FOURTH AMENDMENT TO CREDIT AGREEMENT
This Fourth Amendment to Credit Agreement ("Fourth Amendment") dated as of the
13th day of May, 1997 among X. Xxxxxxxxx Enterprises, Inc. ("Company"),
Hovnanian Enterprises, Inc. ("Hovnanian"), the subsidiaries of Hovnanian listed
on the signature pages of this Fourth Amendment (each, together with Hovnanian,
a "Guarantor" and collectively the "Guarantors") and
PNC Bank, National Association (formerly known as Midlantic Bank, N.A.) ("PNC"),
The Chase Manhattan Bank (formerly Chemical Bank) ("Chase"), CoreStates Bank,
N.A. (formerly Meridian Bank) ("CoreStates"), NationsBank, National Association
("NationsBank"), First National Bank of Boston ("Bank of Boston"), Bank of
America Illinois ("B of A Illinois"), The First National Bank of Chicago ("First
of Chicago"), Comerica Bank ("Comerica") and Credit Lyonnais New York Branch
("Credit Lyonnais") (each such banking institution individually referred to as a
"Bank" and collectively as the "Banks"), and PNC Bank, National Association
(formerly known as Midlantic Bank, N.A.), as Agent for the Banks ("Agent").
BACKGROUND
WHEREAS, pursuant to that certain Credit Agreement, dated as of July 30, 1993,
among the Company, certain Guarantors named therein or thereafter added, the
Banks named therein, and the Agent (as the same was amended by a certain
Amendment to Credit Agreement dated as of July 19, 1994 (the "Amendment"), a
certain Second Amendment to Credit Agreement dated as of April 28, 1995 ("Second
Amendment") and a certain Third Amendment to Credit Agreement dated as of June
4, 1996 ("Third Amendment") and may be further amended or supplemented from time
to time, the "Credit Agreement"), the Banks named therein agreed to make certain
loans and extend credit to the Company;
WHEREAS, the performance by the Company of its obligations under the Credit
Agreement and the Notes is guaranteed, jointly and severally, by the Guarantors
pursuant to the Guaranties of the Guarantors to each of the Banks (collectively,
the "Guaranties");
WHEREAS, pursuant to a certain Joinder Agreement and related agreements dated
December 8, 1993, PNC Bank, National Association ("PNC") joined in the Revolving
Credit Commitment and thereby became an Additional Bank under the Credit
Agreement;
WHEREAS, pursuant to a certain Joinder Agreement ("Meridian Joinder") and
related agreements dated January 26, 1994, Meridian (now known as CoreStates
Bank, N.A.) joined in the Revolving Credit Commitment and has thereby become an
Additional Bank under the Credit Agreement;
WHEREAS, pursuant to the Amendment, NationsBank, Bank of Boston, and
Continental Bank (now known as Bank of America Illinois) joined in the Revolving
Credit Commitment and thereby became Additional Banks thereunder, and the
parties made certain other modifications in their financing arrangements;
WHEREAS, pursuant to Section 8.7(c) of the Credit Agreement and to a certain
Joinder Agreement and related agreements dated August 31, 1994, Bank of America
National Trust and Savings Association ("B of A") joined in the Revolving Credit
Commitment and thereby became the Additional Bank referred to in said Section
8.7(c) of the Credit Agreement resulting in an increase in the total amount of
Revolving Credit Commitments to $215,000,000;
WHEREAS, B of A Illinois has obtained by assignment the Revolving Credit
Commitment, Revolving Credit Note and outstanding Revolving Credit Loans of B of
A and has succeeded to the rights, title, interest and obligations of B of A
with respect thereto and under the Credit Agreement and related agreements and
documents;
WHEREAS, as of the date of the Third Amendment, First of Chicago obtained by
assignment the Revolving Credit Commitment, Revolving Credit Note and
outstanding Revolving Credit Loans of NBD Bank ("NBD") and succeeded to the
rights, title, interest and obligations of NBD with respect thereto and under
the Credit Agreement and related agreements and documents;
WHEREAS, as of the date of the Third Amendment, Midlantic (now known as PNC
Bank, National Association) obtained by assignment the Revolving Credit
Commitment, Revolving Credit Note and outstanding Revolving Credit Loans of PNC
and succeeded to the rights, title, interest and obligations of PNC with respect
thereto and under the Credit Agreement and related agreements and
documents;
WHEREAS, as of the date of the Third Amendment, the Revolving Credit Commitment
of Summit Bank (formerly known as United Jersey Bank) in the amount of
$20,000,000 was terminated and all outstanding Revolving Credit Loans (with
interest accrued to the date of payment) owed to such Bank were thereupon paid
in full;
WHEREAS, pursuant to the terms of the Third Amendment, Comerica and Credit
Lyonnais joined in the Revolving Credit Commitment (each in the amount of
$20,000,000) and thereby became Additional Banks under the Credit Agreement;
and
WHEREAS, the Company, the Guarantors, the Banks and the Agent desire to further
modify the provisions of the Credit Agreement under the terms and conditions set
forth in this Fourth Amendment.
NOW, THEREFORE, with the foregoing Background incorporated by reference and
made part hereof, and intending to be legally bound, the parties hereto promise
and agree as follows:
1. All terms used herein as defined terms and not herein defined shall have
the respective meanings ascribed to them in the Credit Agreement.
2. The definitions of "Commitment Termination Date," "Initial Libor Margin,"
"Initial Prime Margin," "Libor," "Libor Based Rate," "Prime Based Rate" and
"Prime Rate" contained in Paragraph 1.1 of the Loan Agreement are hereby deleted
and respectively replaced in their entirety by the following new definitions:
"Commitment Termination Date" shall mean, with respect to each
Bank, March 31, 2000, provided, however, that on or before March 31
of each year, each Bank will review its respective commitment and, in
its sole discretion, may extend the Commitment Termination Date for
a period of twelve months, provided, that in no event shall the
Commitment Termination Date be so extended unless and until all
Banks agree to such extension in writing.
"Initial Libor Margin" shall mean 200 basis points prior to the date of
the Third Amendment, 175 basis points between the date of the Third
Amendment and the date of the Fourth Amendment, and 162.5 basis
points thereafter.
"Initial Prime Margin" shall mean 50 basis points prior to the date of
the Third Amendment, 25 basis points between the date of the Third
Amendment and the date of the Fourth Amendment, and 12.5 basis points
thereafter.
"Libor" shall mean, with respect to a specified Interest Period, that
rate of interest per annum determined by the Agent (whose determination
shall be final and conclusive save for any manifest error) to be equal
to the average of the rates per annum (set forth on Telerate display
page 3750 or such other display page on the Telerate System as may
replace such page to evidence the average of rates quoted by banks
designated by the British Bankers' Association (or appropriate successor
or, if the British Bankers' Association or its successor ceases to
provide such quotes, a comparable replacement determined by the Agent)
at which deposits of United States Dollars of an amount comparable to
the amount of the borrowing hereunder or the outstanding principal
amount, as the case may be, from the Banks, and for a period equal to
the duration of the specified Interest Period, are offered to the Agent
in the London Interbank Eurodollar Market at or about eleven a.m.
(London time) on the second Business Day immediately preceding the
first day of such Interest Period for delivery on the first day of such
Interest Period.
"Libor Based Rate" shall mean, with respect to a specified Interest
Period, that rate of interest per annum which is equal to Libor as
determined by the Agent plus the Applicable Libor Margin, plus, the
cost (as determined by the Agent whose determination shall be final and
conclusive save for manifest error) of maintaining the Reserve
Percentage required for eurocurrency funding (currently referred to as
"Eurocurrency Liabilities" in Regulation D of the Regulations of the
Board of Governors of the Federal Reserve System).
"Prime Rate" shall mean the fluctuating rate of interest announced from
time to time by the Agent as its "prime rate," "prime lending rate,"
"base rate" or "base lending rate." This rate of interest is determined
from time to time by the Agent as a means of pricing some loans to
customers and is neither tied to any external rate of interest or index
nor does it necessarily reflect the lowest rate of interest actually
charged by the Agent or any Bank to any particular class or category of
customers of the Agent or any Bank.
"Prime Based Rate" shall mean that rate of interest per annum which is
equal to the Prime Rate of the Agent, plus the Applicable Prime Margin.
Notwithstanding anything to the contrary contained in, or any
calculation otherwise resulting from, the definition of Adjusted Prime
Margin, the Prime Based Rate shall at no time be less than the Prime
Rate.
3. The following new definitions are hereby added to and deemed incorporated
into (in their respective alphabetical order) Section 1.1 of the Credit
Agreement:
"Federal Funds Rate" means on any one day the weighted average of the
rate on overnight Federal Funds Transactions with members of the Federal
Reserve System only arranged by Federal Funds Brokers as published as of
such day by the Federal Reserve Bank of New York or if not so published,
the rate then used by First Class Banks in extending overnight loans to
other First Class Banks.
"Fourth Amendment" means that certain Fourth Amendment to Credit
Agreement dated May ___, 1997 among the Company, the Guarantors
identified therein, the Banks identified therein and the Agent.
4. The definition of "Loan Percentage" in Paragraph 1.1 of the Credit
Agreement is modified to delete therefrom the words "as of the date of
acceleration of the obligations of Company to the Banks hereunder" and replace
them with the words "as of the date a remittance is to be made by the Agent to
the Banks hereunder."
5. Paragraph 2.1 of the Credit Agreement is modified to (a) delete the ","
after the word "Percentages" in the 17th line of such paragraph and replace it
with a "." and (b) delete all the words in such paragraph beginning with the
word "provided" in the 17th line and ending with the words "Subsection 2.2" in
the 29th line.
6. Paragraph 2.4(a) of the Credit Agreement is modified to (a) delete from
the 2nd line thereof the words "each relevant Bank" and replace them with the
words "the Agent" and (b) delete from the 4th line thereof the words "one (1)
Business Day's" and insert in the 5th line thereof the words "on the day the
Revolving Credit Loan is to be made" after the words "irrevocable notice
thereof."
7. Paragraph 2.4 of the Credit Agreement is modified to add a new
subparagraph (c) to read as follows:
(c) (i) All requests by the Company for Revolving Credit Loans shall
be made by 11:00 a.m., New Jersey time, on the day specified in
subparagraph (a) hereof. Upon receiving a request for a Revolving
Credit Loan in accordance with subparagraphs (a) and (c) hereof, Agent
shall notify all Banks of the request as soon as practical thereafter in
writing by facsimile transmission, but no later than twelve o'clock
(12:00) noon, New Jersey time or as soon as is reasonably practicable
thereafter. Each Bank shall remit its applicable Revolving Credit
Commitment Percentage of the requested Revolving Credit Loan to Agent by
remitting federal funds immediately available, to Agent pursuant to
Agent's instructions prior to two-thirty (2:30) p.m. New Jersey time on
the date the Revolving Credit Loan is to be made. Subject to the
satisfaction of the terms and conditions hereof, Agent shall make the
requested Revolving Credit Loan available to the Company (to the extent
of those portions of the Revolving Credit Loan actually received from
the Banks) by crediting such amount to the Company's operating account
with Agent as soon as reasonably practicable after two-thirty (2:30)p.m.
New Jersey time on the day the requested Revolving Credit Loan is to be
made. If any Bank fails to make available to the Agent on a timely
basis, as provided above, its applicable share of the requested
Revolving Credit Loan, the Agent shall also be entitled to advance on
behalf of such Bank, at the sole discretion of the Agent, the share of
such Bank and then recover from such Bank (together with the amount so
advanced) interest at the Federal Funds Rate on such unpaid share for
each day such amount is not so remitted to the Agent.
(ii) All requests by the Company for Swing Line Loans shall be made by
two o'clock (2:00) p.m. New Jersey time, on the day such Loan is to be
made and, subject to the terms and conditions of this Agreement, the
Swing Line Lender shall make the requested Swing Line Loan available to
the Company by crediting such amount to the Company's operating account
with Agent as soon as reasonably practicable thereafter.
8. Paragraph 2.5 of the Credit Agreement is modified to delete (beginning in
the 3rd line thereof) the words "respective offices of the Banks as stated in
the respective Notes, or at such other place as any Bank may from time to time
designate" and replace them with the words "offices of the Agent, for the
benefit of each Bank, as set forth in this Agreement, or at such other place as
the Agent may from time to time designate."
9. Paragraph 2.7 of the Credit Agreement is modified to (a) delete the
parenthetical in the 8th through 10th lines thereof, (b) delete from the 4th to
the last and 3rd to the last lines thereof the words "except as otherwise
required to achieve compliance with Subsection 6.2(w) hereof," and (c) delete
the words "each relevant Bank" from the 6th to the last line of such paragraph
and replace them with the words "the Agent".
10. Notwithstanding any term or provision to the contrary contained in
Paragraph 2.8 of the Credit Agreement, the following administrative procedures
shall hereafter be applicable with respect to the issuance of Letters of Credit
under the Credit Agreement:
(a) The Company shall provide to the Agent a copy of each application
submitted to an LOC Bank for the issuance of a Letter of Credit,
contemporaneously with the submission thereof to such LOC Bank. The LOC Bank
shall provide to the Agent a copy of each Letter of Credit, and each amendment
to a Letter of Credit, upon issuance thereof.
(b) The original of each xxxx from an LOC Bank for administrative or
amendment fees with respect to Letters of Credit shall be forwarded to the Agent
which shall provide the Company not later than the fifth day of each month, with
a monthly xxxx covering administrative and amendment fees as well as commissions
for new and renewed Letters of Credit (based upon Letter of Credit documentation
and bills provided to the Agent). For the purposes of such billing procedure,
the Agent shall use a commission period equal to the lesser of six (6) months or
the term of the Letter of Credit. Payments by the Company of such xxxxxxxx
shall be made not later than the last day of the month in which it receives the
above described billing.
11. Paragraph 3.1(a) of the Credit Agreement is modified to (a) delete the
words "such Bank" from the 7th line thereof and replace them with the words
"under the terms hereof," (b) delete the words "or such other period as may be
permitted by any Bank" from the 12th line thereof, (c)delete the words "such
Bank" in the 13th line thereof and replace them with the words "the Agent," and
(d) add the following as a new last sentence to such paragraph: "At no time
shall the Banks be obligated to advance more than six (6) Revolving Credit Loans
in any calendar month, provided however that if such monthly maximum has been
reached, the Company may nevertheless request additional Revolving Credit Loans
from the Banks (subject to the conditions precedent specified in Subsection 5.2
hereof), only to the extent necessary to satisfy its obligation set forth in the
next to last sentence of Subsection 2.2 hereof."
12. Paragraph 3.1(d) of the Credit Agreement is modified to (a) delete the
words "such Bank" in the 8th line thereof and replace them with the words "the
Agent" and (b) delete the words "that Bank" at the end of such paragraph and
replace them with the words "the Agent."
13. Paragraph 3.5 of the Credit Agreement is modified to (a) delete the words
"each Bank" in the 1st line thereof and replace them with the words "the Agent,
for the benefit of each Bank," (b) following the percentage "one-half of one
percent (1/2%)" in the second line thereof, insert the phrase", and commencing
as of the date of the Fourth Amendment, three-eighths of one percent (3/8%),"
(c)delete the word "first" in the 9th line thereof and replace it with the word
"fifteenth," and (d) add the following as a new last sentence to such paragraph:
"The Agent shall provide the Company with a xxxx
for such fee within five (5) days of the end of each quarter."
14. Paragraph 3.6 of the Credit Agreement is modified to add the words "the
Agent for the benefit of" in the second line thereof immediately prior to the
words "the Banks."
15. Paragraph 6.2(d) of the Credit Agreement is modified to (a) insert a ";"
after the number "$5,000,000" at the end of the clause (xii) thereof and delete
the word "and" after such number, (b) delete the "." at the end of clause (xiii)
thereof and insert in its place a ";" and the word "and," and (c)add a new
clause (xiv) at the end of such paragraph to read as follows:
"(xiv) Investments in funds holding assets primarily consisting
of those described in clause (iii) hereof."
16. The Credit Agreement is further modified to delete paragraph 6.2(w) of the
Credit Agreement in its entirety.
17. Paragraph 8.3 of the Credit Agreement is deleted in its entirety and is
replaced by the following new paragraph 8.3:
"8.3 Payments Prior to Acceleration. Notwithstanding any provision to
the contrary contained in this Agreement, the Notes or any related
agreements, all payments of principal, premium (if any), interest and
fees due and payable to any Bank under this Agreement, the Notes and all
related agreements and documents shall be paid to the Agent which shall
promptly remit all such payments to each Bank in accordance with the
respective Loan Percentage of each Bank. Any payment received by the
Agent in good funds prior to twelve o'clock (12:00) noon on a Business
Day shall be remitted to the Banks on the same Business Day and any
payment thereafter received shall be remitted on the next Business Day.
The Banks shall each be entitled to recover from the Agent interest at
the Federal Funds Rate on any amount not timely remitted to them as
provided above for each day such amount is not so remitted."
18. All Revolving Credit Loans as to which the Alternative Interest Rate is a
Libor Based Rate outstanding as of the date of this Fourth Amendment are listed
on Schedule A attached hereto and made part hereof (hereinafter collectively
called the "Existing Libor Loans"). No modification, termination or pro rata
adjustment shall be made, as a result of the provisions of this Fourth
Amendment, to the outstanding shares of the Existing Libor Loans held by each
Bank, provided, however, that upon the termination of the current Interest
Period with respect to each such Existing Libor Loan such Existing Libor Loan
shall not be renewed and any future borrowing to replace such Existing Libor
Loan shall be made in accordance with the provisions of Paragraph 2.4, as
amended hereby.
19. Contemporaneously with the execution hereof, the Company shall pay to the
Agent, for the benefit of each Bank, an amendment fee, in consideration of the
agreements and undertakings of the Banks set forth in this Fourth Amendment,
equal to three-hundreds of one percent (.03%) of the amount of the Facility
Commitment of each such Bank.
20. The Company hereby warrants and represents as follows:
(a) There is not currently outstanding any Event of Default or any
event which with the giving of notice or the lapse of time or both would
become an Event of Default;
(b) The Company has full power, authority and legal right to execute,
deliver and perform under this Fourth Amendment. The execution,
delivery and performance by the Company of this Fourth Amendment have
been duly authorized by all necessary corporate action and are in
furtherance of its corporate purposes.
(c) The Guarantors each have full power, authority and legal right to
execute, deliver and perform under this Fourth Amendment. The
execution, delivery and performance by each Guarantor of this Fourth
Amendment have been duly authorized by all necessary corporate action
and are in furtherance of its respective corporate purposes.
(d) No consent of any other Person (including shareholders of the
Company or of any of the Guarantors) and no consent, license, approval
or authorization of, or registration or declaration with, any
governmental body, authority, bureau or agency is required in connection
with the execution, delivery and performance by the Company and the
Guarantors of this Fourth Amendment.
(e) The execution, delivery and performance of and compliance with this
Fourth Amendment will not result in any violation of or be in conflict
with or constitute a default under any term of the respective
certificates of incorporation or bylaws of the Company or any Guarantor,
or of any agreement, indenture, mortgage, lease, assignment, note or
other instrument to which the Company or any Guarantor is a party or
which purports to be binding upon any of them or upon any of their
properties or assets, or any judgment, decree, order, law, statute,
ordinance, rule or governmental regulation applicable to any of them
(except to the extent that any such violations, in the aggregate, could
not reasonably be expected to have a Material Adverse Effect), or result
in the creation of an Encumbrance upon any of their properties or assets
pursuant to any such term.
(f) The respective representations and warranties of the Company and
each of the Guarantors contained in the Credit Agreement are true and
complete and correct in all material respects (or as to any
representation or warranty which is expressly qualified by reference to
the term "Material Adverse Effect", then in all respects) as if made on
and as of the date of this Fourth Amendment, except that the following
changes have occurred with respect to the Schedules attached to and made
part of the Credit Agreement:
(i) Schedule 1 has been further modified as a result of the
inclusion of additional Guarantors and other Consolidated Subsidiaries
since the date of the Third Amendment, each Guarantor executing a
separate Joinder Agreement and also executing this Fourth Amendment
in such capacity, and Fourth Supplement to Schedule 1 reflecting the
names and status of all such additional Consolidated Subsidiaries is
attached hereto and made part hereof;
(ii) Eighth Replacement Schedule 9 and Fifth Replacement Schedule
11 attached to this Fourth Amendment are deemed incorporated into the
Credit Agreement and Fourth Supplement to Schedule 1 attached to this
Fourth Amendment is deemed incorporated into Schedule 1 (as previously
amended) to the Credit Agreement.
21. This Fourth Amendment shall amend and be deemed incorporated into the
Credit Agreement as previously amended. To the extent any provision of this
Fourth Amendment is expressly inconsistent with any term or provision of the
Credit Agreement, as previously amended, the terms and provisions of this Fourth
Amendment shall control.
22. This Fourth Amendment may be executed by one or more of the parties hereto
on any number of separate counterparts, and all of said counterparts taken
together shall be deemed and constitute one and the same instrument.
IN WITNESS WHEREOF, the Company, Hovnanian, the Guarantors, the Banks and the
Agent have each executed this Fourth Amendment as of the date first above
written.
X. XXXXXXXXX ENTERPRISES, INC.
By:
J. Xxxxx Xxxxxx
Senior Vice President,
Treasurer and Chief Financial Officer
DRYER ASSOCIATES, INC.
HOVNANIAN ENTERPRISES, INC.
0515 CO., INC.
CEDAR HILL WATER WORKS CORPORATION
CEDAR HILL SEWER WORKS CORPORATION
ARROW PROPERTIES, INC.
EASTERN NATIONAL TITLE INSURANCE AGENCY, INC.
EASTERN NATIONAL TITLE INSURANCE AGENCY I, INC.
EASTERN TITLE AGENCY, INC.
EXC, INC.
X. XXXXXXXXX AT HOPEWELL III INC.
X. XXXXXXXXX AT XXXXX XX, INC.
(f/k/a X. XXXXXXXXX AT DOVER TOWNSHIP, INC.)
X. XXXXXXXXX AT MONTVILLE, INC.
X. XXXXXXXXX AT ATLANTIC CITY, INC.
HOVNANIAN AT TARPON LAKES I, INC.
HOVNANIAN AT TARPON LAKES II, INC.
HOVNANIAN DEVELOPMENTS OF FLORIDA, INC.
HOVNANIAN GEORGIA, INC.
HOVNANIAN OF PALM BEACH, INC.
HOVNANIAN OF PALM BEACH, II, INC.
HOVNANIAN OF PALM BEACH, III, INC.
HOVNANIAN OF PALM BEACH, IV, INC.
HOVNANIAN OF PALM BEACH, V, INC.
HOVNANIAN OF PALM BEACH, VI, INC.
HOVNANIAN OF PALM BEACH, VII, INC.
HOVNANIAN OF PALM BEACH, VIII, INC.
HOVNANIAN OF PALM BEACH, IX, INC.
HOVNANIAN OF PALM BEACH, X, INC.
HOVNANIAN OF PALM BEACH, XI, INC.
MONTEGO BAY II ACQUISITION CORP., INC.
HOVNANIAN PENNSYLVANIA, INC.
HOVNANIAN PROPERTIES OF ATLANTIC COUNTY, INC.
HOVNANIAN TEXAS, INC.
JERSEY CITY XXXXXXXX CSP, INC.
X. XXXXXXXXX AT ASHBURN VILLAGE
X. XXXXXXXXX AT XXXXXX OAKS, INC.
X. XXXXXXXXX AT KINGS GRANT I, INC.
X. XXXXXXXXX AT XXXXXXXX II, INC.
X. XXXXXXXXX AT PERKIOMEN I, INC.
X. XXXXXXXXX AT BRANCHBURG I, INC.
X. XXXXXXXXX AT BRANCHBURG II, INC.
X. XXXXXXXXX AT BRANCHBURG III, INC.
X. XXXXXXXXX AT BRIDGEWATER V, INC.
X. XXXXXXXXX AT BRIDGEWATER II, INC.
X. XXXXXXXXX AT EAST BRUNSWICK, VIII, INC.
(f/k/a X. XXXXXXXXX AT BRIDGEWATER III, INC.)
X. XXXXXXXXX AT BRIDGEWATER IV, INC.
X. XXXXXXXXX AT BULL RUN, INC.
X. XXXXXXXXX AT BURLINGTON, INC.
X. XXXXXXXXX AT CARMEL, INC.
X. XXXXXXXXX AT CAROLINA COUNTY CLUB I, INC.
X. XXXXXXXXX AT CEDAR GROVE I, INC.
X. XXXXXXXXX AT CEDAR GROVE II, INC.
X. XXXXXXXXX AT CHAPEL TRAIL, INC.
X. XXXXXXXXX AT DELRAY BEACH, INC.
X. XXXXXXXXX AT DELRAY BEACH I, INC.
X. XXXXXXXXX AT DELRAY BEACH II, INC.
X. XXXXXXXXX AT OCEAN TOWNSHIP II, INC.
X. XXXXXXXXX AT HORIZON HEIGHTS, INC.
(f/k/a X. XXXXXXXXX AT EAST BRUNSWICK II, INC.)
X. XXXXXXXXX AT KLOCKNER FARMS, INC.
X. XXXXXXXXX COMPANIES JERSEY SHORE, INC.
X. XXXXXXXXX AT EAST BRUNSWICK, INC.
X. XXXXXXXXX AT EMBASSY LAKES INC.
X. XXXXXXXXX AT FAIRWAY VIEWS, INC.
X. XXXXXXXXX AT FT. XXXXX I, INC.
X. XXXXXXXXX AT FT. XXXXX II, INC.
X. XXXXXXXXX AT FREEHOLD TOWNSHIP, INC.
(f/k/a X. XXXXXXXXX AT XXXXXXXX, INC.)
X. XXXXXXXXX AT LAKEWOOD, INC.
(f/k/a X. XXXXXXXXX AT XXXXXXXX III, INC.)
XXXXXXX GROUP, INC.
(f/k/a X. XXXXXXXXX AT XXXXXXXX IV, INC.)
PARTHENON GROUP, INC.
(f/k/a X. XXXXXXXXX AT XXXXXXXX V, INC.)
X. XXXXXXXXX AT MARLBORO TOWNSHIP, INC.
X. XXXXXXXXX AT XXXXX V, INC.
(f/k/a X. XXXXXXXXX AT XXXXXXXX VII, INC.)
X. XXXXXXXXX AT XXXXXXXX VIII, INC.
X. XXXXXXXXX AT READINGTON, INC.
X. XXXXXXXXX AT HALF MOON BAY, INC.
X. XXXXXXXXX AT XXXXXX TOWNSHIP II, INC.
(f/k/a X. XXXXXXXXX AT XXXXXXXX, INC.)
X. XXXXXXXXX AT XXXXXXXX II, INC.
X. XXXXXXXXX AT HOPEWELL I, INC.
X. XXXXXXXXX AT PLAINSBORO III, INC.
(f/k/a X. XXXXXXXXX AT HOPEWELL II, INC. (a 1989 corp.))
X. XXXXXXXXX AT JACKSONVILLE I, INC.
X. XXXXXXXXX AT JACKSONVILLE II, INC.
X. XXXXXXXXX AT XXXXXX BEACH, INC.
X. XXXXXXXXX AT JERSEY CITY I, INC.
X. XXXXXXXXX AT JERSEY CITY II, INC.
X. XXXXXXXXX AT JERSEY CITY III, INC.
X. XXXXXXXXX AT LAKE CHARLESTOWN, INC.
X. XXXXXXXXX COMPANIES OF NORTH JERSEY, INC.
X. XXXXXXXXX AT XXXXXXXX XXXXX, INC.
X. XXXXXXXXX AT XXXXXXXX SQUARE, INC.
X. XXXXXXXXX AT MAHWAH V, INC.
(f/k/a X. XXXXXXXXX AT XXXXXXXX SQUARE II, INC.)
X. XXXXXXXXX AT WALL TOWNSHIP II, INC.
X. XXXXXXXXX AT SOUTH BRUNSWICK II, INC.
X. XXXXXXXXX AT LOWER SAUCON, INC.
X. XXXXXXXXX AT MAHOPAC, INC.
X. XXXXXXXXX AT EAST WINDSOR I, INC.
(f/k/a X. XXXXXXXXX AT MAHWAH I, INC.)
X. XXXXXXXXX AT MAHWAH II, INC.
X. XXXXXXXXX AT MAHWAH III, INC.
X. XXXXXXXXX AT MAHWAH IV, INC.
X. XXXXXXXXX AT MAHWAH VI, INC.
X. XXXXXXXXX AT MEDFORD I, INC.
X. XXXXXXXXX AT MONTCLAIR, INC.
X. XXXXXXXXX AT XXXXXX XXXXX I, INC.
X. XXXXXXXXX AT XXXXXX XXXXX XX, INC.
X. XXXXXXXXX AT MERRIMACK, INC.
X. XXXXXXXXX AT MERRIMACK II, INC.
X. XXXXXXXXX AT XXXXXXXXXX I, INC.
X. XXXXXXXXX AT MONTVILLE, INC.
X. XXXXXXXXX AT WALL TOWNSHIP, INC.
X. XXXXXXXXX AT XXXXX III, INC.
(f/k/a X. XXXXXXXXX AT XXXXXX XX, INC.)
X. XXXXXXXXX AT NEWARK I, INC.
X. XXXXXXXXX AT WALL TOWNSHIP III, INC.
X. XXXXXXXXX AT NEWARK URBAN RENEWAL CORPORATION I, INC.
X. XXXXXXXXX AT NEWARK URBAN RENEWAL CORPORATION II, INC.
X. XXXXXXXXX AT NEWARK URBAN RENEWAL CORPORATION III, INC.
X. XXXXXXXXX AT NEWARK URBAN RENEWAL CORPORATION IV, INC.
X. XXXXXXXXX AT NEWARK URBAN RENEWAL CORPORATION V, INC.
X. XXXXXXXXX AT NORTH BRUNSWICK II, INC.
X. XXXXXXXXX AT NORTH BRUNSWICK III, INC.
X. XXXXXXXXX AT NORTHERN WESTCHESTER, INC.
X. XXXXXXXXX AT OCEAN TOWNSHIP, INC.
X. XXXXXXXXX AT ORLANDO I, INC.
X. XXXXXXXXX AT XXXXXXX XX, INC.
X. XXXXXXXXX AT ORLANDO III, INC.
X. XXXXXXXXX AT XXXXXXX XX, INC.
X. XXXXXXXXX AT PALM BEACH XIII, INC.
X. XXXXXXXXX AT PASCO I, INC.
X. XXXXXXXXX AT XXXXX XX, INC.
X. XXXXXXXXX AT PEEKSKILL, INC.
X. XXXXXXXXX AT MAHWAH VII, INC.
(f/k/a X. XXXXXXXXX AT PISCATAWAY, INC.)
X. XXXXXXXXX AT MONTCLAIR, N.J., INC.
X. XXXXXXXXX AT THE RESERVE AT MEDFORD, INC.
X. XXXXXXXXX AT PLAINSBORO I, INC.
X. XXXXXXXXX AT PORT ST. LUCIE I, INC.
X. XXXXXXXXX AT RIVER OAKS, INC.
X. XXXXXXXXX AT RESERVOIR RIDGE, INC.
(f/k/a X. XXXXXXXXX AT SOMERSET, INC.)
X. XXXXXXXXX AT SOUTH BRUNSWICK, III, INC.
(f/k/a X. XXXXXXXXX AT SOMERSET II, INC.)
X. XXXXXXXXX AT PRINCETON, INC.
(f/k/a X. XXXXXXXXX AT SOMERSET III, INC.)
X. XXXXXXXXX AT XXXXXX TOWNSHIP, INC.
(f/k/a X. XXXXXXXXX AT SOMERSET V, INC.)
X. XXXXXXXXX AT SOMERSET VI, INC.
X. XXXXXXXXX AT SOUTH BRUNSWICK IV, INC.
(f/k/a/ X. XXXXXXXXX AT SOMERSET VII, INC.)
X. XXXXXXXXX AT SOMERSET VIII, INC.
X. XXXXXXXXX AT SOUTH BRUNSWICK, INC.
X. XXXXXXXXX AT SPRING RIDGE, INC.
X. XXXXXXXXX AT SULLY STATION, INC.
X. XXXXXXXXX AT TARPON LAKES III, INC.
X. XXXXXXXXX AT TAUTON, INC.
X. XXXXXXXXX AT BRANCHBURG IV, INC.
(f/k/a X. XXXXXXXXX AT TINTON FALLS, INC.)
X. XXXXXXXXX AT WEST ORANGE, INC.
(f/k/a X. XXXXXXXXX AT TINTON FALLS II, INC.)
X. XXXXXXXXX AT UPPER MERION, INC.
X. XXXXXXXXX AT VALLEYBROOK, INC.
K. HOVNANAIAN AT MARLBORO V, INC.
(f/k/a X. XXXXXXXXX AT WALL TOWNSHIP V, INC.)
X. XXXXXXXXX AT WASHINGTONVILLE, INC.
X. XXXXXXXXX AT XXXXX, INC.
X. XXXXXXXXX AT WESTCHESTER, INC.
X. XXXXXXXXX AT WOODBRIDGE ESTATES, INC.
X. XXXXXXXXX AVIATION, INC.
X. XXXXXXXXX COMPANIES OF FLORIDA, INC.
X. XXXXXXXXX COMPANIES OF MASSACHUSETTS, INC.
X. XXXXXXXXX COMPANIES OF METRO WASHINGTON, INC.
X. XXXXXXXXX COMPANIES NORTHEAST, INC.
X. XXXXXXXXX COMPANIES OF NEW YORK, INC.
X. XXXXXXXXX COMPANIES OF NORTH CAROLINA, INC.
X. XXXXXXXXX COMPANIES OF PENNSYLVANIA, INC. (f/k/a X. XXXXXXXXX
COMPANIES OF THE DELAWARE VALLEY, INC.)
X. XXXXXXXXX DEVELOPMENTS OF METRO WASHINGTON, INC.
X. XXXXXXXXX DEVELOPMENTS OF NEW JERSEY, INC.
X. XXXXXXXXX DEVELOPMENTS OF NEW YORK, INC.
X. XXXXXXXXX EQUITIES, INC.
X. XXXXXXXXX AT MONTVILLE II, INC.
K. HOV INTERNATIONAL, INC.
KINGS GRANT EVESHAM CORP.
X. XXXXXXXXX INVESTMENT PROPERTIES OF NEW JERSEY, INC.
X. XXXXXXXXX MARINE, INC.
X. XXXXXXXXX MORTGAGE USA, INC.
X. XXXXXXXXX OF FLORIDA, INC.
X. XXXXXXXXX AT CAROLINA COUNTRY CLUB, INC.
X. XXXXXXXXX OF PALM BEACH XIII, INC.
X. XXXXXXXXX AT HANOVER, INC.
XXXXX XXXXXXX CONSTRUCTION CO., INC.
(f/k/a XXXXX XXXXXXX RENOVATIONS, INC.)
X. XXXXXXXXX PROPERTIES OF EAST BRUNSWICK II, INC.
X. XXXXXXXXX PROPERTIES OF RED BANK, INC.
(f/k/a X. XXXXXXXXX PROPERTIES OF XXXXXXXX XX, INC.)
X. XXXXXXXXX PROPERTIES OF FRANKLIN, INC.
X. XXXXXXXXX PROPERTIES OF NORTH BRUNSWICK I, INC. (f/k/a X.
XXXXXXXXX PROPERTIES OF XXXXXXXX II, INC.)
X. XXXXXXXXX PROPERTIES OF ORLANDO, INC.
X. XXXXXXXXX REAL ESTATE INVESTMENT, INC.
X. XXXXXXXXX REAL ESTATE OF FLORIDA, INC.
X. XXXXXXXXX PLAINSBORO, II, INC.
LANDARAMA, INC.
X. XXXXXXXXX AT BEDMINSTER, INC.
NEW ENGLAND COMMUNITY MANAGEMENT CO., INC.
NEW X. XXXXXXXXX COMPANIES OF FLORIDA, INC.
X. XXXXXXXXX TREASURE COAST, INC. (f/k/a NEW X. XXXXXXXXX
DEVELOPMENTS OF FLORIDA, INC.)
PIKE UTILITIES, INC.
PINE BROOK CO., INC.
X. XXXXXXXXX AT STONY POINT, INC.
(f/k/a R.C.K. COMMUNITY MANAGEMENT CO., INC.)
RECREATIONAL DEVELOPMENT CORP., INC.
X. XXXXXXXXX AT WALL TOWNSHIP IV, INC.
MONTEGO BAY I ACQUISITION CORP., INC.
SOUTH FLORIDA RESIDENTIAL TITLE AGENCY, INC.
X. XXXXXXXXX AT NORTH BRUNSWICK IV, INC.
(f/k/a THE HERITAGE CLUB AT HOLMDEL, INC.)
THE NEW FORTIS CORPORATION
TROPICAL SERVICE BUILDERS, INC.
WESTERN FINANCIAL SERVICES, INC.
X. XXXXXXXXX COMPANIES OF CENTRAL JERSEY, INC.
X. XXXXXXXXX AT HOLMDEL, INC.
X. XXXXXXXXX PROPERTIES OF ATLANTIC COUNTY, INC.
X. XXXXXXXXX AT XXXXX CREST, INC.
X. XXXXXXXXX AT LAKE CHARLESTON II, INC.
X. XXXXXXXXX AT LAKE CHARLESTON III, INC.
X. XXXXXXXXX COMPANIES OF NORTH CENTRAL JERSEY, INC.
KHIPE, INC.
X. XXXXXXXXX INVESTMENT PROPERTIES, INC.
X. XXXXXXXXX AT BELMONT, INC.
X. XXXXXXXXX AT CAROLINA COUNTRY CLUB II, INC.
X. XXXXXXXXX AT PARK RIDGE, INC.
X. XXXXXXXXX AT VALLEYBROOK II, INC.
X. XXXXXXXXX AT FAIR LAKES, INC.
(f/k/a X. XXXXXXXXX AT WATER'S EDGE, INC.)
X. XXXXXXXXX AT WINSTON TRAILS II, INC.
X. XXXXXXXXX AT FAIR LAKES XXXX, INC.
X. XXXXXXXXX AT PEMBROKE SHORES, INC.
(f/k/a X. XXXXXXXXX AT PEMBROKE ISLES, INC.)
X. XXXXXXXXX AT COCONUT CREEK, INC.
GOVERNOR'S ABSTRACT CO., INC.
X. XXXXXXXXX AT POLO TRACE, INC.
X. XXXXXXXXX COMPANIES OF SOUTH JERSEY, INC.
X. XXXXXXXXX AT PERKIOMEN II, INC.
X. XXXXXXXXX AT XXXXX XX, INC.
X. XXXXXXXXX AT UPPER MAKEFIELD I, INC.
X. XXXXXXXXX COMPANIES OF CALIFORNIA, INC.
X. XXXXXXXXX AT LA TERRAZA, INC.
(f/k/a X. XXXXXXXXX COMPANIES OF SOUTHERN CALIFORNIA I, INC.)
X. XXXXXXXXX DEVELOPMENTS OF CALIFORNIA, INC.
FOUNDERS TITLE AGENCY, INC.
X. XXXXXXXXX AT CAROLINA COUNTRY CLUB III, INC.
KHC ACQUISITION, INC.
STONEBROOK HOMES, INC.
X. XXXXXXXXX AT XXXXXX ROAD, INC.
X. XXXXXXXXX AT BALLANTRAE, INC.
X. XXXXXXXXX AT HIGHLAND VINEYARDS, INC.
X. XXXXXXXXX AT EAST WINDSOR II, INC. (f/k/a X. XXXXXXXXX PROPERTIES
OF XXXXXXXX, INC.)
BALLANTRAE HOME SALES, INC.
X. XXXXXXXXX AT HACKETTSTOWN, INC.
X. XXXXXXXXX AT WILDROSE, INC. (f/k/a X. XXXXXXXXX COMPANIES OF
SOUTHERN CALIFORNIA II, INC.)
X. XXXXXXXXX AT GREENBROOK, INC.
(f/k/a X. XXXXXXXXX AT FAIRWAY ESTATES, INC.,
f/k/a X. XXXXXXXXX AT SPRING MOUNTAIN, INC.)
X. XXXXXXXXX AT CARMEL DEL MAR, INC.
X. XXXXXXXXX AT PRINCETON, INC.
X. XXXXXXXXX AT XXXXXX ESTATES, INC.
X. XXXXXXXXX AT VAIL RANCH, INC.
X. XXXXXXXXX AT RARITAN I, INC.
X. XXXXXXXXX AT CALABRIA, INC.
X. XXXXXXXXX AT BEDMINSTER II, INC.
X. XXXXXXXXX AT BERLIN, INC.
X. XXXXXXXXX FLORIDA REGION, INC.
X. XXXXXXXXX AT MARLBORO TOWNSHIP II, INC.
X. XXXXXXXXX SOUTHEAST FLORIDA, INC.
X. XXXXXXXXX DEVELOPMENTS OF MARYLAND, INC.
X. XXXXXXXXX COMPANIES OF MARYLAND, INC.
X. XXXXXXXXX AT SENECA CROSSING, INC.
X. XXXXXXXXX AT EXETER HILLS, INC.
X. XXXXXXXXX AT EAST BRUNSWICK VI, INC.
X. XXXXXXXXX AT INVERRARY I, INC.
X. XXXXXXXXX AT MAHWAH IX, INC.
X. XXXXXXXXX AT HOPEWELL IV, INC.
X. XXXXXXXXX AT NORTHLAKE, INC.
X. XXXXXXXXX AT LOCUST GROVE I, INC. (f/k/a X. XXXXXXXXX AT
HOPEWELL II, INC. (a 1995 corp.))
X. XXXXXXXXX AT XXXXXXXX III, INC.
X. XXXXXXXXX AT BRIDGEWATER VI, INC.
X. XXXXXXXXX AT CASTILE, INC.
X. XXXXXXXXX AT TIERRASANTA, INC.
X. XXXXXXXXX AT XXXXX VI, INC.
X. XXXXXXXXX AT PRESTON, INC.
X. XXXXXXXXX AT LAKES OF BOCA RATON, INC.
X. XXXXXXXXX AT WINSTON TRAILS, INC.
X. XXXXXXXXX AT EAST BRUNSWICK V, INC.
X. XXXXXXXXX AT MAHWAH VIII, INC.
(f/k/a X. XXXXXXXXX AT XXXXXXXX II, INC.)
BALLANTRAE DEVELOPMENT CORP.
X. XXXXXXXXX AT MARLBORO TOWNSHIP III, INC.
(f/k/a X. XXXXXXXXX PROPERTIES OF NORTH BRUNSWICK III, INC.)
X. XXXXXXXXX AT RANCHO CRISTIANITOS, INC.
X. XXXXXXXXX AT TROVATA, INC.
X. XXXXXXXXX AT THE BLUFF, INC. (f/k/a X. XXXXXXXXX PROPERTIES OF
NORTH BRUNSWICK IV. INC.)
X. XXXXXXXXX AT SCOTCH PLAINS, INC.
(f/k/a X. XXXXXXXXX AT WATCHUNG RESERVE, INC.)
X. XXXXXXXXX AT EAST BRUNSWICK VII, INC.
(f/k/a X. XXXXXXXXX AT WINDSONG EAST BRUNSWICK, INC.)
X. XXXXXXXXX AT SOUTH BRUNSWICK V, INC.
X. XXXXXXXXX AT TANNERY HILL, INC.
X. XXXXXXXXX AT WALL TOWNSHIP VI, INC.
X. XXXXXXXXX AT CRYSTAL SPRINGS, INC.
X. XXXXXXXXX AT THE CEDARS, INC.
X. XXXXXXXXX CONSTRUCTION MANAGEMENT, INC.
X. XXXXXXXXX ACQUISITIONS, INC.
X. XXXXXXXXX AT BURLINGTON II, INC.
X. XXXXXXXXX AT BURLINGTON III, INC.
X. XXXXXXXXX AT MANALAPAN, INC.
X. XXXXXXXXX AT BALLANTREA ESTATES, INC.
X. XXXXXXXXX AT SMITHVILLE, INC.
X. XXXXXXXXX AT XXXXXXXXX, INC.
(f/k/a X. XXXXXXXXX AT HERSHEY'S MILL, INC. (a NJ corp.))
X. XXXXXXXXX AT UPPER FREEHOLD TOWNSHIP I, INC.
X. XXXXXXXXX AT HERSHEY'S MILL, INC. (a PA corp.)
BALLANTRAE MARINA, INC.
X. XXXXXXXXX AT XXXXXXXX IV, INC.
X. XXXXXXXXX AT DOMINION RIDGE, INC.
X. XXXXXXXXX AT WALL TOWNSHIP VII, INC.
X. XXXXXXXXX AT PORT IMPERIAL NORTH, INC.
X. XXXXXXXXX AT UNION TOWNSHIP I, INC.
X. XXXXXXXXX AT MANALAPAN II, INC.
X. XXXXXXXXX AT XXXXXXX XXXXX, INC.
X. XXXXXXXXX AT HOPEWELL V, INC.
X. XXXXXXXXX AT HOPEWELL VI, INC.
X. XXXXXXXXX AT XXXXXXXXX, INC.
X. XXXXXXXXX AT XXXXX VII, INC.
X. XXXXXXXXX AT SCOTCH PLAINS II, INC.
X. XXXXXXXXX AT MARLBORO TOWNSHIP IV, INC.
X.XXXXXXXXX AT PORT IMPERIAL URBAN RENEWAL, INC.
X. XXXXXXXXX AT EAST WHITELAND I, INC.
X. XXXXXXXXX AT STONEGATE, INC.
X. XXXXXXXXX AT SYCAMORE, INC.
X. XXXXXXXXX AT SAN SEVAINE, INC.
X. XXXXXXXXX AT CRESTLINE, INC.
X. XXXXXXXXX COMPANIES OF SOUTHERN CALIFORNIA, INC.
X. XXXXXXXXX AT SMITHVILLE II, INC.
X. XXXXXXXXX AT STONE CANYON, INC.
By:
J. Xxxxx Xxxxxx
Senior Vice President, Treasurer and Chief Financial Officer of
each of the foregoing corporations
PNC BANK, NATIONAL ASSOCIATION, AS AGENT
By:
Name: Xxxxxxx X. Xxxx
Title: Vice President
PNC BANK, NATIONAL ASSOCIATION
By:
Name: Xxxxxxx X. Xxxx
Title: Vice President
THE CHASE MANHATTAN BANK
By:
Name:
Title:
THE FIRST NATIONAL BANK OF CHICAGO
By:
Name:
Title:
CORESTATES BANK, N.A.
By:
Name:
Title:
NATIONSBANK, NATIONAL ASSOCIATION
By:
Name:
Title:
FIRST NATIONAL BANK OF BOSTON
By:
Name:
Title:
BANK OF AMERICA ILLINOIS
By:
Name:
Title:
COMERICA BANK
By:
Name:
Title:
CREDIT LYONNAIS NEW YORK BRANCH
By:
Name:
Title:
