FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT
EXHIBIT 10.1
FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT
THIS FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT (this “Amendment”) is made as of the 1st day of November, 2006, by and among ▇.▇. ▇▇▇▇▇▇, INC., a Delaware corporation (the “Borrower”), the lenders listed on the signature pages hereof (collectively referred to herein as the “Lenders”), the Guarantors listed on Schedule 1 attached hereto (each a “Guarantor” and collectively, the “Guarantors”), WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent for the Lenders (the “Administrative Agent”), Swingline Lender and a Letter of Credit Issuer.
R E C I T A L S:
The Borrower, the Administrative Agent and the Lenders have entered into that certain Revolving Credit Agreement dated as of December 16, 2005 (the “Credit Agreement”). Capitalized terms used in this Amendment which are not otherwise defined in this Amendment shall have the respective meanings assigned to them in the Credit Agreement.
The Borrower, the Administrative Agent and the Lenders desire to amend the Credit Agreement to extend the maturity of the Credit Agreement, to increase the Total Revolving Credit Commitment thereunder and to make other such changes as the parties hereunder deem appropriate.
NOW, THEREFORE, in consideration of the Recitals and the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower, the Guarantors, the Administrative Agent and the Lenders, intending to be legally bound hereby, agree as follows:
SECTION 1. Recitals. The Recitals are incorporated herein by reference and shall be deemed to be a part of this Amendment.
SECTION 2. Amendments.
2.1 The definition of “Maturity Date” in Section 1.1 of the Credit Agreement is hereby amended by deleting “December 16, 2010” and inserting “December 16, 2011” in lieu thereof.
2.2 The definition of “Total Revolving Credit Commitment” in Section 1.1 of the Credit Agreement is hereby amended by deleting “$2,150,000,000” and inserting “$2,500,000,000” in lieu thereof.
2.3 Schedule 2.1 to the Credit Agreement is replaced in its entirety with Schedule 2.1 attached to this Amendment.
SECTION 3. Conditions to Effectiveness. The effectiveness of this Amendment and the obligations of the Lenders hereunder are subject to satisfaction of the following conditions:
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(a) receipt by the Administrative Agent from the Borrower, the Guarantors, the Administrative Agent and the Lenders constituting Required Lenders (as defined in the Credit Agreement) of a duly executed counterpart of this Amendment;
(b) the fact that the representations and warranties of the Borrower and each Guarantor contained in Article 5 of the Credit Agreement and Section 5 of this Amendment shall be true on and as of the date hereof;
(c) receipt by the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, of (i) a new Revolving Credit Note payable to the order of each Subsequent Lender (if any), and (ii) a replacement Revolving Credit Note payable to the order of each Increasing Lender, in each case executed by the Borrower;
(d) receipt by the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, of an Incumbency Certificate of the Borrower reflecting the Authorized Signatories;
(e) receipt by the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, of corporate resolutions of the Borrower certified by an officer of the Borrower and authorizing the Borrower to enter into this Amendment and executed the new Revolving Credit Notes and the replacement Revolving Credit Notes referred to in Section 3 (c) hereof;
(f) receipt by the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, of an Incumbency Certificate of each Guarantor reflecting the Authorized Signatories;
(g) receipt by the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, of resolutions of each Guarantor to execute this Amendment;
(h) payment by the Borrower of all fees and expenses (including without limitation the fees and expense of counsel to the Administrative Agent) payable on the date of this Amendment to the Lenders and the Administrative Agent; and
(i) receipt of such other documents that the Administrative Agent may reasonably require.
SECTION 4. No Other Amendment. Except for the amendments set forth herein, the text of the Credit Agreement shall remain unchanged and in full force and effect. This Amendment is not intended to effect, nor shall it be construed as, a novation. The Credit Agreement and this Amendment shall be construed together as a single agreement. Nothing herein contained shall waive, annul, vary or affect any provision, condition, covenant or agreement contained in the Credit Agreement, except as herein amended or waived, nor affect or impair any rights, powers or remedies under the Credit Agreement as hereby amended. The Lenders and the Administrative Agent do hereby reserve all of their rights and remedies against all parties who may be or may hereafter become secondarily liable for the repayment of the Obligations. The Borrower promises and agrees to perform all of the requirements, conditions, agreements and obligations under the terms of the Credit Agreement, as heretofore and hereby
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amended, the Credit Agreement, as amended, being hereby ratified and affirmed. The Borrower hereby expressly agrees that the Credit Agreement, as amended, is in full force and effect.
SECTION 5. Representations and Warranties. The Borrower and each Guarantor hereby represents and warrants to the Administrative Agent and the Lenders as follows:
(a) No Default or Event of Default under the Credit Agreement has occurred and is continuing on the date hereof.
(b) The Borrower and each Guarantor each has the power and authority to enter into this Amendment and to do all acts and things as are required or contemplated hereunder, or thereunder, to be done, observed and performed by it.
(c) The execution, delivery and performance by each of the Borrower and each Guarantor of this Amendment and each Loan Document to which such Person is a party that is being delivered in connection with this Amendment have been duly authorized by all necessary corporate or other organizational action, and do not and will not (i) contravene the terms of any of such Person’s Organizational Documents or Authority Documents, (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under, any contractual obligation to which such Person is party or another order, injunction, writ or decree of any Governmental Authority to which such Person or its property is subject, or (iii) violate any Applicable Law.
(d) This Amendment and each Loan Document being delivered in connection with this Amendment have each been duly executed and delivered by the Borrower and each Guarantor that is party hereto and thereto. This Amendment and each such Loan Document each constitutes the legal, valid and binding obligation of the Borrower and each Guarantor that is a party thereto, enforceable against the Borrower and each Guarantor in accordance with its terms, except as enforceability may be limited by applicable Debtor Relief Laws and general principles of equity.
SECTION 6. Subsequent Lenders. The signature page of any Subsequent Lender to this Amendment shall be deemed also to be a signature page of such Subsequent Lender to the Credit Agreement (as amended by this Amendment), thereby satisfying the requirement of Section 2.10 (b)(ii)(C) of the Credit Agreement that each Subsequent Lender execute a signature page to the Credit Agreement.
SECTION 7. Counterparts. This Amendment may be executed in multiple counterparts, each of which shall be deemed to be an original and all of which, taken together, shall constitute one and the same agreement.
SECTION 8. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NORTH CAROLINA; PROVIDED THAT THE ADMINISTRATIVE AGENT, LETTER OF CREDIT ISSUERS AND LENDERS SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.
SECTION 9. Consent by Guarantors. The Guarantors consent to the this Amendment. Each Guarantor promises and agrees to perform all of the requirements, conditions, agreements and obligations under the terms of the Subsidiary Guaranty to which it is a party, such Subsidiary
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Guaranty being hereby ratified and affirmed. Each Guarantor hereby expressly agrees that the Subsidiary Guaranty to which it is a party is in full force and effect.
SECTION 10. Other Agents. As of the date hereof, Barclays Bank PLC shall be a Co-Documentation Agent under the Credit Agreement; provided, however, that in accordance with Section 9.10 of the Credit Agreement, no Lender identified on the facing page or signature pages of the Credit Agreement or identified in this Amendment as a “documentation agent” or similar title shall have any right, power, obligation, liability, responsibility, or duty under the Credit Agreement, as amended by this Amendment, other than those applicable to all Lenders as such. Without limiting the foregoing, no Lender so identified shall have or be deemed to have any fiduciary relationship with any Lender.
[Signature Pages Follow]
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IN WITNESS WHEREOF, the parties hereto have executed and delivered, or have caused their respective duly authorized officers or representatives to execute and deliver, this Amendment as of the day and year first above written.
| BORROWER: | ||
| ▇.▇. ▇▇▇▇▇▇, INC., a Delaware corporation | ||
| By: | /s/▇▇▇▇ ▇. ▇▇▇▇▇ | |
| Name: | ▇▇▇▇ ▇. ▇▇▇▇▇ | |
| Title: | Executive Vice President and Chief Financial Officer | |
SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT
| GUARANTORS: | ||
| By: | /s/ ▇▇▇▇ ▇. ▇▇▇▇▇ | |
| ▇▇▇▇ ▇. ▇▇▇▇▇, in the capacities described and on behalf of the entities set forth in Exhibit A | ||
| By: | /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
| ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, in the capacities described and on behalf of the entities set forth in Exhibit A | ||
SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT
EXHIBIT A
INITIAL GUARANTORS as of December 16, 2005
C. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Builders, Inc., a Virginia corporation, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as Chief Financial Officer
CH Investments of Texas, Inc., a Delaware corporation, by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ in his capacity as Vice President, Secretary and Treasurer
CHI Construction Company, an Arizona corporation, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as Chief Financial Officer
CHTEX of Texas, Inc., a Delaware corporation, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as Chief Financial Officer
Continental Homes, Inc., a Delaware corporation, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as Chief Financial Officer
Continental Homes of Texas, L.P., a Texas limited partnership, by CHTEX of Texas, Inc., its General Partner, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as Chief Financial Officer
Continental Residential, Inc., a California corporation, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as Chief Financial Officer
▇.▇. ▇▇▇▇▇▇ - Emerald, Ltd., a Texas limited partnership, by ▇▇▇▇▇▇▇ I, Ltd., its General Partner, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as Chief Financial Officer
▇.▇. ▇▇▇▇▇▇, Inc. - Birmingham, an Alabama corporation, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as Chief Financial Officer
▇.▇. ▇▇▇▇▇▇, Inc. - Chicago, a Delaware corporation, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as Chief Financial Officer
▇.▇. ▇▇▇▇▇▇, Inc. - Denver, a Delaware corporation, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as Chief Financial Officer
▇.▇. ▇▇▇▇▇▇, Inc. - ▇▇▇▇▇-▇▇▇▇▇, a Delaware corporation, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as Chief Financial Officer
▇.▇. ▇▇▇▇▇▇, Inc. - Greensboro, a Delaware corporation, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as Chief Financial Officer
▇.▇. ▇▇▇▇▇▇, Inc. - Jacksonville, a Delaware corporation, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as Chief Financial Officer
▇.▇. ▇▇▇▇▇▇, Inc. - Louisville, a Delaware corporation, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as Chief Financial Officer
▇.▇. ▇▇▇▇▇▇, Inc. - Minnesota, a Delaware corporation, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as Chief Financial Officer
▇.▇. ▇▇▇▇▇▇, Inc. - New Jersey, a Delaware corporation, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as Chief Financial Officer
▇.▇. ▇▇▇▇▇▇, Inc. - Portland, a Delaware corporation, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as Chief Financial Officer
▇.▇. ▇▇▇▇▇▇, Inc. - Sacramento, a California corporation, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as Chief Financial Officer
▇.▇. ▇▇▇▇▇▇, Inc. - Torrey, a Delaware corporation, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as Chief Financial Officer
▇.▇. ▇▇▇▇▇▇ Los Angeles Holding Company, Inc., a California corporation, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as Chief Financial Officer
▇.▇. ▇▇▇▇▇▇ Management Company, Ltd., a Texas limited partnership, by ▇▇▇▇▇▇▇ I, Ltd., its General Partner, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as Chief Financial Officer
▇.▇. ▇▇▇▇▇▇ Materials, Inc., a Delaware corporation, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as Chief Financial Officer
▇.▇. ▇▇▇▇▇▇ Orange County, Inc. (f/k/a DRH Regrem IX, Inc.), a Delaware corporation, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as Chief Financial Officer
▇.▇. ▇▇▇▇▇▇ San Diego Holding Company, Inc., a California corporation, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as Chief Financial Officer
▇.▇. ▇▇▇▇▇▇ - Texas, Ltd., a Texas limited partnership, by ▇▇▇▇▇▇▇ I, Ltd., its General Partner, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as Chief Financial Officer
DRH Cambridge Homes, Inc., a California corporation, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as Chief Financial Officer
DRH Cambridge Homes, LLC, a Delaware limited liability company, by ▇.▇. ▇▇▇▇▇▇, Inc. - Chicago, a managing member, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as Chief Financial Officer
DRH Construction, Inc., a Delaware corporation, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as Chief Financial Officer
▇.▇. ▇▇▇▇▇▇ Materials, Inc., a Delaware corporation, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as Chief Financial Officer
▇. ▇. ▇▇▇▇▇▇, Inc. - Fresno (f/k/a DRH Regrem IV, Inc.), a Delaware corporation, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as Chief Financial Officer
▇.▇. ▇▇▇▇▇▇, Inc. - Gulf Coast (f/k/a DRH Regrem V, Inc.), a Delaware corporation, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as Chief Financial Officer
DRH Regrem VII, LP, a Texas limited partnership, by ▇▇▇▇▇▇▇ I, Ltd., its General Partner, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as Chief Financial Officer
DRH Regrem VIII, LLC, a Delaware limited liability company, by ▇.▇. ▇▇▇▇▇▇, Inc. - Chicago, a managing member, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as Chief Financial Officer
DRH Southwest Construction, Inc., California corporation, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as Chief Financial Officer
DRH Tucson Construction, Inc., a Delaware corporation, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as Chief Financial Officer
DRHI, Inc., a Delaware corporation, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as Chief Financial Officer
KDB Homes, Inc., a Delaware corporation, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as Chief Financial Officer
▇▇▇▇▇▇▇ I, Ltd., a Delaware corporation, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as Chief Financial Officer
▇▇▇▇▇▇▇ II, Ltd., a Delaware corporation, by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ in his capacity as Vice President, Secretary and Treasurer
▇▇▇▇▇▇▇ VIII, Ltd., a Delaware corporation, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as Chief Financial Officer
▇▇▇▇▇▇▇ IX, Inc., a New Jersey corporation, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as Chief Financial Officer
▇▇▇▇▇▇▇ X, Inc., a New Jersey corporation, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as Chief Financial Officer
SGS Communities at Grande Quay, LLC, a New Jersey limited liability company, by ▇▇▇▇▇▇▇ IX, Inc., a managing member, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as Chief Financial Officer
▇.▇. ▇▇▇▇▇▇-▇▇▇▇▇▇▇ Homes, LLC, a Delaware limited liability company, by Vertical Construction Corporation, a manager, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as Chief Financial Officer
HPH Homebuilders 2000, L.P., a California limited partnership, by Western Pacific Housing Management, Inc., a General Partner, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as Chief Financial Officer
Melody Homes, Inc., a Delaware corporation, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as Chief Financial Officer
Melmort Co., a Colorado corporation, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as Chief Financial Officer
▇▇▇▇▇▇▇ Homes of Arizona LLC, a Delaware limited liability company, by SRHI LLC, a managing member, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as Chief Financial Officer
▇▇▇▇▇▇▇ Homes of California, Inc., a California corporation, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as Chief Financial Officer
▇▇▇▇▇▇▇ Homes of Oregon, Inc., a Oregon corporation, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as Chief Financial Officer
▇▇▇▇▇▇▇ Homes of Washington, Inc., a Washington corporation, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as Chief Financial Officer
▇▇▇▇▇▇▇ Mortgage, Inc., a Delaware corporation, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as Chief Financial Officer
▇▇▇▇▇▇▇ Realty Hawaii, Inc., a Hawaii corporation, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as Chief Financial Officer
SHA Construction LLC, a Delaware limited liability company, by SRHI, LLC, a managing member, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as Chief Financial Officer
SHLR of California, Inc., a California corporation, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as Chief Financial Officer
SHLR of Colorado, Inc., a Colorado corporation, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as Chief Financial Officer
SHLR of Nevada, Inc., a Nevada corporation, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as Chief Financial Officer
SHLR of Utah, Inc., a Utah corporation, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as Chief Financial Officer
SHLR of Washington, Inc., a Washington corporation, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as Chief Financial Officer
SRHI LLC, a Delaware limited liability company, by SHLR of Nevada, Inc., a managing member, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as Chief Financial Officer
SSHI LLC, a Delaware limited liability company, by SHLR of Washington, a managing member, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as Chief Financial Officer
The Club at Pradera, Inc., a Delaware corporation, by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ in his capacity as Vice President
Vertical Construction Corporation, a Delaware corporation, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as Chief Financial Officer
Western Pacific Funding, Inc., a California corporation, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as Executive Vice President
Western Pacific Housing Co., a California limited partnership, by Western Pacific Housing Management, Inc., its General Partner, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as Chief Financial Officer
Western Pacific Housing Management, Inc., a California corporation, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as Chief Financial Officer
Western Pacific Housing, Inc., a Delaware corporation, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as Chief Financial Officer
Western Pacific Housing-Antigua, LLC, a Delaware limited liability company, by Western Pacific Housing Management, Inc., its managing member, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as Chief Financial Officer
Western Pacific Housing-Aviara, L.P., a California limited partnership, by Western Pacific Housing Management, Inc., its General Partner, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as Chief Financial Officer
Western Pacific Housing-Boardwalk, LLC, a Delaware limited liability company, by Western Pacific Housing Management, Inc., its manager, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as Chief Financial Officer
Western Pacific Housing-Broadway, LLC, a Delaware limited liability company, by Western Pacific Housing Management, Inc., its manager member, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as
Chief Financial Officer
Western Pacific Housing-Canyon Park, LLC, a Delaware limited liability company, by Western Pacific Housing Management, Inc., its managing member, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as Chief Financial Officer
Western Pacific Housing-Carmel, LLC, a Delaware limited liability company, by Western Pacific Housing Management, Inc., its managing member, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as Chief Financial Officer
Western Pacific Housing-▇▇▇▇▇▇▇▇, LLC, a Delaware limited liability company, by Western Pacific Housing Management, Inc., its managing member, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as Chief Financial Officer
Western Pacific Housing-Communications Hill, LLC, a Delaware limited liability company, by Western Pacific Housing Management, Inc., its managing member, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as Chief Financial Officer
Western Pacific Housing-Copper Canyon, LLC, a Delaware limited liability company, by Western Pacific Housing Management, Inc., its managing member, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as Chief Financial Officer
Western Pacific Housing-Creekside, LLC, a Delaware limited liability company, by Western Pacific Housing Management, Inc., its managing member, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as Chief Financial Officer
Western Pacific Housing-▇▇▇▇▇▇ City, L.P., a California limited partnership, by Western Pacific Housing Management, Inc., its General Partner, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as Chief Financial Officer
Western Pacific Housing-Del ▇▇▇▇▇, LLC, a Delaware limited liability company, by Western Pacific Housing Management, Inc., its managing member, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as Chief Financial Officer
Western Pacific Housing-Lomas Verdes, LLC, a Delaware limited liability company, by Western Pacific Housing Management, Inc., its managing member, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as Chief Financial Officer
Western Pacific Housing-Lost Hills Park, LLC, a Delaware limited liability company, by Western Pacific Housing Management, Inc., its managing member, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as Chief Financial Officer
Western Pacific Housing-▇▇▇▇▇▇▇▇▇ Canyon, LLC, a Delaware limited liability company, by Western Pacific Housing Management, Inc., its managing member, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his
capacity as Chief Financial Officer
Western Pacific Housing-Mountaingate, L.P. a California limited partnership, by Western Pacific Housing Management, Inc., its General Partner, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as Chief Financial Officer
Western Pacific Housing-Norco Estates, LLC, a Delaware limited liability company, by Western Pacific Housing Management, Inc., its managing member, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as Chief Financial Officer
Western Pacific Housing-Oso, L.P., a California limited partnership, by Western Pacific Housing Management, Inc., its General Partner, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as Chief Financial Officer
Western Pacific Housing-Pacific Park II, LLC, a Delaware limited liability company, by Western Pacific Housing Management, Inc., its managing member, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as Chief Financial Officer
Western Pacific Housing-Park Avenue East, LLC, a Delaware limited liability company, by Western Pacific Housing Management, Inc., its manager, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as Chief Financial Officer
Western Pacific Housing-Park Avenue West, LLC, a Delaware limited liability company, by Western Pacific Housing Management, Inc., its manager, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as Chief Financial Officer
Western Pacific Housing-Playa Vista, LLC, a Delaware limited liability company, by Western Pacific Housing Management, Inc., its manager, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as Chief Financial Officer
Western Pacific Housing-Poinsettia, L.P., a California limited partnership, by Western Pacific Housing Management, Inc., its General Partner, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as Chief Financial Officer
Western Pacific Housing-River Ridge, LLC, a Delaware limited liability company, by Western Pacific Housing Management, Inc., its manager, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as Chief Financial Officer
Western Pacific Housing-Robinhood Ridge, LLC, a Delaware limited liability company, by Western Pacific Housing Management, Inc., its managing member, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as Chief Financial Officer
Western Pacific Housing-Santa Fe, LLC, a Delaware limited liability company, by Western Pacific Housing Management, Inc., its managing member, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as
Chief Financial Officer
Western Pacific Housing-Scripps II, LLC, a Delaware limited liability company, by Western Pacific Housing Management, Inc., its managing member, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as Chief Financial Officer
Western Pacific Housing-Scripps, L.P., a California limited partnership, by Western Pacific Housing Management, Inc., its General Partner, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as Chief Financial Officer
Western Pacific Housing-Seacove, L.P., a California limited partnership, by Western Pacific Housing Management, Inc., its General Partner, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as Chief Financial Officer
Western Pacific Housing-Studio 528, LLC, a Delaware limited liability company, by Western Pacific Housing Management, Inc., its manager, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as Chief Financial Officer
Western Pacific Housing-Terra Bay Duets, LLC, a Delaware limited liability company, by Western Pacific Housing Management, Inc., its manager, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as Chief Financial Officer
Western Pacific Housing-Torrance, LLC, a Delaware limited liability company, by Western Pacific Housing Management, Inc., its manager, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as Chief Financial Officer
Western Pacific Housing-Torrey Commercial, LLC, a Delaware limited liability company, by Western Pacific Housing Management, Inc., its managing member, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as Chief Financial Officer
Western Pacific Housing-▇▇▇▇▇▇ ▇▇▇▇▇▇▇, LLC, a Delaware limited liability company, by Western Pacific Housing Management, Inc., its manager, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as Chief Financial Officer
Western Pacific Housing-Torrey Multi-Family, LLC, a Delaware limited liability company, by Western Pacific Housing Management, Inc., its managing member, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as Chief Financial Officer
Western Pacific Housing-Torrey Village Center, LLC, a Delaware limited liability company, by Western Pacific Housing Management, Inc., its managing member, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as Chief Financial Officer
Western Pacific Housing-Vineyard Terrace, LLC, a Delaware limited liability company, by Western Pacific Housing Management, Inc., its managing member, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as Chief Financial Officer
Western Pacific Housing-Windemere, LLC, a Delaware limited liability company, by Western Pacific Housing Management, Inc., its manager, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as Chief Financial Officer
Western Pacific Housing-Windflower, L.P., a California limited partnership, by Western Pacific Housing Management, Inc., its General Partner, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as Chief Financial Officer
WPH-Camino ▇▇▇▇, LLC, a Delaware limited liability company, by Western Pacific Housing Management, Inc., its managing member, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as Chief Financial Officer
DRH Regrem X, Inc., a Delaware corporation, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as Chief Financial Officer
DRH Regrem XI, Inc. a Delaware corporation, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as Chief Financial Officer
DRH Regrem XII, LP, a Texas limited partnership, by ▇▇▇▇▇▇▇ I, Ltd., its General Partner, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as Chief Financial Officer
ADDITIONAL GUARANTORS as of June 13, 2006
▇.▇. ▇▇▇▇▇▇, Inc. B Los Angeles, a Delaware corporation, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as Executive Vice President and Chief Financial Officer
DRH Regrem XIII, Inc., a Delaware corporation, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as Executive Vice President and Chief Financial Officer
DRH Regrem XIV, Inc., a Delaware corporation, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as Executive Vice President and Chief Financial Officer
DRH Regrem XV, Inc., a Delaware corporation, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as Executive Vice President and Chief Financial Officer
DRH Regrem XVI, Inc., a Delaware corporation, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as Executive Vice President and Chief Financial Officer
DRH Regrem XVII, Inc., a Delaware corporation, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as Executive Vice President and Chief Financial Officer
DRH Regrem XVIII, Inc., a Delaware corporation, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as Executive Vice President and Chief Financial Officer
DRH Regrem XIX, Inc., a Delaware corporation, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as Executive Vice President and Chief Financial Officer
DRH Regrem XX, Inc., a Delaware corporation, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as Executive Vice President and Chief Financial Officer
DRH Regrem XXI, Inc., a Delaware corporation, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as Executive Vice President and Chief Financial Officer
DRH Regrem XXII, Inc., a Delaware corporation, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as Executive Vice President and Chief Financial Officer
DRH Regrem XXIII, Inc., a Delaware corporation, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as Executive Vice President and Chief Financial Officer
DRH Regrem XXIV, Inc., a Delaware corporation, by ▇▇▇▇ ▇. ▇▇▇▇▇ in his capacity as Executive Vice President and Chief Financial Officer
| WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent | ||
| By: | /s/ R. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ | |
| Name: | R. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ | |
| Title: | Senior Vice President | |
SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT
| WACHOVIA BANK, NATIONAL ASSOCIATION, as a Lender, Swingline Lender and a Letter of Credit Issuer | ||
| By: | /s/ R. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ | |
| Name: | R. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ | |
| Title: | Senior Vice President | |
SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT
| THE ROYAL BANK OF SCOTLAND, PLC, as a Lender | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇▇▇▇ | |
| Title: | Managing Director | |
SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT
| BANK OF AMERICA, N.A., as a Lender | ||
| By: | /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |
| Title: | Vice President | |
SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT
| CALYON NEW YORK BRANCH, as a Lender | ||
| By: | /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇. ▇▇▇▇▇ | |
| Title: | Managing Director | |
| By: | /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
| Title: | Managing Director | |
SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT
| CITICORP, N.A., as a Lender | ||
| By: | /s/ Malay ▇▇▇▇▇ | |
| Name: | Malay ▇▇▇▇▇ | |
| Title: | Vice President | |
SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT
| JPMORGAN CHASE BANK, N.A., as a Lender | ||
| By: | /s/ ▇▇▇▇ ▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇ ▇▇▇▇▇▇ | |
| Title: | Vice President | |
SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT
| UBS LOAN FINANCE LLC, as a Lender | ||
| By: | /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
| Title: | Director | |
| By: | /s/ ▇▇▇▇ ▇. ▇▇▇▇ | |
| Name: | ▇▇▇▇ ▇. ▇▇▇▇ | |
| Title: | Associate Director | |
SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT
| BNP PARIBAS, as a Lender | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |
| Title: | Managing Director | |
| By: | /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ | |
| Title: | Vice President | |
SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT
| SUNTRUST BANK, as a Lender | ||
| By: | /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | |
| Title: | Senior Vice President | |
SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT
| U.S. BANK NATIONAL ASSOCIATION, as a Lender | ||
| By: | /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ | |
| Title: | Vice President | |
SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT
| WASHINGTON MUTUAL BANK, as a Lender | ||
| By: | /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |
| Title: | Vice President | |
SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT
| AMSOUTH BANK, as a Lender | ||
| By: | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |
| Title: | AVP | |
SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT
| THE BANK OF NOVA SCOTIA, as a Lender | ||
| By: | /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |
| Title: | Managing Director | |
SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT
| SCOTIABANC INC., as a Lender | ||
| By: | /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |
| Title: | Managing Director | |
SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT
| BARCLAYS BANK PLC, as a Lender | ||
| By: | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Title: | Associate Director | |
SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT
| COMERICA BANK, as a Lender | ||
| By: | /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | |
| Title: | Vice President | |
SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT
| ▇▇▇▇▇▇ ▇▇▇, as a Lender | ||
| By: | /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
| Title: | Vice President | |
SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT
| LLOYDS TSB BANK PLC, as a Lender | ||
| By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Title: | VP & Manager – Business Development C.B. C103 | |
| By: | /s/ Mario Del Duca | |
| Name: | Mario Del Duca | |
| Title: | Assistant Vice President | |
| Global Corporate Banking D029 | ||
SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT
| NATEXIS BANQUES POPULAIRES, as a Lender | ||
| By: | /s/ ▇▇▇▇▇-▇▇▇▇▇ Dugeny | |
| Name: | ▇▇▇▇▇-▇▇▇▇▇ Dugeny | |
| Title: | Managing Director – Real Estate Finance | |
| By: | /s/ Guillaume De Parscau | |
| Name: | Guillaume De Parscau | |
| Title: | Managing Director – Business Development | |
SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT
| GUARANTY BANK, as a Lender | ||
| By: | /s/ ▇▇▇ ▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇ ▇▇▇▇▇▇▇ | |
| Title: | Senior Vice President | |
SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT
| EMIGRANT BANK, as a Lender | ||
| By: | /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | |
| Title: | Managing Director | |
SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT
| PNC BANK, NA, as a Lender | ||
| By: | /s/ ▇▇▇▇▇ Sim | |
| Name: | ▇▇▇▇▇ Sim | |
| Title: | Vice President | |
SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT
| THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND, as a Lender | ||
| By: | /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Title: | Director | |
| By: | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Title: | Manager | |
SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT
| CALIFORNIA BANK & TRUST, a California banking corporation, as a Lender | ||
| By: | /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. | |
| Name: | ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. | |
| Title: | Vice President | |
SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT
| CITY NATIONAL BANK, a national banking association, as a Lender | ||
| By: | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Title: | Vice President | |
SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT
| FIFTH THIRD BANK, as a Lender | ||
| By: | /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
| Title: | Vice President | |
SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT
| MIZUHO CORPORATE BANK, LTD., as a Lender | ||
| By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Title: | Deputy General Manager | |
SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT
| SOCIÉTÉ GÉNÉRALE, as a Lender | ||
| By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | |
| Title: | Vice President | |
SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT
| CHEVY CHASE BANK, F.S.B., as a Lender | ||
| By: | /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | |
| Title: | Vice President | |
SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT
| COMPASS BANK, as a Lender | ||
| By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ | |
| Title: | Senior Vice President | |
SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT
| AMERICAN SAVINGS BANK FSB, as a Lender | ||
| By: | /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇. ▇▇▇▇▇ | |
| Title: | Vice President | |
| By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇ | |
| Name: | ▇▇▇▇▇▇▇ ▇▇▇ | |
| Title: | Vice President | |
SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT
| BANK OF HAWAII, as a Lender | ||
| By: | /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
| Title: | Vice President | |
SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT
| FIRST HAWAIIAN BANK, as a Lender | ||
| By: | /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | |
| Title: | Vice President | |
SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT
| THE NORTHERN TRUST COMPANY, as a Lender | ||
| By: | /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Title: | Second Vice President | |
SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT
| ▇▇▇▇▇ ▇▇▇ COMMERCIAL BANK, LTD., NEW YORK BRANCH, as a Lender | ||
| By: | /s/ ▇▇▇ ▇. ▇. ▇▇▇▇ | |
| Name: | ▇▇▇ ▇. ▇. ▇▇▇▇ | |
| Title: | VP & General Manager | |
SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT
| LEGACY TEXAS BANK, as a Lender | ||
| By: | /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |
| Title: | Senior Vice President | |
SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT
| MEGA INTERNATIONAL COMMERCIAL BANK CO., LTD. NEW YORK BRANCH (f/k/a “INTERNATIONAL COMMERCIAL BANK OF CHINA, NEW YORK AGENCY”), as a Lender | ||
| By: | /s/ Nae-▇▇▇ Lung | |
| Name: | Nae-▇▇▇ Lung | |
| Title: | SVP & General Manager | |
SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT
| MALAYAN BANKING BERHAD, NEW YORK BRANCH, as a Lender | ||
| By: | /s/ Fauzi Zulkifll | |
| Name: | Fauzi Zulkifll | |
| Title: | General Manager | |
SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT
| NATIONAL CITY BANK, as a Lender | ||
| By: | /s/ ▇▇▇▇ ▇. Best | |
| Name: | ▇▇▇▇ ▇. Best | |
| Title: | Sr. Vice President | |
SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT
| COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES, as a Lender | ||
| By: | /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Title: | Vice President | |
| By: | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇ ▇▇▇▇▇ | |
| Title: | Assistant Cashier | |
SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT
SCHEDULE 1
GUARANTORS
INITIAL GUARANTORS as of December 16, 2005
C. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Builders, Inc., a Virginia corporation
CH Investments of Texas, Inc., a Delaware corporation
CHI Construction Company, an Arizona corporation
CHTEX of Texas, Inc., a Delaware corporation
Continental Homes, Inc., a Delaware corporation
Continental Homes of Texas, L.P., a Texas limited partnership
Continental Residential, Inc., a California corporation
▇.▇. ▇▇▇▇▇▇ - Emerald, Ltd., a Texas limited partnership
▇.▇. ▇▇▇▇▇▇, Inc. - Birmingham, an Alabama corporation
▇.▇. ▇▇▇▇▇▇, Inc. - Chicago, a Delaware corporation
▇.▇. ▇▇▇▇▇▇, Inc. - Denver, a Delaware corporation
▇.▇. ▇▇▇▇▇▇, Inc. - ▇▇▇▇▇-▇▇▇▇▇, a Delaware corporation
▇.▇. ▇▇▇▇▇▇, Inc. - Greensboro, a Delaware corporation
▇.▇. ▇▇▇▇▇▇, Inc. - Jacksonville, a Delaware corporation
▇.▇. ▇▇▇▇▇▇, Inc. - Louisville, a Delaware corporation
▇.▇. ▇▇▇▇▇▇, Inc. - Minnesota, a Delaware corporation
▇.▇. ▇▇▇▇▇▇, Inc. - New Jersey, a Delaware corporation
▇.▇. ▇▇▇▇▇▇, Inc. - Portland, a Delaware corporation
▇.▇. ▇▇▇▇▇▇, Inc. - Sacramento, a California corporation
▇.▇. ▇▇▇▇▇▇, Inc. - Torrey, a Delaware corporation
▇.▇. ▇▇▇▇▇▇ Los Angeles Holding Company, Inc., a California corporation
▇.▇. ▇▇▇▇▇▇ Management Company, Ltd., a Texas limited partnership
▇.▇. ▇▇▇▇▇▇ Materials, Inc., a Delaware corporation
▇.▇. ▇▇▇▇▇▇ Orange County, Inc. (f/k/a DRH Regrem IX, Inc.), a Delaware corporation
▇.▇. ▇▇▇▇▇▇ San Diego Holding Company, Inc., a California corporation
▇.▇. ▇▇▇▇▇▇ - Texas, Ltd., a Texas limited partnership
DRH Cambridge Homes, Inc., a California corporation
DRH Cambridge Homes, LLC, a Delaware limited liability company
DRH Construction, Inc., a Delaware corporation
▇.▇. ▇▇▇▇▇▇ Materials, Inc., a Delaware corporation
▇. ▇. ▇▇▇▇▇▇, Inc. - Fresno (f/k/a DRH Regrem IV, Inc.), a Delaware corporation
▇.▇. ▇▇▇▇▇▇, Inc. - Gulf Coast (f/k/a DRH Regrem V, Inc.), a Delaware corporation
DRH Regrem VII, LP, a Texas limited partnership
DRH Regrem VIII, LLC, a Delaware limited liability company
DRH Southwest Construction, Inc., California corporation
DRH Tucson Construction, Inc., a Delaware corporation
DRHI, Inc., a Delaware corporation
KDB Homes, Inc., a Delaware corporation
▇▇▇▇▇▇▇ I, Ltd., a Delaware corporation
▇▇▇▇▇▇▇ II, Ltd., a Delaware corporation
▇▇▇▇▇▇▇ VIII, Ltd., a Delaware corporation
▇▇▇▇▇▇▇ IX, Inc., a New Jersey corporation
▇▇▇▇▇▇▇ X, Inc., a New Jersey corporation
SGS Communities at Grande Quay, LLC, a New Jersey limited liability company
▇.▇. ▇▇▇▇▇▇-▇▇▇▇▇▇▇ Homes, LLC, a Delaware limited liability company
HPH Homebuilders 2000, L.P., a California limited partnership
Melody Homes, Inc., a Delaware corporation
Melmort Co., a Colorado corporation
▇▇▇▇▇▇▇ Homes of Arizona LLC, a Delaware limited liability company
▇▇▇▇▇▇▇ Homes of California, Inc., a California corporation
▇▇▇▇▇▇▇ Homes of Oregon, Inc., a Oregon corporation
▇▇▇▇▇▇▇ Homes of Washington, Inc., a Washington corporation
▇▇▇▇▇▇▇ Mortgage, Inc., a Delaware corporation
▇▇▇▇▇▇▇ Realty Hawaii, Inc., a Hawaii corporation
SHA Construction LLC, a Delaware limited liability company
SHLR of California, Inc., a California corporation
SHLR of Colorado, Inc., a Colorado corporation
SHLR of Nevada, Inc., a Nevada corporation
SHLR of Utah, Inc., a Utah corporation
SHLR of Washington, Inc., a Washington corporation
SRHI LLC, a Delaware limited liability company
SSHI LLC, a Delaware limited liability company
The Club at Pradera, Inc., a Delaware corporation
Vertical Construction Corporation, a Delaware corporation
Western Pacific Funding, Inc., a California corporation
Western Pacific Housing Co., a California limited partnership
Western Pacific Housing Management, Inc., a California corporation
Western Pacific Housing, Inc., a Delaware corporation
Western Pacific Housing-Antigua, LLC, a Delaware limited liability company
Western Pacific Housing-Aviara, L.P., a California limited partnership
Western Pacific Housing-Boardwalk, LLC, a Delaware limited liability company
Western Pacific Housing-Broadway, LLC, a Delaware limited liability company
Western Pacific Housing-Canyon Park, LLC, a Delaware limited liability company
Western Pacific Housing-Carmel, LLC, a Delaware limited liability company
Western Pacific Housing-▇▇▇▇▇▇▇▇, LLC, a Delaware limited liability company
Western Pacific Housing-Communications Hill, LLC, a Delaware limited liability company
Western Pacific Housing-Copper Canyon, LLC, a Delaware limited liability company
Western Pacific Housing-Creekside, LLC, a Delaware limited liability company
Western Pacific Housing-▇▇▇▇▇▇ City, L.P., a California limited partnership
Western Pacific Housing-Del ▇▇▇▇▇, LLC, a Delaware limited liability company
Western Pacific Housing-Lomas Verdes, LLC, a Delaware limited liability company
Western Pacific Housing-Lost Hills Park, LLC, a Delaware limited liability company
Western Pacific Housing-▇▇▇▇▇▇▇▇▇ Canyon, LLC, a Delaware limited liability company
Western Pacific Housing-Mountaingate, L.P. a California limited partnership
Western Pacific Housing-Norco Estates, LLC, a Delaware limited liability company
Western Pacific Housing-Oso, L.P., a California limited partnership
Western Pacific Housing-Pacific Park II, LLC, a Delaware limited liability company
Western Pacific Housing-Park Avenue East, LLC, a Delaware limited liability company
Western Pacific Housing-Park Avenue West, LLC, a Delaware limited liability company
Western Pacific Housing-Playa Vista, LLC, a Delaware limited liability company
Western Pacific Housing-Poinsettia, L.P., a California limited partnership
Western Pacific Housing-River Ridge, LLC, a Delaware limited liability company
Western Pacific Housing-Robinhood Ridge, LLC, a Delaware limited liability company
Western Pacific Housing-Santa Fe, LLC, a Delaware limited liability company
Western Pacific Housing-Scripps II, LLC, a Delaware limited liability company
Western Pacific Housing-Scripps, L.P., a California limited partnership
Western Pacific Housing-Seacove, L.P., a California limited partnership
Western Pacific Housing-Studio 528, LLC, a Delaware limited liability company
Western Pacific Housing-Terra Bay Duets, LLC, a Delaware limited liability company
Western Pacific Housing-Torrance, LLC, a Delaware limited liability company
Western Pacific Housing-Torrey Commercial, LLC, a Delaware limited liability company
Western Pacific Housing-▇▇▇▇▇▇ ▇▇▇▇▇▇▇, LLC, a Delaware limited liability company
Western Pacific Housing-Torrey Multi-Family, LLC, a Delaware limited liability company
Western Pacific Housing-Torrey Village Center, LLC, a Delaware limited liability company
Western Pacific Housing-Vineyard Terrace, LLC, a Delaware limited liability company
Western Pacific Housing-Windemere, LLC, a Delaware limited liability company
Western Pacific Housing-Windflower, L.P., a California limited partnership
WPH-Camino ▇▇▇▇, LLC, a Delaware limited liability company
DRH Regrem X, Inc., a Delaware corporation
DRH Regrem XI, Inc. a Delaware corporation
DRH Regrem XII, LP, a Texas limited partnership
ADDITIONAL GUARANTORS as of June 13, 2006
▇.▇. ▇▇▇▇▇▇, Inc. - Los Angeles, a Delaware corporation
DRH Regrem XIII, Inc., a Delaware corporation
DRH Regrem XIV, Inc., a Delaware corporation
DRH Regrem XV, Inc., a Delaware corporation
DRH Regrem XVI, Inc., a Delaware corporation
DRH Regrem XVII, Inc., a Delaware corporation
DRH Regrem XVIII, Inc., a Delaware corporation
DRH Regrem XIX, Inc., a Delaware corporation
DRH Regrem XX, Inc., a Delaware corporation
DRH Regrem XXI, Inc., a Delaware corporation
DRH Regrem XXII, Inc., a Delaware corporation
DRH Regrem XXIII, Inc., a Delaware corporation
DRH Regrem XXIV, Inc., a Delaware corporation
SCHEDULE 2.1
REVOLVING CREDIT COMMITMENTS, COMMITMENT RATIOS, AND
ADDRESSES FOR NOTICE
| BORROWER: | ADDRESS | |||
| ▇.▇. ▇▇▇▇▇▇, Inc. | ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ | |||
| ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ | ||||
| Attn: | ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇ | |||
| ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | ||||
| Tel: | ▇▇▇-▇▇▇-▇▇▇▇ | |||
| Fax: | ▇▇▇-▇▇▇-▇▇▇▇ (▇▇. ▇▇▇▇▇▇) | |||
| Fax: | ▇▇▇-▇▇▇-▇▇▇▇ (▇▇. ▇▇▇▇▇) | |||
| Fax: | ▇▇▇-▇▇▇-▇▇▇▇ (▇▇. ▇▇▇▇▇) | |||
| E-mail: | ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ | |||
| ▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ | ||||
| ▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ | ||||
| With a copy to: | ||||
| ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | ||||
| ▇▇▇▇▇ ▇▇▇ | ||||
| ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ | ||||
| Attn: | ▇▇▇ ▇. Harbour, Esq. | |||
| Tel: | ▇▇▇-▇▇▇-▇▇▇▇ | |||
| Fax: | ▇▇▇-▇▇▇-▇▇▇▇ | |||
| E-mail: | ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ | |||
| ADMINISTRATIVE AGENT: | ADDRESS | |||
| Wachovia Bank, National Association | ▇▇▇ ▇. ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇ ▇▇▇▇▇▇, Senior Vice President | |||
| Tel: | ▇▇▇-▇▇▇-▇▇▇▇ | |||
| Fax: | ▇▇▇-▇▇▇-▇▇▇▇ | |||
| E-mail: | ▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ | |||
| With a copy to: | ||||
| ▇▇▇ ▇. ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | ||||
| Attn: R. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, Senior Vice President, REFS Risk Management | ||||
| Tel: | ▇▇▇-▇▇▇-▇▇▇▇ | |||
| Fax: | ▇▇▇-▇▇▇-▇▇▇▇ | |||
| E-mail: | ▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ | |||
| LETTER OF CREDIT ISSUER(S): |
ADDRESS | |||
| Wachovia Bank, National Association | ▇▇▇ ▇. ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | |||
| Attn: | ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Tel: | ▇▇▇-▇▇▇-▇▇▇▇ | |||
| Fax: | ▇▇▇-▇▇▇-▇▇▇▇ | |||
| E-mail: | ▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ | |||
LENDERS:
| LENDER |
ADDRESS |
COMMITMENT | COMMITMENT RATIO | |||||
| Wachovia Bank, National Association | ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
|||||||
| Attn: | ▇▇▇▇ ▇▇▇▇ | |||||||
| Tel: | ▇▇▇-▇▇▇-▇▇▇▇ | |||||||
| Fax: | ▇▇▇-▇▇▇-▇▇▇▇ | |||||||
| E-mail: | ▇▇▇▇.▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ | |||||||
| The Royal Bank of Scotland PLC | ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ |
|||||||
| Attn: | ▇▇▇▇▇ ▇▇▇▇ | |||||||
| Tel: | ▇▇▇-▇▇▇-▇▇▇▇ | |||||||
| Fax: | ▇▇▇-▇▇▇-▇▇▇▇ | |||||||
| E-mail: | ▇▇▇▇▇.▇▇▇▇@▇▇▇▇.▇▇▇ | |||||||
| Bank of America, N.A. | ▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
|||||||
| Attn: | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |||||||
| Tel: | ▇▇▇-▇▇▇-▇▇▇▇ | |||||||
| Fax: | ▇▇▇-▇▇▇-▇▇▇▇ | |||||||
| E-mail: | ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ | |||||||
| UBS Loan Finance LLC | UBS AG, Stamford Branch ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ |
|||||||
| ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | ||||||||
| 6-South | ||||||||
| Attn: | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |||||||
| Tel: | ▇▇▇-▇▇▇-▇▇▇▇ | |||||||
| Fax: | ▇▇▇-▇▇▇-▇▇▇▇ | |||||||
| E-mail: | ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇.▇▇▇ | |||||||
| Calyon New York Branch | ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
|||||||
| Attn: | ▇▇▇▇▇▇ ▇▇▇▇▇▇ | |||||||
| Tel: | ▇▇▇-▇▇▇-▇▇▇▇ | |||||||
| Fax: | ▇▇▇-▇▇▇-▇▇▇▇ | |||||||
| E-mail: | ▇▇▇▇▇▇.▇▇▇▇▇▇@▇▇.▇▇▇▇▇▇.▇▇▇ | |||||||
| Citicorp, N.A. | ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ |
|||||||
| Attn: | ▇▇▇▇▇ ▇▇▇▇▇ | |||||||
| Tel: | ▇▇▇-▇▇▇-▇▇▇▇ | |||||||
| Fax: | ▇▇▇-▇▇▇-▇▇▇▇ | |||||||
| E-mail: | ▇▇▇▇▇.▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ | |||||||
| JPMorgan Chase Bank, N.A. |
▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ |
|||||||
| Attn: | ▇▇▇▇ ▇▇▇▇▇▇ | |||||||
| Tel: | ▇▇▇-▇▇▇-▇▇▇▇ | |||||||
| Fax: | ▇▇▇-▇▇▇-▇▇▇▇ | |||||||
| E-mail: | ▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ | |||||||
| BNP Paribas | ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ |
|||||||
| Attn: | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||||||
| Tel: | ▇▇▇-▇▇▇-▇▇▇▇ | |||||||
| Fax: | ▇▇▇-▇▇▇-▇▇▇▇ | |||||||
| E-mail: | ▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇ |
|||||||
| Barclays Bank PLC | ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ |
|||||||
| Attn: | ▇▇▇▇▇▇▇▇ ▇▇▇▇ | |||||||
| Tel: | ▇▇▇-▇▇▇-▇▇▇▇ | |||||||
| Fax: | ▇▇▇-▇▇▇-▇▇▇▇ | |||||||
| E-mail: | ▇▇▇▇▇▇▇▇.▇▇▇▇@▇▇▇▇▇▇.▇▇▇ | |||||||
| SunTrust Bank | ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇., ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
|||||||
| Attn: | W. ▇▇▇▇ ▇▇▇▇▇▇▇ | |||||||
| Tel: | ▇▇▇-▇▇▇-▇▇▇▇ | |||||||
| Fax: | ▇▇▇-▇▇▇-▇▇▇▇ | |||||||
| E-mail: | ▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ | |||||||
| Societe Generale | ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
|||||||
| Attn: | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | |||||||
| Tel: | ▇▇▇-▇▇▇-▇▇▇▇ | |||||||
| Fax: | ▇▇▇-▇▇▇-▇▇▇▇ | |||||||
| E-mail: | ▇▇▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ | |||||||
| The Bank of Nova Scotia | ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇. ▇.▇., ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
|||||||
| Attn: | ▇▇▇▇ ▇▇▇▇▇▇▇ | |||||||
| Tel: | ▇▇▇-▇▇▇-▇▇▇▇ | |||||||
| Fax: | ▇▇▇-▇▇▇-▇▇▇▇ | |||||||
| E-mail: | ▇▇▇▇_▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ | |||||||
| U.S. Bank National Association | ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
|||||||
| Attn: | ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ | |||||||
| Tel: | ▇▇▇-▇▇▇-▇▇▇▇ | |||||||
| Fax: | ▇▇▇-▇▇▇-▇▇▇▇ | |||||||
| E-mail: | ▇▇▇▇.▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇ | |||||||
| Washington Mutual Bank | ▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇. ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
|||||||
| Attn: | ▇▇▇▇ ▇▇▇▇▇▇▇ | |||||||
| Tel: | ▇▇▇-▇▇▇-▇▇▇▇ | |||||||
| Fax: | ▇▇▇-▇▇▇-▇▇▇▇ | |||||||
| E-mail: | ▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ | |||||||
| Lloyd’s TSB Bank, PLC | ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇▇ |
|||||||
| Attn: | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Director, Global Corporate | |||||||
| Tel: | ▇▇▇-▇▇▇-▇▇▇▇ | |||||||
| Fax: | ▇▇▇-▇▇▇-▇▇▇▇ | |||||||
| E-mail: | ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇-▇▇▇.▇▇▇ | |||||||
| AmSouth Bank | ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇., ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ |
|||||||
| Tel: | ▇▇▇-▇▇▇-▇▇▇▇ | |||||||
| Fax: | ▇▇▇-▇▇▇-▇▇▇▇ | |||||||
| E-mail: ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇ | ||||||||
| Scotiabanc, Inc. | ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
|||||||
| Attn: | ▇▇▇▇▇ ▇▇▇▇▇ | |||||||
| Tel: | ▇▇▇-▇▇▇-▇▇▇▇ | |||||||
| Fax: | ▇▇▇-▇▇▇-▇▇▇▇ | |||||||
| E-mail: | ▇▇▇▇▇_▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ | |||||||
| Comerica Bank | ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 7th Floor; MC: 3256 |
|||||||
| ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | ||||||||
| Attn: | ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | |||||||
| Tel: | ▇▇▇-▇▇▇-▇▇▇▇ | |||||||
| Fax: | ▇▇▇-▇▇▇-▇▇▇▇ | |||||||
| E-mail: | ▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ | |||||||
| ▇▇▇▇▇▇ Mae | International Plaza II ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
|||||||
| Attn: | ▇▇▇▇▇▇ ▇▇▇▇▇▇ | |||||||
| Tel: | ▇▇▇-▇▇▇-▇▇▇▇ | |||||||
| Fax: | ▇▇▇-▇▇▇-▇▇▇▇ | |||||||
| E-mail: | ▇▇▇▇▇▇_▇_▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ | |||||||
| Natexis Banques Populaires | ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ |
|||||||
| Attn: | ▇▇▇▇▇-▇▇▇▇▇ Dungeny | |||||||
| Tel: | ▇▇▇-▇▇▇-▇▇▇▇ | |||||||
| Fax: | ▇▇▇-▇▇▇-▇▇▇▇ | |||||||
| E-mail: ▇▇▇▇▇-▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇.▇▇▇▇.▇▇▇ | ||||||||
| Guaranty Bank | ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
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| Attn: | ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |||||||
| Tel: | ▇▇▇-▇▇▇-▇▇▇▇ | |||||||
| Fax: | ▇▇▇-▇▇▇-▇▇▇▇ | |||||||
| E-mail: ▇▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ | ||||||||
| Commerzbank AG, New York and Grand Cayman Branches | ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇. ▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
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| Attn: | ▇▇▇▇▇▇▇▇ (“Niv”) ▇▇▇▇▇▇▇ | |||||||
| Tel: | ▇▇▇-▇▇▇-▇▇▇▇ | |||||||
| Fax: | ▇▇▇-▇▇▇-▇▇▇▇ | |||||||
| E-mail: | ▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ | |||||||
| Emigrant Savings Bank a division of | ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
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| New York Bank & | Attn: | ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | ||||||
| Trust | Tel: | ▇▇▇-▇▇▇-▇▇▇▇ | ||||||
| Fax: | ▇▇▇-▇▇▇-▇▇▇▇ | |||||||
| E-mail: | ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ | |||||||
| PNC Bank, NA | ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
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| Attn: | ▇▇▇▇▇▇▇ ▇▇▇▇ | |||||||
| Tel: | ▇▇▇-▇▇▇-▇▇▇▇ | |||||||
| Fax: | ▇▇▇-▇▇▇-▇▇▇▇ | |||||||
| E-mail: | ▇▇▇▇▇▇▇.▇▇▇▇@▇▇▇.▇▇▇ | |||||||
| The Governor and Company of the Bank of Ireland | Bank of Ireland Corporate ▇▇, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇ |
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| Attn: | ▇▇▇▇▇▇ ▇▇▇▇▇ | |||||||
| Tel: | ▇▇▇▇ ▇ ▇▇▇ ▇▇▇▇ | |||||||
| Fax: | ▇▇▇▇ ▇ ▇▇▇ ▇▇▇▇ | |||||||
| E-mail: | ▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇ | |||||||
| Fifth Third Bank | ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
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| Attn: | ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ | |||||||
| Tel: | ▇▇▇-▇▇▇-▇▇▇▇ | |||||||
| Fax: | ▇▇▇-▇▇▇-▇▇▇▇ | |||||||
| E-mail: | ▇▇▇▇.▇▇▇▇▇▇▇▇▇▇@▇▇.▇▇▇ | |||||||
| California Bank & Trust, a California banking corporation | ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
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| Attn: | ▇▇▇▇▇▇ ▇▇▇▇▇▇, Vice President | |||||||
| Tel: | ▇▇▇-▇▇▇-▇▇▇▇ | |||||||
| Fax: | ▇▇▇-▇▇▇-▇▇▇▇ | |||||||
| E-mail: | ▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ | |||||||
| City National Bank, a national banking association | ▇▇▇▇ ▇. ▇▇▇▇ ▇▇. #▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
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| Attn: | ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |||||||
| Tel: | ▇▇▇-▇▇▇-▇▇▇▇ | |||||||
| Fax: | ▇▇▇-▇▇▇-▇▇▇▇ | |||||||
| E-mail: | ▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇.▇▇▇ | |||||||
| Mizuho Corporate Bank, Ltd. | 1251 Avenue of the Americas New York, N.Y. 10020-1104 |
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| Attn: | ▇▇▇▇▇ ▇▇▇▇▇▇▇ - VP | |||||||
| Tel: | ▇▇▇-▇▇▇-▇▇▇▇ | |||||||
| Fax: | ▇▇▇-▇▇▇-▇▇▇▇ | |||||||
| E-mail: | ▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ | |||||||
| Union Bank of California |
▇▇▇ ▇. ▇▇▇▇▇, #▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
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| Attn: | ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |||||||
| Tel: | ▇▇▇-▇▇▇-▇▇▇▇ | |||||||
| Fax: | ▇▇▇-▇▇▇-▇▇▇▇ | |||||||
| E-mail: | ▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇.▇▇ | |||||||
| Chevy Chase Bank, F.S.B. | ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
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| Attn: | ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | |||||||
| Tel: | ▇▇▇-▇▇▇-▇▇▇▇ | |||||||
| Fax: | ▇▇▇-▇▇▇-▇▇▇▇ | |||||||
| E-mail: | ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ | |||||||
| Compass Bank | ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
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| Attn: | ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ | |||||||
| Tel: | ▇▇▇-▇▇▇-▇▇▇▇ | |||||||
| Fax: | ▇▇▇-▇▇▇-▇▇▇▇ | |||||||
| E-mail: | ▇▇.▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ | |||||||
| The Northern Trust Company | ▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
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| Attn: | ▇▇▇▇ ▇▇▇▇▇▇ | |||||||
| Tel: | ▇▇▇-▇▇▇-▇▇▇▇ | |||||||
| Fax: | ▇▇▇-▇▇▇-▇▇▇▇ | |||||||
| E-mail: | ▇▇▇▇@▇▇▇▇.▇▇▇ | |||||||
| American Savings Bank FSB | ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ |
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| Attn: | ▇▇▇▇▇ ▇▇▇▇▇ | |||||||
| Tel: | ▇▇▇-▇▇▇-▇▇▇▇ | |||||||
| Fax: | ▇▇▇-▇▇▇-▇▇▇▇ | |||||||
| E-mail: | ▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ | |||||||
| Bank of Hawaii | ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ Floor ▇.▇. ▇▇▇ ▇▇▇▇ |
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| ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (96846) | ||||||||
| Attn: | ▇▇▇▇ ▇▇▇▇▇▇▇▇, Vice President | |||||||
| Tel: | ▇▇▇-▇▇▇-▇▇▇▇ | |||||||
| Fax: | ▇▇▇-▇▇▇-▇▇▇▇ | |||||||
| E-mail: | ▇▇▇▇▇▇▇▇@▇▇▇.▇▇▇ | |||||||
| First Commercial Bank New York Agency | ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ |
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| Attn: | ▇▇▇▇▇▇▇ Ma | |||||||
| Tel: | 212-599-6868 ext. 216 | |||||||
| Fax: | ▇▇▇-▇▇▇-▇▇▇▇ | |||||||
| E-mail: | ▇▇▇▇▇▇▇@▇▇▇.▇▇▇ | |||||||
| First Hawaiian Bank | ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
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| Attn: | ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | |||||||||
| Tel: | ▇▇▇-▇▇▇-▇▇▇▇ | |||||||||
| Fax: | ▇▇▇-▇▇▇-▇▇▇▇ | |||||||||
| E-mail: | ▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ | |||||||||
| Legacy Texas Bank | ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
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| Attn: | ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||||||||
| Tel: | ▇▇▇-▇▇▇-▇▇▇▇ | |||||||||
| Fax: | ▇▇▇-▇▇▇-▇▇▇▇ | |||||||||
| E-mail: | ▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ | |||||||||
| ▇▇▇▇▇ ▇▇▇ Commercial Bank, | ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ |
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| Ltd. New York | Attn: | ▇▇▇▇▇▇ ▇▇▇▇ | ||||||||
| Branch | Tel: | 212-651-9770 ext. 28 | ||||||||
| Fax: | ▇▇▇-▇▇▇-▇▇▇▇ | |||||||||
| E-mail: | ▇.▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ | |||||||||
| Mega International Commercial Bank Co., Ltd. New York Branch (f/k/a The International Commercial Bank of China, (NY Agency)) | ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ |
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| Attn: | ▇▇▇▇▇ ▇▇▇▇▇ | |||||||||
| Tel: | ▇▇▇-▇▇▇-▇▇▇▇ | |||||||||
| Fax: | ▇▇▇-▇▇▇-▇▇▇▇ | |||||||||
| E-mail: | ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇ | |||||||||
| Malayan Banking Berhad, New York | ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ |
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| Branch | Attn: | Nor ▇▇▇▇▇ ▇▇▇▇▇▇▇ | ||||||||
| Tel: | ▇▇▇-▇▇▇-▇▇▇▇ | |||||||||
| Fax: | ▇▇▇-▇▇▇-▇▇▇▇ | |||||||||
| E-mail: | ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ | |||||||||
| National City Bank | ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
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| Attn: | ▇▇▇▇▇▇▇ ▇▇▇▇▇ | |||||||||
| Tel: | ▇▇▇-▇▇▇-▇▇▇▇ | |||||||||
| Fax: | ▇▇▇-▇▇▇-▇▇▇▇ | |||||||||
| E-mail: | ▇▇▇▇▇▇▇.▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ | |||||||||
| Total Commitment: | $ | 2,500,000,000 | 100 | % | ||||||
