 00000
Jordan Lake Preserve Corporation, a North Carolina corporation
0000 Xxxxxxxxxx Xxx Xxxxx, Xxxxx 000
Xxxx Xxxxx, Xxxxxxx 00000
Leisure Communication Network, Inc., a Delaware corporation
0000 Xxxxxxxxxx Xxx Xxxxx, Xxxxx 000
Xxxx Xxxxx, Xxxxxxx 00000
Managed Assets Corporation, a Delaware corporation
0000 Xxxxxxxxxx Xxx Xxxxx, Xxxxx 000
Xxxx Xxxxx, Xxxxxxx 00000
travelheads, inc., a Florida corporation
0000 Xxxxxxxxxx Xxx Xxxxx, Xxxxx 000
Xxxx Xxxxx, Xxxxxxx 00000
Encore Rewards, Inc., a Delaware corporation
0000 Xxxxxxxxxx Xxx Xxxxx, Xxxxx 000
Xxxx Xxxxx, Xxxxxxx 00000
Leisurepath, Inc., a Florida corporation
0000 Xxxxxxxxxx Xxx Xxxxx, Xxxxx 000
Xxxx Xxxxx, Xxxxxxx 00000
Page 2
BXG Realty, Inc., a Delaware corporation
0000 Xxxxxxxxxx Xxx Xxxxx, Xxxxx 000
Xxxx Xxxxx, Xxxxxxx 00000
Mystic Shores Realty, Inc., a Texas corporation
0000 Xxxxxxxxxx Xxx Xxxxx, Xxxxx 000
Xxxx Xxxxx, Xxxxxxx 00000
Brickshire Realty, Inc., a Virginia corporation
0000 Xxxxxxxxxx Xxx Xxxxx, Xxxxx 000
Boca Raton, Florida 33431
Catawba Falls, LLC, a North Carolina limited liability company
0000 Xxxxxxxxxx Xxx Xxxxx, Xxxxx 000
Xxxx Xxxxx, Xxxxxxx 00000
Preserve at Jordan Lake Realty, Inc., a North Carolina corporation
0000 Xxxxxxxxxx Xxx Xxxxx, Xxxxx 000
Xxxx Xxxxx, Xxxxxxx 00000
Bluegreen Purchasing & Design, Inc., a Florida corporation
0000 Xxxxxxxxxx Xxx Xxxxx, Xxxxx 000
Xxxx Xxxxx, Xxxxxxx 00000
Great Vacation Destinations, Inc., a Florida corporation
0000 Xxxxxxxxxx Xxx Xxxxx, Xxxxx 000
Boca Raton, Florida 33431
Lake Ridge Realty, Inc., a Texas corporation
0000 Xxxxxxxxxx Xxx Xxxxx, Xxxxx 000
Xxxx Xxxxx, Xxxxxxx 00000
Bluegreen Communities of Texas, L.P., a Delaware limited partnership
0000 Xxxxxxxxxx Xxx Xxxxx, Xxxxx 000
Xxxx Xxxxx, Xxxxxxx 00000
Pinnacle Vacations, Inc., a Delaware corporation
0000 Xxxxxxxxxx Xxx Xxxxx, Xxxxx 000
Xxxx Xxxxx, Xxxxxxx 00000
Bluegreen Communities of Georgia, LLC, a Georgia limited liability company
0000 Xxxxxxxxxx Xxx Xxxxx, Xxxxx 000
Xxxx Xxxxx, Xxxxxxx 00000
Bluegreen Communities of Georgia Realty, Inc., a Georgia corporation
0000 Xxxxxxxxxx Xxx Xxxxx, Xxxxx 000
Xxxx Xxxxx, Xxxxxxx 00000
BXG Realty Tenn, Inc., a Tennessee corporation
0000 Xxxxxxxxxx Xxx Xxxxx, Xxxxx 000
Xxxx Xxxxx, Xxxxxxx 00000
Mountain Lakes Realty, Inc., a Texas corporation
0000 Xxxxxxxxxx Xxx Xxxxx, Xxxxx 000
Xxxx Xxxxx, Xxxxxxx 00000
Page 3
(Individually and/or collectively, jointly and severally the "Borrower")
This Fifth Amended and Restated Loan Agreement ("Agreement") is entered into as
of July 26, 2006.
Borrower requested and First Union National Bank ("First Union") made that
certain $5,000,000.00 line of credit available to Borrower (the "Loan") as
evidenced by that certain Promissory Note dated as of September 23, 1998 and
certain other documents including that certain Loan Agreement dated as of
September 23, 1998. The Loan has been previously amended, increased and extended
pursuant to the terms and conditions of certain documents including, without
limitation, that certain $10,000,000.00 Renewal Promissory Note dated as of
December 31, 2000, that certain Modification Number One to the Loan Agreement
dated as of August 1, 1999, that certain Modification Number Two to Loan
Agreement dated as of November 3, 1999, that certain Modification Number Three
to Loan Agreement dated as of December 31, 2000, and certain other documents.
Borrower subsequently requested and First Union agreed to amend, increase and
extend the Loan as evidenced by (i) that certain Amended and Restated Promissory
Note executed by Borrower, jointly and severally, dated as of December 31, 2001,
and made payable to First Union in the original principal amount of
$12,500,000.00; (ii) that certain Amended and Restated Loan Agreement dated as
of December 31, 2001; and (iii) certain other loan documents dated as of
December 31, 2001.
Borrower subsequently requested and Bank (successor by merger to First Union)
agreed to amend and extend the Loan as evidenced by (i) that certain Second
Amended and Restated Promissory Note executed by Borrower, jointly and
severally, dated as of December 31, 2002, and made payable to Bank in the
original principal amount of $12,500,000.00; (ii) that certain Second Amended
and Restated Loan Agreement dated as of December 31, 2002; and (iii) certain
other loan documents dated as of December 31, 2002.
Borrower subsequently requested and Bank agreed to further amend, increase and
extend the Loan pursuant to the terms of (i) that certain Third Amended and
Restated Promissory Note executed by Borrower, jointly and severally, dated as
of December 30, 2003, and made payable to Bank in the original principal amount
of $15,000,000.00, and (ii) that certain Third Amended and Restated Loan
Agreement dated as of December 30, 2003.
Borrower subsequently requested, and Bank agreed to further amend the Loan, as
evidenced by that certain First Amendment and Ratification of Loan Agreement
dated as of March 31, 2004, and as evidenced by that certain Second Amendment
and Ratification of Loan Agreement dated as of August 9, 2004.
Borrower subsequently requested and Bank has agreed to further modify and extend
the Loan pursuant to the terms of (i) that certain Fourth Amended and Restated
Promissory Note executed by Borrower, jointly and severally, dated as of
December 31, 2004, and made payable to the Bank in the original principal amount
of $15,000,000.00, and (ii) that certain Fourth Amended and Restated Loan
Agreement dated as of December 31, 2004.
Borrower has now requested and Bank has agreed to further modify and extend the
Loan pursuant to the terms of (i) that certain Fifth Amended and Restated
Promissory Note executed by Borrower, jointly and severally, dated of even date
herewith, and made payable to the Bank in the original principal amount of
$15,000,000.00 (the "Note"), and (ii) this Agreement. The Note, and this
Agreement and all other documents executed in connection with the Loan are
hereinafter collectively referred to as the "Loan Documents". All capitalized
terms used herein and not otherwise defined shall have those meanings ascribed
to them in the Loan Documents.
LINE OF CREDIT. Borrower may borrow, repay, and reborrow, from time to time, so
long as the total principal indebtedness outstanding under the Loan plus the
amount of all unreimbursed drawings under
Page 4
all letters of credit issued by Bank for account of Borrower does not exceed the
face amount of the Note. All payments made by Bank under any letters of credit
issued for the account of Borrower and all fees, commissions, discounts and
other amounts owed or to be owed to Bank in connection therewith, shall be
deemed to be Advances under the Note and shall be repaid on demand. The Loan
proceeds are to be used by Borrower solely for working capital and to issue
letters of credit from time to time. The Borrower shall pay down the outstanding
balance under the Loan (excluding letters of credit issued under the Note) to a
maximum of $100.00 for forty-five (45) consecutive days annually. The total
amount of letters of credit to be issued under the Note shall not exceed the
face amount of the Note at any time nor have maturities greater than the
maturity date of the Loan. The maturity date of the Loan shall be June 30, 2007.
Letter of Credit Fees. Borrower shall pay to Bank, at such times as Bank shall
require, Bank's standard fees in connection with Letters of Credit, as in effect
from time to time, and with respect to standby Letters of Credit, an additional
fee equal to 1.50% per annum on the face amount of each standby Letter of
Credit, payable annually, in advance, for so long as such Letter of Credit is
outstanding.
Representations. Except as otherwise provided herein, Borrower represents that
from the date of this Agreement and until final payment in full of the
Obligations: Accurate Information. All information now and hereafter furnished
to Bank is and will be true, correct and complete. Any such information relating
to Borrower's financial condition will accurately reflect Borrower's financial
condition as of the date(s) thereof, (including all contingent liabilities of
every type), and Borrower further represents that its financial condition has
not changed materially or adversely since the date(s) of such documents.
Authorization; Non-Contravention. The execution, delivery and performance by
Borrower of this Agreement and other Loan Documents to which it is a party are
within its power, have been duly authorized as may be required and, if
necessary, by making appropriate filings with any governmental agency or unit
and are the legal, binding, valid and enforceable obligations of Borrower; and
do not (i) contravene, or constitute (with or without the giving of notice or
lapse of time or both) a violation of any provision of applicable law, a
violation of the organizational documents of Borrower, or a default under any
agreement, judgment, injunction, order, decree or other instrument binding upon
or affecting Borrower, (ii) result in the creation or imposition of any lien
(other than the lien(s) created by the Loan Documents) on any of Borrower's
assets, or (iii) give cause for the acceleration of any obligations of Borrower
or any guarantor to any other creditor. Asset Ownership. As of the date of this
Agreement, Borrower has good and marketable title to all of the properties and
assets reflected on the balance sheets and financial statements supplied Bank by
Borrower, and all such properties and assets are free and clear of mortgages,
security deeds, pledges, liens, charges, and all other encumbrances, except as
otherwise disclosed in such financial statements or on Schedule 1 attached
hereto ("Permitted Liens"). To Borrower's knowledge, no default has occurred
under any Permitted Liens and no claims or interests adverse to Borrower's
present rights in its properties and assets have arisen. Discharge of Liens and
Taxes. Borrower has duly filed, paid and/or discharged all taxes or other claims
which may become a lien on any of its property or assets to the extent required
to be paid as of this date, except to the extent that such items are being
appropriately contested in good faith and an adequate reserve for the payment
thereof is being maintained if required by generally accepted accounting
principles. Sufficiency of Capital. Borrower is not, and after consummation of
this Agreement and after giving effect to all indebtedness incurred and liens
created by Borrower in connection with the Note and any other Loan Documents,
will not be, insolvent within the meaning of 11 U.S.C. ss. 101(32). Compliance
with Laws. Borrower is in compliance in all material respects with all federal,
state and local laws, rules and regulations applicable to its properties,
operations, business, and finances, including, without limitation, any federal
or state laws relating to liquor (including 18 U.S.C. ss. 3617, et seq.) or
narcotics (including 21 U.S.C. ss. 801, et seq.) and/or any commercial crimes;
all applicable federal, state and local laws and regulations intended to protect
the environment; and the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), if applicable. Organization and Authority. Each Borrower is
duly created, validly existing and in good standing under the laws of the state
of its organization, and has all powers, governmental licenses, authorizations,
consents and approvals required to operate its business as now conducted. Each
Borrower is duly qualified, licensed and in good standing in each jurisdiction
where qualification or licensing is required by the nature of its business or
the character and location of its property, business or customers, and in which
the failure to so qualify or be licensed, as the case may be, in the aggregate,
Page 5
could have a material adverse effect on the business, financial position,
results of operations, properties or prospects of Borrower or any such
guarantor. No Litigation. There are no pending suits, claims or demands or any
threatened suits, claims or demands (which threatened suits, claims or demands
have a reasonable likelihood of becoming a suit, claim or demand), against
Borrower or any guarantor, and which could reasonably be expected to have a
material adverse effect on Borrower's or guarantor's business, that have not
been disclosed in Borrower's periodic filings with the Securities and Exchange
Commission ("SEC"), or otherwise disclosed to Bank in writing and approved by
Bank. ERISA. Each employee pension benefit plan, as defined in ERISA, maintained
by Borrower meets, as of the date hereof, the minimum funding standards of ERISA
and all applicable regulations thereto and requirements thereof, and of the
Internal Revenue Code of 1954, as amended. No "Prohibited Transaction" or
"Reportable Event" (as both terms are defined by ERISA) has occurred with
respect to any such plan.
AFFIRMATIVE COVENANTS. Borrower agrees that from the date hereof and until final
payment in full of the Obligations, unless Bank shall otherwise consent in
writing, Borrower will: Business Continuity. Conduct its business in
substantially the same manner as such business is now and has previously been
conducted. Maintain Properties. Maintain, preserve and keep its property in good
repair, working order and condition, making all needed replacements, additions
and improvements thereto, to the extent allowed by this Agreement. Access to
Books and Records. Allow Bank, or its agents, during normal business hours and
upon prior advance written notice, access to the books, records and such other
documents of Borrower as Bank shall reasonably require, and allow Bank to make
copies thereof at Bank's expense. Insurance. Maintain adequate insurance
coverage with respect to its properties and business against loss or damage of
the kinds and in the amounts customarily insured against by companies of
established reputation engaged in the same or similar businesses including,
without limitation, commercial general liability insurance, workers compensation
insurance, and business interruption insurance; all acquired in such amounts and
from such companies as Bank may reasonably require. Notice of Default and Other
Notices. (a) Notice of Default. Furnish to Bank immediately upon becoming aware
of the existence of any condition or event which constitutes a Default (as
defined in the Loan Documents) or any event which, upon the giving of notice or
lapse of time or both, may become a Default, written notice specifying the
nature and period of existence thereof and the action which Borrower is taking
or proposes to take with respect thereto. (b) Other Notices. Promptly notify
Bank in writing of (i) any material adverse change in its financial condition or
its business; (ii) any default under any material agreement, contract or other
instrument to which it is a party or by which any of its properties are bound,
or any acceleration of the maturity of any indebtedness owing by Borrower; (iii)
any material adverse claim against or affecting Borrower or any part of its
properties (Bank acknowledges that disclosure of such matters in Borrower's
periodic filings with the SEC shall constitute prompt notice to Bank); (iv) the
commencement of, and any material determination in, any litigation with any
third party or any proceeding before any governmental agency or unit affecting
Borrower in a claimed amount in excess of $1,500,000.00; and (v) at least 30
days prior thereto, any change in Borrower's name or address as shown above,
and/or any material change in Borrower's structure. Compliance with Other
Agreements. Comply with all terms and conditions contained in this Agreement,
and any other Loan Documents, and swap agreements, if applicable, as defined in
the 11 U.S.C. ss. 101. Payment of Debts. Pay and discharge when due, and before
subject to penalty or further charge, and otherwise satisfy before maturity or
delinquency, all obligations, debts, taxes, and liabilities of whatever nature
or amount, except those which Borrower in good faith disputes. Reports and
Proxies. Deliver to Bank, promptly, a copy of all financial statements, reports,
notices, and proxy statements, sent by Borrower to stockholders, and all regular
or periodic reports required to be filed by Borrower with any governmental
agency or authority, excluding federal, state and local tax returns, business
license and registration reports and SEC filings on Form 8-K, unless reasonably
requested in writing by Bank. Other Financial Information. Deliver promptly such
other information regarding the operation, business affairs, and financial
condition of Borrower which Bank may reasonably request. Non-Default Certificate
From Borrower. Deliver to Bank, with the Financial Statements required herein, a
certificate signed by Borrower, if Borrower is an individual, or by a principal
financial officer of Borrower warranting that no "Default as specified in the
Loan Documents nor any event which, upon the giving of notice or lapse of time
or both, would constitute such a Default, has occurred. Estoppel Certificate.
Furnish, within 15 days after request by Bank, a written statement duly
acknowledged of the amount due under the Loan and whether offsets or defenses
exist against the Obligations.
Page 6
Negative Covenants. Borrower agrees that from the date of this Agreement and
until final payment in full of the Obligations, unless Bank shall otherwise
consent in writing, Borrower will not: Default on Other Contracts or
Obligations. Default on any material contract with or obligation when due to a
third party or default in the performance of any obligation to a third party
incurred for money borrowed in an amount in excess of $2,500,000.00, which
default is not cured within any cure period applicable thereto. Judgment
Entered. Permit the entry of any monetary judgment or the assessment against,
the filing of any tax lien against, or the issuance of any writ of garnishment
or attachment against any property of or debts due Borrower not dismissed or
bonded within 30 days. Government Intervention. Permit the assertion or making
of any seizure, vesting or intervention by or under authority of any government
by which the management of Borrower or any guarantor is displaced of its
authority in the conduct of its respective business or its such business is
curtailed or materially impaired. Prepayment of Other Debt. Retire any long-term
debt entered into prior to the date of this Agreement in advance of its legal
obligation to do so other than in connection with refinancing. Retire or
Repurchase Capital Stock. Retire or otherwise acquire any of its capital stock,
except as permitted by waiver letter from Bank to Borrower dated as of May 13,
1999 authorizing the repurchase of up to two million shares of capital stock
under Borrower's existing share repurchase program.
Financial Covenants. Borrower, on a consolidated basis, agrees to the following
provisions from the date hereof until final payment in full of the Obligations,
unless Bank shall otherwise consent in writing: Adjusted Tangible Net Worth.
Borrower shall, at all times, on a consolidated basis, maintain an Adjusted
Tangible Net Worth of not less than $225,000,000.00, and shall annually increase
the Adjusted Tangible Net Worth by not less than 50% of its aggregate net
income, as reflected on its year-end financial statements. "Adjusted Tangible
Net Worth" shall mean total assets minus Total Liabilities. For purposes of this
computation, the aggregate amount of any intangible assets of Borrower
including, without limitation, goodwill, franchises, licenses, patents,
trademarks, trade names, copyrights, service marks, and brand names, shall be
subtracted from total assets. "Total Liabilities" shall mean all liabilities of
Borrower, including capitalized leases and all reserves for deferred taxes, and
other deferred sums appearing on the liabilities side of a balance sheet and all
obligations as lessee under off-balance sheet synthetic leases of Borrower,
excluding debt fully subordinated to Bank on terms and conditions acceptable to
Bank, all in accordance with generally accepted accounting principles applied on
a consistent basis. Adjusted Total Liabilities to Adjusted Tangible Net Worth
Ratio. Borrower shall, at all times, on a consolidated basis, maintain a ratio
of Adjusted Total Liabilities to Adjusted Tangible Net Worth of not more than
2.25 to 1.00. For the purposes of this computation, "Adjusted Total Liabilities"
shall mean the sum of all liabilities of the Borrower, on a consolidated basis,
including capitalized leases and all reserves for deferred taxes and other
deferred sums appearing on the liabilities side of a balance sheet, and
excluding deferred income, any non-recourse obligations backed by vacation
ownership receivables, and debt fully subordinated to Bank on terms and
conditions acceptable to Bank, in accordance with generally accepted accounting
principles applied on a consistent basis. Liquidity Requirement. Borrower shall,
at all times, maintain unrestricted cash and unencumbered timeshare receivables
of not less than $50,000,000.00 in the aggregate. Deposit Relationship.
Bluegreen Corporation shall maintain its primary depository account with Bank.
Compliance Certificate. Borrower shall furnish Bank with a quarterly covenant
compliance certificate demonstrating Borrower's compliance with the above
Financial Covenants.
Annual Financial Statements. Bluegreen Corporation shall deliver to Bank, within
90 days after the close of each fiscal year, audited financial statements
reflecting its operations during such fiscal year, including, without
limitation, a balance sheets, profit and loss statement and statement of cash
flows, with supporting schedules; all on a consolidated basis and in reasonable
detail, prepared in conformity with generally accepted accounting principles,
applied on a basis consistent with that of the preceding year. All such
statements shall be compiled by an independent certified public accountant
acceptable to Bank. The opinion of such independent certified public accountant
shall not be acceptable to Bank if qualified due to any limitations in scope
imposed by Bluegreen Corporation. Any other qualification of the opinion by the
accountant shall render the acceptability of the financial statements subject to
Bank's approval. Notwithstanding the foregoing, any adverse, qualified or scope
limitation with the Borrower's audit opinion relative to Section 404 of the
Xxxxxxxx-Xxxxx Act of 2002 will not make an otherwise unqualified opinion
Page 7
on the financial statement audit unacceptable to Bank unless, in the Bank's
opinion, such adverse, qualified or scope limitation, is material in nature
including, without limitation, calling into question the effectiveness of the
Borrower internal control under such Section 404.
Periodic Financial Statements. Bluegreen Corporation shall deliver to Bank
unaudited management-prepared quarterly financial statements including, without
limitation, a balance Sheets, profit and loss statement and statement of cash
flows, with supporting schedules, as soon as available and in any event within
45 days after the close of each such period; all in reasonable detail and
prepared in conformity with generally accepted accounting principles, applied on
a basis consistent with that of the preceding year. Such statements shall be
certified as to their correctness by a principal financial officer of Bluegreen
Corporation and in each case, if audited statements are required, subject to
audit and year-end adjustments.
Attorneys' Fees. Borrower shall pay all of Bank's reasonable expenses incurred
to enforce or collect any of the Advances, including, without limitation,
reasonable arbitration, attorneys' and experts' fees and expenses, whether
incurred without the commencement of a suit, in any trial, arbitration, or
administrative proceeding, or in any appellate or bankruptcy proceeding.
Waivers. Except as otherwise permitted in the Note or other Loan Documents,
Borrower hereby waives presentment, protest, notice of dishonor, demand for
payment, notice of intention to accelerate maturity, notice of acceleration of
maturity, notice of sale and all other notices of any kind whatsoever. Any
failure by Bank to exercise any right hereunder shall not be construed as a
waiver of the right to exercise the same or any other right at any time.
Amendment and Severability. No amendment to or modification of this Agreement
shall be binding upon Bank unless in writing and signed by it. If any provision
of this Agreement shall be prohibited or invalid under applicable law, such
provision shall be ineffective but only to the extent of such prohibition or
invalidity, without invalidating the remainder of such provision or the
remaining provisions of this Agreement.
Miscellaneous. This Agreement is fully assignable by Bank and all rights of Bank
thereunder shall inure to the benefit of its successors and assigns. This
Agreement shall be binding upon Borrower and its successors and assigns. The
captions contained in this Agreement are inserted for convenience only and shall
not affect the meaning or interpretation of the Agreement. This Agreement shall
be governed by and interpreted in accordance with the laws of the state where
Bank's office as shown herein is located, without regard to that state's
conflict of laws principles.
Notices. Any notices to Borrower shall be sufficiently given, if in writing and
mailed or delivered to the Borrower's address shown above (attention Borrower's
Corporate General Counsel) or such other address as provided hereunder, and to
Bank, if in writing and mailed or delivered to Bank's office address shown above
or such other address as Bank may specify in writing from time to time. In the
event that Borrower changes Borrower's address at any time prior to the date the
Obligations are paid in full, Borrower agrees to promptly give written notice of
said change of address by registered or certified mail, return receipt
requested, all charges prepaid.
Conditions Precedent. All advances under the Note are subject to the following
conditions precedent: (a) Non-Default. Borrower shall be in compliance with all
of the terms and conditions set forth herein and an Event of Default as
specified herein, or an event which upon notice or lapse of time or both would
constitute such an Event of Default, shall not have occurred or be continuing at
the time of such Advance. (b) Borrowing Resolution. Bank shall have received all
certified resolutions authorizing borrowings by Borrower under this Agreement.
(c) Financial Information and Documents. Borrower shall deliver to Bank such
information and documents as Bank may request from time to time, including
without limitation, financial statements, information pertaining to Borrower's
financial condition and additional supporting documents. (d)
Purchase/Warehousing Facility. Borrower shall provide evidence to Bank regarding
availability under its then existing purchase/warehousing facility in an amount
not less than that requested advance plus the then outstanding balance of the
Loan. (e) Certificates of Good Standing.
Page 8
Borrower shall have delivered a Certificate of Good Standing for each Borrower
(all dated within thirty days of the date of this Agreement) issued by the
respective Secretary of State.
Fifth Amended and Restated Loan Agreement. This Fifth Amended and Restated Loan
Agreement, amends, replaces and supersedes in its entirety that certain Fourth
Amended and Restated Loan Agreement dated as of December 31, 2004, executed by
Borrower in favor of Bank (the "Original Loan Agreement"). Should there be any
conflict between any of the terms of the Original Loan Agreement, and the terms
of this Agreement, the terms of this Agreement shall control.
ARBITRATION. Upon demand of any party hereto, whether made before or after
institution of any judicial proceeding, any claim or controversy arising out of
or relating to this Agreement or any other document executed in connection
herewith between parties hereto (a "Dispute") shall be resolved by binding
arbitration conducted under and governed by the Commercial Financial Disputes
Arbitration Rules (the "Arbitration Rules") of the American Arbitration
Association (the "AAA") and the Federal Arbitration Act. Disputes may include,
without limitation, tort claims, counterclaims, a dispute as to whether a matter
is subject to arbitration, claims brought as class actions, or claims arising
from documents executed in the future. A judgment upon the award may be entered
in any court having jurisdiction. Notwithstanding the foregoing, this
arbitration provision does not apply to disputes under or related to swap
agreements. Special Rules. All arbitration hearings shall be conducted in Palm
Beach County, Florida. A hearing shall begin within 90 days of demand for
arbitration and all hearings shall conclude within 120 days of demand for
arbitration. These time limitations may not be extended unless a party shows
cause for extension and then for no more than a total of 60 days. The expedited
procedures set forth in Rule 51 et seq. of the Arbitration Rules shall be
applicable to claims of less than $1,000,000.00. Arbitrators shall be licensed
attorneys selected from the Commercial Financial Dispute Arbitration Panel of
the AAA. The parties do not waive applicable Federal or state substantive law
except as provided herein. Preservation and Limitation of Remedies.
Notwithstanding the preceding binding arbitration provisions, the parties agree
to preserve, without diminution, certain remedies that any party may exercise
before or after an arbitration proceeding is brought. The parties shall have the
right to proceed in any court of proper jurisdiction or by self-help to exercise
or prosecute the following remedies, as applicable: (i) all rights to foreclose
against any real or personal property or other security by exercising a power of
sale or under applicable law by judicial foreclosure including a proceeding to
confirm the sale; (ii) all rights of self-help including peaceful occupation of
real property and collection of rents, set-off, and peaceful possession of
personal property; (iii) obtaining provisional or ancillary remedies including
injunctive relief, sequestration, garnishment, attachment, appointment of
receiver and filing an involuntary bankruptcy proceeding; and (iv) when
applicable, a judgment by confession of judgment. Any claim or controversy with
regard to any party's entitlement to such remedies is a Dispute. Waiver of
Exemplary Damages. The parties agree that they shall not have a remedy of
punitive or exemplary damages against other parties in any Dispute and hereby
waive any right or claim to punitive or exemplary damages they have now or which
may arise in the future in connection with any Dispute whether the Dispute is
resolved by arbitration or judicially. Waiver of Jury Trial. THE PARTIES
ACKNOWLEDGE THAT BY AGREEING TO BINDING ARBITRATION THEY HAVE IRREVOCABLY WAIVED
ANY RIGHT THEY MAY HAVE TO JURY TRIAL WITH REGARD TO A DISPUTE.
[EXECUTIONS COMMENCE ON FOLLOWING PAGE]
Page 9
The parties hereto have duly executed this instrument as of the date stated
above.
Wachovia Bank, National Association, successor
interest to First Union National Bank
By:
----------------------------------------------------
Xxxxx X. Xxxxxxx, Senior Vice President
Bluegreen Corporation, a Massachusetts corporation
CORPORATE By:
SEAL ----------------------------------------------------
Xxxxxxx X. Xxxxx, Senior Vice President,
Chief Financial Officer and Treasurer
Taxpayer Identification Number: 00-0000000
Bluegreen Resorts Management, Inc., a Delaware
corporation f/k/a RDI Resort Services Corporation
CORPORATE By:
SEAL ----------------------------------------------------
Xxxxxxx X. Xxxxx, Vice President and Treasurer
Taxpayer Identification Number: 00-0000000
Bluegreen Vacations Unlimited, Inc., a Florida
corporation
CORPORATE By:
SEAL ----------------------------------------------------
Xxxxxxx X. Xxxxx, Vice President and Treasurer
Taxpayer Identification Number: 00-0000000
Bluegreen Holding Corporation (Texas), a Delaware
corporation
CORPORATE By:
SEAL ----------------------------------------------------
Xxxxxxx X. Xxxxx, Vice President and Treasurer
Taxpayer Identification Number: 00-0000000
Bluegreen Southwest One, L.P., a Delaware limited
partnership
By: Bluegreen Southwest Land, Inc., a Delaware
corporation, Its General Partner
CORPORATE By:
SEAL -----------------------------------------------
Xxxxxxx X. Xxxxx, Vice President and Treasurer
Taxpayer Identification Number: 00-0000000
Page 10
Bluegreen Asset Management Corporation, a Delaware
corporation
CORPORATE By:
SEAL ----------------------------------------------------
Xxxxxxx X. Xxxxx, Vice President and Treasurer
Taxpayer Identification Number: 00-0000000
Bluegreen Carolina Lands, LLC, a Delaware limited
liability company
CORPORATE By:
SEAL ----------------------------------------------------
Xxxxxxx X. Xxxxx, Vice President and Treasurer
Taxpayer Identification Number: 00-0000000
Bluegreen Corporation of Tennessee, a Delaware
corporation
CORPORATE By:
SEAL ----------------------------------------------------
Xxxxxxx X. Xxxxx, Vice President and Treasurer
Taxpayer Identification Number: 00-0000000
Bluegreen Corporation of the Rockies, a Delaware
corporation
CORPORATE By:
SEAL ----------------------------------------------------
Xxxxxxx X. Xxxxx, Vice President and Treasurer
Taxpayer Identification Number: 00-0000000
Bluegreen Properties of Virginia, Inc., a Delaware
corporation
CORPORATE By:
SEAL ----------------------------------------------------
Xxxxxxx X. Xxxxx, Vice President and Treasurer
Taxpayer Identification Number: 00-0000000
Bluegreen Resorts International, Inc., a Delaware
corporation
CORPORATE By:
SEAL ----------------------------------------------------
Xxxxxxx X. Xxxxx, Vice President and Treasurer
Taxpayer Identification Number: 00-0000000
Carolina National Golf Club, Inc., a North Carolina
corporation
CORPORATE By:
SEAL ----------------------------------------------------
Xxxxxxx X. Xxxxx, Vice President and Treasurer
Taxpayer Identification Number: 00-0000000
Page 11
Leisure Capital Corporation, a Vermont corporation
CORPORATE By:
SEAL ----------------------------------------------------
Xxxxxxx X. Xxxxx, Vice President and Treasurer
Taxpayer Identification Number: 00-0000000
Bluegreen West Corporation, a Delaware corporation
CORPORATE By:
SEAL ----------------------------------------------------
Xxxxxxx X. Xxxxx, Vice President and Treasurer
Taxpayer Identification Number: 00-0000000
Bluegreen Golf Clubs, Inc., a Delaware corporation
CORPORATE By:
SEAL ----------------------------------------------------
Xxxxxxx X. Xxxxx, Vice President and Treasurer
Taxpayer Identification Number: 00-0000000
Bluegreen Interiors, LLC, a Delaware limited
liability company
CORPORATE By:
SEAL ----------------------------------------------------
Xxxxxxx X. Xxxxx, Vice President and Treasurer
Taxpayer Identification Number: 00-0000000
Bluegreen Southwest Land, Inc., a Delaware corporation
CORPORATE By:
SEAL ----------------------------------------------------
Xxxxxxx X. Xxxxx, Vice President and Treasurer
Taxpayer Identification Number: 00-0000000
New England Advertising Corporation, a Vermont
corporation
CORPORATE By:
SEAL ----------------------------------------------------
Xxxxxxx X. Xxxxx, Vice President and Treasurer
Taxpayer Identification Number: 00-0000000
Bluegreen Guaranty Corporation, a Florida corporation
f/k/a South Florida Aviation, Inc., a Florida
corporation
CORPORATE By:
SEAL ----------------------------------------------------
Xxxxxxx X. Xxxxx, Vice President and Treasurer
Taxpayer Identification Number: 00-0000000
Page 12
Jordan Lake Preserve Corporation, a North Carolina
corporation
CORPORATE By:
SEAL ----------------------------------------------------
Xxxxxxx X. Xxxxx, Vice President and Treasurer
Taxpayer Identification Number: 00-0000000
Leisure Communication Network, Inc., a Delaware
corporation
CORPORATE By:
SEAL ----------------------------------------------------
Xxxxxxx X. Xxxxx, Vice President and Treasurer
Taxpayer Identification Number: 00-0000000
Managed Assets Corporation, a Delaware corporation
CORPORATE By:
SEAL ----------------------------------------------------
Xxxxxxx X. Xxxxx, Vice President and Treasurer
Taxpayer Identification Number: 00-0000000
travelheads, inc., a Florida corporation
CORPORATE By:
SEAL ----------------------------------------------------
Xxxxxxx X. Xxxxx, Vice President and Treasurer
Taxpayer Identification Number: 00-0000000
Encore Rewards, Inc., a Delaware corporation
CORPORATE By:
SEAL ----------------------------------------------------
Xxxxxxx X. Xxxxx, Vice President and Treasurer
Taxpayer Identification Number: 00-0000000
Leisurepath, Inc., a Florida corporation
CORPORATE By:
SEAL ----------------------------------------------------
Xxxxxxx X. Xxxxx, Vice President and Treasurer
Taxpayer Identification Number: 00-0000000
BXG Realty, Inc., a Delaware corporation
CORPORATE By:
SEAL ----------------------------------------------------
Xxxxxxx X. Xxxxx, Vice President and Treasurer
Taxpayer Identification Number: 00-0000000
Page 13
Mystic Shores Realty, Inc., a Texas corporation
CORPORATE By:
SEAL ----------------------------------------------------
Xxxxxxx X. Xxxxx, Vice President and Treasurer
Taxpayer Identification Number: 00-0000000
Brickshire Realty, Inc., a Virginia corporation
CORPORATE By:
SEAL ----------------------------------------------------
Xxxxxxx X. Xxxxx, Vice President and Treasurer
Taxpayer Identification Number: 00-0000000
Catawba Falls, LLC, a North Carolina limited
liability company
CORPORATE By:
SEAL ----------------------------------------------------
Xxxxxxx X. Xxxxx, Manager
Taxpayer Identification Number: 00-0000000
Preserve at Jordan Lake Realty, Inc., a
North Carolina corporation
CORPORATE By:
SEAL ----------------------------------------------------
Xxxxxxx X. Xxxxx, Vice President and Treasurer
Taxpayer Identification Number: 00-0000000
Bluegreen Purchasing & Design, Inc., a Florida
corporation
CORPORATE By:
SEAL ----------------------------------------------------
Xxxxxxx X. Xxxxx, Vice President and Treasurer
Taxpayer Identification Number: 00-0000000
Great Vacation Destinations, Inc., a Florida
corporation
CORPORATE By:
SEAL ----------------------------------------------------
Xxxxxxx X. Xxxxx, Vice President and Treasurer
Taxpayer Identification Number: 00-0000000
Lake Ridge Realty, Inc., a Texas corporation
CORPORATE By:
SEAL ----------------------------------------------------
Xxxxxxx X. Xxxxx, Vice President and Treasurer
Taxpayer Identification Number: 00-0000000
Page 14
Bluegreen Communities of Texas, L.P., a Delaware
limited partnership
By: Bluegreen Southwest Land, Inc., a Delaware
corporation, its General Partner
CORPORATE By:
SEAL -----------------------------------------------
Xxxxxxx X. Xxxxx, Vice President and Treasurer
Taxpayer Identification Number: 00-0000000
Pinnacle Vacations, Inc., a Delaware corporation
CORPORATE By:
SEAL ----------------------------------------------------
Xxxxxxx X. Xxxxx, Vice President and Treasurer
Taxpayer Identification Number: 00-0000000
Bluegreen Communities of Georgia, LLC, a Georgia
limited liability company
CORPORATE By:
SEAL ----------------------------------------------------
Xxxxxxx X. Xxxxx, Manager
Taxpayer Identification Number: 00-0000000
Bluegreen Communities of Georgia Realty, Inc.,
a Georgia corporation
CORPORATE By:
SEAL ----------------------------------------------------
Xxxxxxx X. Xxxxx, Vice President and Treasurer
Taxpayer Identification Number: 00-0000000
BXG Realty Tenn, Inc., a Tennessee corporation
CORPORATE By:
SEAL ----------------------------------------------------
Xxxxxxx X. Xxxxx, Vice President and Treasurer
Taxpayer Identification Number: 00-0000000
Mountain Lakes Realty, Inc., a Texas corporation
CORPORATE By:
SEAL ----------------------------------------------------
Xxxxxxx X. Xxxxx, Vice President and Treasurer
Taxpayer Identification Number: 00-0000000
[ACKNOWLEDGMENTS APPEAR ON FOLLOWING PAGE]
Page 15
State of Florida )
) SS:
County of Palm Beach )
The foregoing instrument was acknowledged before me this ___ day of July, 2006,
by Xxxxxxx X. Xxxxx, as Vice President and Treasurer of Bluegreen Carolina
Lands, LLC, a Delaware limited liability company, on behalf of the company. He
is personally known to me or has produced a driver's license, passport or
military identification, or other form of identification and did not take an
oath.
Print or Stamp Name: _______________________
Notary Public, State of Florida at Large
Commission No.: ____________________________
State of Florida )
) SS:
County of Palm Beach )
The foregoing instrument was acknowledged before me this ___ day of July, 2006,
by Xxxxxxx X. Xxxxx, as Manager of Catawba Falls, LLC, a North Carolina limited
liability company, on behalf of the company. He is personally known to me or has
produced a driver's license, passport or military identification, or other form
of identification and did not take an oath.
Print or Stamp Name: _______________________
Notary Public, State of Florida at Large
Commission No.: ____________________________
State of Florida )
) SS:
County of Palm Beach )
The foregoing instrument was acknowledged before me this ___ day of July, 2006,
by Xxxxxxx X. Xxxxx, as Vice President and Treasurer of Bluegreen Interiors,
LLC, a Delaware limited liability company, on behalf of the company. He is
personally known to me or has produced a driver's license, passport or military
identification, or other form of identification and did not take an oath.
Print or Stamp Name: _______________________
Notary Public, State of Florida at Large
Commission No.: ____________________________
Page 16
State of Florida )
) SS:
County of Palm Beach )
The foregoing instrument was acknowledged before me this ___ day of July, 2006,
by Xxxxxxx X. Xxxxx, as Manager of Bluegreen Communities of Georgia, LLC, a
Georgia limited liability company, on behalf of the company. He is personally
known to me or has produced a driver's license, passport or military
identification, or other form of identification and did not take an oath.
Print or Stamp Name: _______________________
Notary Public, State of Florida at Large
Commission No.: ____________________________
State of Florida )
) SS:
County of Palm Beach )
The foregoing instrument was acknowledged before me this ___ day of July, 2006,
by Xxxxxxx X. Xxxxx, as Vice President and Treasurer of Bluegreen Southwest
Land, Inc., a Delaware corporation, the sole general partner of Bluegreen
Communities of Texas, L.P., a Delaware limited partnership, on behalf of the
corporation and as an act of the partnership. He is personally known to me or
has produced a driver's license, passport or military identification, or other
form of identification and did not take an oath.
Print or Stamp Name: _______________________
Notary Public, State of Florida at Large
Commission No.: ____________________________
State of Florida )
) SS:
County of Palm Beach )
The foregoing instrument was acknowledged before me this ___ day of July, 2006,
by Xxxxxxx X. Xxxxx, as Vice President and Treasurer of Bluegreen Southwest
Land, Inc., a Delaware corporation, the sole general partner of Bluegreen
Southwest One, L.P., a Delaware limited partnership, on behalf of the
corporation and as an act of the partnership. He is personally known to me or
has produced a driver's license, passport or military identification, or other
form of identification and did not take an oath.
Print or Stamp Name: _______________________
Notary Public, State of Florida at Large
Commission No.: ____________________________
Page 17
State of Florida )
) SS:
County of Palm Beach )
The foregoing instrument was acknowledged before me this ___ day of July, 2006,
by Xxxxxxx X. Xxxxx, as Vice President and Treasurer of Bluegreen Resorts
Management, Inc., a Delaware corporation, as Vice President and Treasurer of
Bluegreen Resorts International, Inc., a Delaware corporation, as Vice President
and Treasurer of travelheads, inc., a Florida corporation, as Vice President and
Treasurer of Encore Rewards, Inc., a Delaware corporation, as Vice President and
Treasurer of Leisurepath, Inc., a Florida corporation, as Senior Vice President,
Chief Financial Officer and Treasurer of Bluegreen Corporation, a Massachusetts
corporation, as Vice President and Treasurer of Bluegreen Vacations Unlimited,
Inc., a Florida corporation, as Vice President and Treasurer of Bluegreen
Holding Corporation (Texas), a Delaware corporation, as Vice President and
Treasurer of Bluegreen Asset Management Corporation, a Delaware corporation, as
Vice President and Treasurer of Bluegreen Corporation of Tennessee, a Delaware
corporation, as Vice President and Treasurer of Bluegreen Corporation of the
Rockies, a Delaware corporation, as Vice President and Treasurer of Carolina
National Golf Club, Inc., a North Carolina corporation, as Vice President and
Treasurer of Leisure Capital Corporation, a Vermont corporation, as Vice
President and Treasurer of Bluegreen West Corporation, a Delaware corporation,
as Vice President and Treasurer of Bluegreen Golf Clubs, Inc., a Delaware
corporation, as Vice President and Treasurer of Bluegreen Southwest Land, Inc.,
a Delaware corporation, as Vice President and Treasurer of New England
Advertising Corporation, a Vermont corporation, as Vice President and Treasurer
of Bluegreen Guaranty Corporation, a Florida corporation f/k/a South Florida
Aviation, Inc., a Florida corporation, as Vice President and Treasurer of Jordan
Lake Preserve Corporation, a North Carolina corporation, as Vice President and
Treasurer of Leisure Communication Network, Inc., a Delaware corporation, as
Vice President and Treasurer of Managed Assets Corporation, a Delaware
corporation, as Vice President and Treasurer of BXG Realty, Inc., a Delaware
corporation, as Treasurer of Mystic Shores Realty, Inc., a Texas corporation, as
Vice President and Treasurer of Brickshire Realty, Inc., a Virginia corporation,
as Vice President and Treasurer of Preserve at Jordan Lake Realty, Inc., a North
Carolina corporation, as Vice President and Treasurer of Bluegreen Purchasing &
Design, Inc., a Florida corporation, as Vice President and Treasurer of Great
Vacation Destinations, Inc., a Florida corporation, as Vice President and
Treasurer of Lake Ridge Realty, Inc., a Texas corporation, a Delaware
corporation, as Vice President and Treasurer of Pinnacle Vacations, Inc., a
Delaware corporation, as Vice President and Treasurer of Bluegreen Communities
of Georgia Realty, Inc., a Georgia corporation, as Vice President and Treasurer
of BXG Realty Tenn, Inc., a Tennessee corporation, as Vice President and
Treasurer of Bluegreen Properties of Virginia, Inc., a Delaware corporation, and
as Vice President and Treasurer of Mountain Lakes Realty, Inc., a Texas
corporation, on behalf of each corporation. He is personally known to me or has
produced a driver's license, passport or military identification, or other form
of identification and did not take an oath.
Print or Stamp Name: _______________________
Notary Public, State of Florida at Large
Commission No.: ____________________________
Page 18
SCHEDULE 1
Bluegreen Corporation ("Bluegreen") has formed a statutory business trust,
Business Statutory Trust V ("BST V") for the purpose of issuing trust preferred
securities and investing the proceeds thereof in junior subordinated debentures.
On July 21, 2006, BST V issued $15.0 million of trust preferred
securities. BST V used the proceeds from issuing the trust preferred securities
to purchase an identical amount of junior subordinated debentures from
Bluegreen. Interest on the junior subordinated debentures and distributions on
the trust preferred securities will be payable quarterly in arrears at a fixed
rate of 10.28% through September 30, 2011, and thereafter at a variable rate of
interest, per annum, reset quarterly, equal to the 3-month LIBOR plus 4.85%
until the scheduled maturity date of September 30, 2036. Distributions on the
trust preferred securities will be cumulative and based upon the liquidation
value of the trust preferred security. The trust preferred securities will be
subject to mandatory redemption, in whole or in part, upon repayment of the
junior subordinated debentures at maturity or their earlier redemption. The
junior subordinated debentures are redeemable five years from the issue date or
sooner following certain specified events. In addition, Bluegreen invested
$464,000 to BST V in exchange for 100% of its common securities. Those proceeds
were also used to purchase an identical amount of junior subordinated debentures
from Bluegreen. The terms of BST V's common securities are nearly identical to
the trust preferred securities.
The issuances of trust preferred securities was part of a larger pooled
trust securities offerings which was not registered under the Securities Act of
1933. Proceeds will be used for general corporate purposes.
Page 19
