FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
---- EXCHANGE ACT OF 1934
For the quarterly period ended July 31, 2000
----------------
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
---------- -----------
For Quarter Ended Commission file number 0-19633
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ENGLE HOMES, INC.
--------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
FLORIDA 59-2214791
------------------------------- ---------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
123 N.W. 13th Street
Boca Raton, Florida 33432
------------------------------- --------------------------------
(Address of principal executive offices) (Zip code)
(Registrant's telephone number, including area code) (561) 391-4012
----------------------
NONE
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(Former name, former address and former fiscal year, if changed since
last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such report(s), and (2) has been subject to filing requirements
for the past 90 days.
YES x NO
------ ------
Number of shares of common stock outstanding as of July 31, 2000: 10,830,825
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
<TABLE>
ENGLE HOMES, INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(dollars in thousands)
<CAPTION>
July 31, October 31,
2000 1999
----------- -----------
(Unaudited)
<S> <C> <C>
ASSETS
CASH
Unrestricted $ 52,686 $ 60,944
Restricted 3,185 2,092
INVENTORIES 418,017 386,804
PROPERTY AND EQUIPMENT, net 5,563 6,221
OTHER ASSETS 29,713 26,354
GOODWILL 4,893 5,155
MORTGAGE LOANS HELD FOR SALE 19,319 27,323
----------- -----------
TOTAL ASSETS $ 533,376 $ 514,893
=========== ===========
LIABILITIES
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES $ 34,869 $ 31,771
CUSTOMER DEPOSITS 20,435 16,279
BORROWINGS 3,257 5,457
SENIOR NOTES PAYABLE 248,343 248,178
FINANCIAL SERVICES BORROWINGS 18,941 26,776
----------- -----------
TOTAL LIABILITIES $ 325,845 $ 328,461
----------- -----------
SHAREHOLDERS' EQUITY
PREFERRED STOCK, $.01 par, share authorized
1,000,000, none issued
COMMON STOCK, $.01 par, shares authorized
25,000,000; issued and outstanding 10,830,825
and 11,047,977, respectively 108 110
ADDITIONAL PAID-IN CAPITAL 99,885 102,060
RETAINED EARNINGS 107,538 84,262
----------- -----------
TOTAL SHAREHOLDERS' EQUITY 207,531 186,432
----------- -----------
$ 533,376 $ 514,893
=========== ===========
<FN>
See accompanying notes to condensed consolidated financial statements.
</FN>
</TABLE>
2
<TABLE>
ENGLE HOMES, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Income
(Unaudited)
(in thousands, except per share data)
<CAPTION>
Three Months Ended Nine Months Ended
July 31, July 31,
-------------------- --------------------
2000 1999 2000 1999
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
REVENUES
Sales of homes $ 208,282 $ 192,811 $ 565,330 $ 511,031
Sales of land 9,382 3,996 19,510 6,030
Rent and other 844 853 2,922 2,720
Financial services 5,800 5,967 15,832 17,062
--------- --------- --------- ---------
224,308 203,627 603,594 536,843
--------- --------- --------- ---------
COSTS AND EXPENSES
Cost of sales - homes 173,282 162,163 472,331 431,632
Cost of sales - land 8,012 3,580 17,435 5,512
Selling, marketing, general
and administrative 20,966 19,172 57,848 51,826
Depreciation and amortization 1,584 1,514 4,682 3,984
Financial services 3,844 4,134 11,446 12,110
--------- --------- --------- ---------
207,688 190,563 563,742 505,064
--------- --------- --------- ---------
INCOME BEFORE INCOME TAX 16,620 13,064 39,852 31,779
Provision for income taxes 6,083 5,043 14,586 12,267
--------- --------- --------- ---------
NET INCOME 10,537 8,021 25,266 19,512
========= ========= ========= =========
Net income per share
Basic $ 0.96 $ 0.71 $ 2.29 $ 1.74
Diluted $ 0.96 $ 0.71 $ 2.29 $ 1.73
Shares used in earnings per
share calculations
Basic 10,950 11,219 11,012 11.200
Diluted 10,962 11,350 11,031 11,304
<FN>
See accompanying notes to condensed consolidated financial statements.
</FN>
</TABLE>
3
<TABLE>
ENGLE HOMES, INC. AND SUBSIDIARIES
Condensed Consolidated Statement of Shareholders' Equity
For the Nine Months Ended July 31, 2000
(Unaudited)
(in thousands)
<CAPTION>
Common Stock Additional
-------------- Paid-In Retained
Shares Amount Capital Earnings Total
------ ------ ---------- -------- ---------
<S> <C> <C> <C> <C> <C>
Amounts at
October 31, 1999 11,048 $ 110 $ 102,060 $ 84,262 $ 186,432
Net Income for the
Nine Months Ended
July 31, 2000 25,266 25,266
Dividends to
Shareholders (1,990) (1,990)
Common stock issued
in connection with
employee stock bonus
plan 91 1 865 866
Common stock acquired
in connection with
stock repurchase plan (308) (3) (3,040) (3,043)
------- ------ ---------- -------- ---------
Amounts at
July 31, 2000 10,831 $ 108 $ 99,885 $107,538 $ 207,531
======= ====== ========== ======== =========
<FN>
See accompanying notes to condensed consolidated financial statements.
</FN>
</TABLE>
4
<TABLE>
ENGLE HOMES, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(in thousands)
<CAPTION>
Nine Months Ended
July 31,
---------------------
2000 1999
--------- ---------
<S> <C> <C>
NET CASH PROVIDED (REQUIRED) BY OPERATING ACTIVITIES $ 1,857 $ (3,624)
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Net acquisitions of property and equipment (2,882) (4,827)
--------- ---------
Net cash required by investing activities (2,882) (4,827)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in borrowings 22,000
Repayment of borrowings (2,200) (71,907)
Proceeds from issuance of senior notes 96,587
Repurchase of common stock (3,043)
Dividends to shareholders (1,990) (1,568)
Stock options exercised 96
--------- ---------
Net cash (required) provided by
financing activities (7,233) 45,208
--------- ---------
NET INCREASE (DECREASE) IN CASH (8,258) 36,757
CASH AT BEGINNING OF PERIOD 60,944 20,041
--------- ---------
CASH AT END OF PERIOD $ 52,686 $ 56,798
========= =========
<FN>
See accompanying notes to condensed consolidated financial statements.
</FN>
</TABLE>
5
ENGLE HOMES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
NOTE 1 BASIS OF PRESENTATION AND BUSINESS
These statements do not contain all information required by generally
accepted accounting principles that are included in a full set of financial
statements. In the opinion of management, the accompanying unaudited condensed
consolidated financial statements reflect all adjustments necessary to present
fairly the financial position of Engle Homes, Inc. and subsidiaries ("the
Company") at July 31, 2000 and results of its operations and its cash flows
for the period then ended and for the period ended July 31, 1999. These
unaudited condensed consolidated financial statements should be read in
conjunction with the audited financial statements and notes contained in the
Company's Form 10-K for the year ended October 31, 1999. The condensed
consolidated balance sheet as of October 31, 1999 was derived from audited
consolidated financial statements as of that date. Results of operations for
the period ended July 31, 2000 are not necessarily indicative of results to be
expected for the full year.
Engle Homes, Inc. and subsidiaries are engaged principally in construction
and sale of residential homes and land development in Florida; Dallas, Texas;
Denver, Colorado; Raleigh, North Carolina; Atlanta, Georgia; Phoenix, Arizona
and Virginia. Ancillary products and services to its residential homebuilding
include land sales to other builders, origination and sale of mortgage loans,
and title transfer services. The consolidated financial statements include the
accounts of the Company and all subsidiaries. All significant intercompany
balances and transactions have been eliminated in consolidation.
<TABLE>
NOTE 2 INVENTORIES (dollars in thousands)
<CAPTION>
July 31, October 31,
2000 1999
--------- -----------
<S> <C> <C>
Land and improvements for residential homes
under development $ 284,485 $ 275,373
Residential homes under construction 133,532 111,431
--------- ---------
$ 418,017 $ 386,804
========= =========
</TABLE>
<TABLE>
NOTE 3 CAPITALIZATION OF INTEREST (dollars in thousands)
Included in inventory is the following:
<CAPTION>
For the Three Months For the Nine Months
Ended July 31, Ended July 31,
-------------------- --------------------
2000 1999 2000 1999
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Interest capitalized,
beginning of period $ 22,491 $ 16,515 $ 19,205 $ 16,326
Interest incurred and
capitalized 6,163 6,921 18,291 16,179
Amortized to cost of sales-homes (4,933) (4,970) (13,207) (13,954)
Amortized to cost of sales-land (581) (160) (1,149) (245)
--------- --------- --------- ---------
Interest capitalized, end of
period $ 23,140 $ 18,306 $ 23,140 $ 18,306
========= ========= ========= =========
6
</TABLE>
NOTE 4 SHAREHOLDERS' EQUITY AND DEBT
On May 17, 2000, the Company declared a cash dividend of $.06 per share to
shareholders of record on June 5, 2000, which was paid on June 21, 2000.
The Company repurchased 256,500 shares of common stock in the amount of
$2,486,806 during the quarter.
7
NOTE 5 - EARNINGS PER SHARE (in thousands, except per share data)
<TABLE>
Basic and diluted earnings per share are calculated as follows:
<CAPTION>
For the Three Months For the Nine Months
Ended July 31, Ended July 31,
2000 1999 2000 1999
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Basic:
Net Income $ 10,537 $ 8,021 $ 25,266 $ 19,512
Weighted average number of shares
outstanding 10,950 11,219 11,012 11,200
-------- -------- -------- --------
Basic earnings per share $ 0.96 $ 0.71 $ 2.29 $ 1.74
======== ======== ======== ========
Diluted:
Net Income $ 10,537 $ 8,021 $ 25,266 $ 19,512
Weighted average number of common
shares outstanding 10,950 11,219 11,012 11,200
Options to acquire common stock 12 131 19 104
-------- -------- -------- --------
Diluted weighted average common
shares outstanding 10,962 11,350 11,031 11,304
-------- -------- -------- --------
Diluted earnings per share $ 0.96 $ 0.71 $ 2.29 $ 1.73
======== ======== ======== ========
</TABLE>
8
Part 1 - Item II
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
General
<TABLE>
The following table sets forth for the periods indicated certain items of
the Company's financial statements expressed as a percentage of the Company's
total revenues:
<CAPTION>
For the Three For the Nine
Months Ended Months Ended
July 31, July 31,
---------------- ----------------
2000 1999 2000 1999
------ ------ ------ ------
<S> <C> <C> <C> <C>
Total Revenues 100.0% 100.0% 100.0% 100.0%
Costs of home construction and
land sales 80.8 81.4 81.1 81.4
Selling, marketing, general and
administrative expense 9.3 9.4 9.6 9.7
Income before taxes 7.4 6.4 6.6 5.9
</TABLE>
<TABLE>
Backlog
Sales of the Company's homes are generally made pursuant to a standard
contract which requires a down payment of up to 10% of the sales price. The
contract includes a financing contingency which permits the customer to cancel
in the event mortgage financing at prevailing interest rates (including
financing arranged by the Company) is unobtainable within a specified period,
typically four to six weeks. The Company includes an undelivered home sale in
its backlog upon execution of the sales contracts and receipt of the down
payment. Revenue is recognized only upon the closing and delivery of a home.
The Company estimates that the average period between the execution of a
purchase agreement for a home and delivery is approximately six months. The
following table sets forth the Company's backlog for the periods indicated:
<CAPTION>
July 31,
(dollars in thousands)
2000 1999
---------------- ----------------
Units Dollars Units Dollars
----- --------- ----- ---------
<S> <C> <C> <C> <C>
South Florida 583 $ 140,500 397 $ 91,600
Orlando 402 87,500 470 94,100
West Coast Florida 229 46,100 199 35,500
Texas 166 31,900 155 28,800
Denver 199 53,100 230 52,300
Virginia 213 63,800 154 40,600
North Carolina 10 2,600 26 5,900
Atlanta, Georgia 60 12,300 54 10,300
Arizona 255 62,000 290 61,800
----- --------- ----- ---------
TOTAL 2,117 $ 499,800 1,975 $ 420,900
===== ========= ===== =========
</TABLE>
9
The Company is currently marketing in 110 subdivisions at July 31, 2000,
compared to 102 subdivisions at July 31, 1999. At July 31, 2000, the Company
was marketing 17 subdivisions in South Florida; 27 in Central Florida; 11 in
West Coast Florida; 11 in Denver, CO; 15 in Dallas, TX; 6 in Virginia; 1 in
Raleigh, North Carolina; 15 in Phoenix, Arizona and 7 in Atlanta, Georgia.
Result of Operations:
Three Months Ended July 31, 2000 compared to July 31, 1999.
The Company's revenues from home sales for the quarter ended July 31, 2000
increased $15.5 million (or 8.0%) compared to the same period in fiscal 1999.
The number of homes delivered decreased 5.7% (to 912 from 967) and the average
selling price of homes delivered increased 14.6% (to $228,000 from $199,000).
Management believes that changes in the average selling price of homes delivered
from period to period are attributable to discrete factors at each of its
subdivisions, including product mix and premium lot availability, and cannot be
predicted for future periods with any degree of certainty.
The Company's revenues from land sales increased approximately $5.4 million
during the three months ended July 31, 2000, as compared to the same period
in fiscal 1999, primarily as a result of a sale of a residential land parcel in
Virginia in the amount of $4.4 million.
Cost of home sales increased $11.1 million (or 6.9%) compared to the
quarter ended July 31, 1999 primarily due to the related increase in home sale
revenues. Cost of home sales as a percentage of home sales decreased to 83.2%
from 84.1% as a result of the product mix of homes delivered.
The Company's selling, marketing, general and administrative ("S,G&A")
expenses increased approximately $1.8 million (or 9.4%) during the three months
ended July 31, 2000, as compared to the corresponding fiscal 1999 period,
primarily due to general and administrative expenses. S,G&A expenses as a
percentage of total revenues for the three months ended July 31, 2000 decreased
to 9.3% compared to 9.4% for the same period in fiscal year 1999.
Primarily as a result of an increase in revenues and a decrease in cost of
home sales, net income increased by $2.5 million in the three months ended July
31, 2000 from the comparable period in fiscal 1999.
Nine months Ended July 31, 2000 compared to July 31, 1999.
The Company's revenues from home sales for the nine months ended July 31,
2000 increased $54.3 million (or 10.6%) compared to the same period in fiscal
1999. The number of homes delivered increased 0.4% (to 2,582 from 2,571) and
the average selling price of homes delivered increased 10.0% (to $219,000 from
$199,000). The increase of revenues and homes delivered is primarily
attributable to an increased level of backlog at the beginning of the current
period compared with the prior year period. Management believes that changes
in the average selling price of homes delivered from period to period are
attributable to discrete factors at each of its subdivisions, including product
mix and premium lot availability, and cannot be predicted for future period with
any degree of certainty.
The Company's revenues from land sales increased approximately $13.5
million during the nine months ended July 31, 2000, as compared to the same
period in fiscal 1999, primarily as a result of a increase in commercial and
residential land sales on the west coast of Florida, Virginia, and South
Florida.
10
Cost of home sales increased $40.7 million (or 9.4%) compared to the same
period in fiscal 1999 primarily due to the related increase in home sale
revenues. Cost of home sales as a percentage of home sales decreased to 83.6%
from 84.5% as a result of the product mix of homes delivered.
The Company's selling, marketing, general and administrative ("S,G&A")
expenses increased approximately $6.0 million (or 11.6%) during the nine months
ended July 31, 2000, as compared to the corresponding fiscal 1999 period,
primarily due to selling and marketing expenses associated with the increased
revenues from home sales during the period and an increase in general and
administrative expenditures. S,G&A expenses as a percentage of total revenues
for the nine months ended July 31, 2000 decreased to 9.6% compared to 9.7% for
the same period in fiscal year 1999.
Primarily as a result of the increase in revenues and a decrease in cost
of home sales, net income increased by $5.8 million in the nine months ended
July 31, 2000 from the comparable period in fiscal 1999.
Liquidity and Capital Resources
The Company's financing needs are provided by cash flows from operations,
unsecured bank borrowings and from time to time the public debt and equity
markets.
Cash flow from operations has improved as a result of increased revenues
and a decrease in cost of home sales. The Company anticipates that cash flow
from operations before inventory additions will continue to increase in fiscal
year 2000 as a result of a decrease in cost of house sales.
On June 7, 2000, Standard & Poor's announced that it had upgraded the
Company's corporate credit rating and the Company's senior unsecured notes to
"B+" from "B", with a stable outlook.
On June 23, 2000, the Company's unsecured revolving credit facility was
amended to provide additional financial flexibility and the term of the facility
was extended from May 2002 to May 2003. At July 31, 2000, the Company had
outstanding borrowings of $100,000 and $14.7 million of letters of credit
outstanding. The Company believes that funds generated from operations and
expected borrowing availability under the Credit Facility will be sufficient to
fund the Company's working capital requirements during fiscal 2000, with the
exception of major land acquisitions, if any.
In addition, Preferred Home Mortgage Company (PHMC) has a warehouse line
of credit in the amount of $40.0 million which is guaranteed by the Company.
At July 31, 2000, the outstanding balance was $18.9 million to service
origination of mortgage loans. The Company believes that this line of credit
is sufficient for its mortgage banking operation for the remainder of fiscal
2000.
Management does not anticipate that PHMC'S operation will impact liquidity
because the mortgages are generally sold within a short period of time after
their origination to the Federal National Mortgage Association (FNMA) or other
qualified investors. PHMC has established the capability to retain the
servicing of loans, however, during fiscal 2000, the Company has not retained
servicing rights relating to loans sold.
LAND ACQUISITION. The Company is continually exploring opportunities to
purchase parcels of land for its homebuilding operations and is, at any given
time, in various stages of proposing, making offers for, and negotiating the
11
acquisition of various parcels, whether outright or through options. The
Company has continued to increase its land development and construction
activities in response to current and anticipated demand and expects to pursue
additional land acquisition and development opportunities in the future.
NEW ACCOUNTING PRONOUNCEMENTS
In March, 2000 the Financial Accounting Standards Board (FASB) issued FASB
Interpretation No. 44 (Interpretation 44), Accounting for Certain Transactions
Involving Stock Compensation. Interpretation 44 provides criteria for the
recognition of compensation expense in certain stock-based compensation
arrangements that are accounted for under Accounting Principles Board Opinion
No. 25, Accounting for Stock-Based Compensation. Interpretation 44 is effective
July 1, 2000, with certain provisions that are effective retroactively to
December 15, 1998 and January 12, 2000. Interpretation 44 is not expected to
have an impact on the Company's consolidated financial statements.
Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995
The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for forward-looking statements. Certain information included in this
Report and other such Company filings (collectively, "SEC filings") under the
Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as
amended (as well as information communicated orally or in writing between the
dates of such SEC filings) contains or may contain information that is forward
looking, related to subject matter such as national and local economic
conditions, the effect of governmental regulation on the Company, the
competitive environment in which the Company operates, changes in interest
rates, home prices, availability and cost of land for future growth,
availability of working capital and the availability and cost of labor and
materials. Such forward looking information involves important risks and
uncertainties that could significantly affect expected results. These risks
and uncertainties are addressed in this and other SEC filings.
12
Part II - Other Information
Item 1-5 Not applicable.
Item 6. Exhibits and Reports on Form 8-K.
A. Exhibits.
Exhibits Description
No.
10.8 First Amendment to the Employment Agreement effective November 1,
1998 with Alec Engelstein, Chairman of the Board, President and Chief
Executive Officer.
10.9 Second Amendment to the Employment Agreement effective November 1,
1998 with Alec Engelstein, Chairman of the Board, President and Chief
Executive Officer.
10.10 Second Amendment to Credit Agreement.
10.11 Third Amendment to Credit Agreement.
13
SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the
registrant has duly caused this report
to be signed on its behalf by the
undersigned thereunto duly authorized.
ENGLE HOMES, INC.
-----------------
(Registrant)
Date: AUGUST 23, 2000 \s\ ALEC ENGELSTEIN
------------------------ ------------------------
Alec Engelstein
Chief Executive Officer
Date: AUGUST 23, 2000 \s\ DAVID SHAPIRO
------------------------ ------------------------
David Shapiro
Chief Financial Officer
14
Exhibit 10.8
FIRST AMENDMENT
TO
EMPLOYMENT AGREEMENT
This First Amendment to Employment Agreement is made and entered into
effective as of November 1, 1999, by and between ENGLE HOMES, INC., a Florida
corporation ("Company"), and ALEC ENGELSTEIN (the "Executive").
RECITALS
WHEREAS, the Company and the Executive entered into an Employment Agreement
effective as of November 1, 1998 (the "Employment Agreement") pursuant to which
the Executive renders certain services to the Company; and
WHEREAS, pursuant to Section 3.1 of the Employment Agreement, the
Compensation Committee of the Company's Board of Directors has increased the
Base Salary payable by the Company to the Executive from $500,000 to $525,000,
effective as of November 1, 1999; and
WHEREAS, the Company and the Executive now desire to amend the Employment
Agreement to reflect that increase in the Executive's Base Salary.
NOW, THEREFORE, in consideration of the mutual promises and covenants set
forth in this Second Amendment, and other good and valuable consideration, the
parties to this First Amendment agree as follows:
1. All capitalized terms in this First Amendment shall have the same
meaning as in the Employment Agreement, unless otherwise specified.
2. The first sentence of Section 3.1 of the Employment Agreement is
hereby amended to read as follows:
"3.1 Base Salary. Effective as of November 1, 1999, the
Executive shall receive a base salary at the annual rate of $525,000
(the "Base Salary") during the Term of Employment, with such Base
Salary payable in installments consistent with the Company's normal
payroll schedule, subject to applicable withholding and other taxes."
3. All other terms and conditions of the Employment Agreement shall
remain the same.
IN WITNESS WHEREOF, the parties have caused this First Amendment to be duly
executed effective as of the day and year first above written.
COMPANY:
ENGLE HOMES, INC.
\s\ DAVID SHAPIRO
By: -------------------------
David Shapiro
Vice President
EXECUTIVE:
\s\ ALEC ENGELSTEIN
-------------------------
15 ALEC ENGELSTEIN
Exhibit 10.9
SECOND AMENDMENT
TO
EMPLOYMENT AGREEMENT
This Second Amendment to Employment Agreement is made and entered into
effective as of July 1, 2000, by and between ENGLE HOMES, INC., a Florida
corporation ("Company"), and ALEC ENGELSTEIN (the "Executive").
RECITALS
WHEREAS, the Company and the Executive entered into an Employment Agreement
effective as of November 1, 1998, which was amended by a First Amendment
effective as of November 1, 1999 (the "Employment Agreement") pursuant to
which the Executive renders certain services to the Company; and
WHEREAS, pursuant to Section 3.1 of the Employment Agreement, the
Compensation Committee of the Company's Board of Directors has increased the
Base Salary payable by the Company to the Executive from $525,000 to $750,000,
effective as of July 1, 2000; and
WHEREAS, the Company and the Executive now desire to amend the Employment
Agreement to reflect that increase in the Executive's Base Salary.
NOW, THEREFORE, in consideration of the mutual promises and covenants set
forth in this Second Amendment, and other good and valuable consideration, the
parties to this Second Amendment agree as follows:
1. All capitalized terms in this Second Amendment shall have the same
meaning as in the Employment Agreement, unless otherwise specified.
2. The first sentence of Section 3.1 of the Employment Agreement is
hereby amended to read as follows:
"3.1 Base Salary. Effective as of July 1, 2000, the Executive
shall receive a base salary at the annual rate of $750,000 (the
"Base Salary") during the Term of Employment, with such Base
Salary payable in installments consistent with the Company's
normal payroll schedule, subject to applicable withholding and
other taxes."
3. All other terms and conditions of the Employment Agreement shall
remain the same.
IN WITNESS WHEREOF, the parties have caused this Second Amendment to be
duly executed effective as of the day and year first above written.
COMPANY:
ENGLE HOMES, INC.
\s\ DAVID SHAPIRO
By: ----------------------
David Shapiro
Vice President
EXECUTIVE:
\s\ ALEC ENGELSTEIN
--------------------------
16 ALEC ENGELSTEIN
Exhibit 10.10
SECOND AMENDMENT TO CREDIT AGREEMENT
THIS AGREEMENT (the "Agreement") supplements and amends the Credit
Agreement dated as of May 28, 1998 (the "Original Credit Agreement") by and
among Engle Homes, Inc., a Florida corporation, as Borrower (the "Borrower"),
the Banks named therein and party thereto, as Banks, SunTrust Bank South Florida
National Association, a national banking association, as Administrative Agent
(the "Administrative Agent" or "Agent"), and NationsBank, N.A., a national
banking association, as Documentation Agent (the "Documentation Agent"), as
amended by a First Amendment to Credit Agreement dated as of May 26, 1999 (the
"First Amendment") by and among the Borrower, the Subsidiaries (defined in the
Original Credit Agreement) of Borrower existing as of the date of the First
Amendment, the Banks party to the Original Credit Agreement as of the date of
the First Amendment, and the Administrative Agent (the Original Credit Agreement
as amended by the First Amendment is hereinafter referred to as the "Credit
Agreement"), and is made as of this 1st day of December, 1999 by and among the
Borrower, the Subsidiaries (defined in the Credit Agreement) of Borrower
existing as of the date of this Agreement, the Banks now party to the Credit
Agreement, and the Administrative Agent. As of the date of this Agreement,
Bank of America National Association is successor to Bank of America National
Trust and Savings Association, the successor in interest to NationsBank, N.A.
and Bank One, NA was formerly known as The First National Bank of Chicago and
is the successor in interest to Bank One, Arizona, N.A.
RECITALS:
WHEREAS, the Borrower, the Subsidiaries (defined in the Credit Agreement)
of Borrower existing as of the date of this Agreement, the Banks now party to
the Credit Agreement, and the Administrative Agent desire to recognize certain
changes and amend the Credit Agreement, all as expressly set forth in this
Agreement;
W I T N E S S E T H:
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Borrower, the Subsidiaries (defined in the Credit Agreement)
of Borrower existing as of the date of this Agreement, the Banks now party to
the Credit Agreement, and the Administrative Agent and do hereby covenant and
agree as follows:
1. Recitals are True and Correct; and Defined Terms.
The foregoing Recitals are true and correct and form a part of this
Agreement and any capitalized terms not defined in this Agreement shall
have the meanings set forth in the Credit Agreement.
2. Modification of Credit Agreement
The reference to "$5,000,000.00" in Section 8.7 of the Credit
Agreement (entitled "Redemption") is hereby amended and restated to be
"$15,000,000.00".
3. Representations and Warranties.
Borrower represents and warrants that: (a) the representations and
warranties in the Credit Agreement are true in all materials respects as
17
of the date hereof (both before and after giving effect to this Agreement);
and (b) no Event of Default or Unmatured Event of Default has occurred and
is continuing as of the date hereof (both before and after giving effect
to this Agreement).
4. Conditions Precedent.
The effectiveness of this Agreement is subject to the receipt by the
Agent of the following:
a. At least ten (10) original counterparts of this Agreement, duly
executed by all signatories hereto; and
b. Any and all additional certificates, opinions, agreements,
instruments, documents and assurances as the Agent may
reasonably request.
5. Consent of Guarantors.
Each of the Subsidiaries has joined into the execution of this
Agreement for the purposes of consenting to this Agreement in their
capacity as Guarantors and ratifying the Guaranty, which remains in full
force and effect in accordance with its terms, and for the further purpose
of confirming that each of them remains liable as a Guarantor on the
Guaranty and that such liability is not in any way altered, diminished or
impaired by this Agreement.
6. Effect of this Agreement.
This Agreement supplements and amends the Credit Agreement and
constitutes a part of the Credit Agreement and one of the Loan Documents.
Except as specifically supplemented or amended by this Agreement, the
Credit Agreement and all other Loan Documents are hereby ratified and each
shall remain in full force and effect according to their respective terms.
7. Claims and Defenses.
The Borrower and each Subsidiary represents and warrants to each of
the other parties to this Agreement that there is no defense or right of
offset against any Obligations, and the Borrower and each Subsidiary hereby
waives, and releases, acquits, satisfies, and forever discharges each of
the other parties to this Agreement and their respective officers,
directors, shareholders and agents (collectively, "Released Parties") from
any and all claims, counterclaims, defenses, actions, causes of action,
suits, controversies, agreements, promises and demands whatsoever in law
or in equity which the Borrower or any Subsidiary ever had, now has or
which any legal representative, successor or assign of any of them can,
shall, or may have against any of the Released Parties for, upon or by
reason of any matter, cause or thing whatsoever from the beginning of time
to the date of this Agreement, including, without limitation, any such
matter, cause or thing arising out of or with respect to the Guaranty or
any of the Loan Documents, excluding only those obligations of the Agent
and Banks expressly set forth in the Loan Documents to the extent arising
on or after the date of this Agreement.
8. Successors and Assigns.
This Agreement shall bind and inure to the benefit of the parties
hereto and their respective legal representatives, successors and assigns;
18
provided, however, that no party may assign, and no Person shall succeed
to, any rights, powers, duties or obligations in violation of the Credit
Agreement or other Loan Documents.
9. Captions.
All captions or headings contained in this Agreement are provided for
convenience and ease of reference only, and are in no way intended to, nor
shall they, form a part of or limit, restrict or define the scope or
content of this Agreement.
10. Governing Law.
This Agreement shall be governed by and construed according to the
laws of the State of Florida.
11. Counterparts.
This Agreement may be executed and delivered in any number of
counterparts, each of which, when so executed and delivered, shall be and
constitute an original and one and the same document.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first written above.
BORROWER:
ENGLE HOMES, INC., a Florida corporation
\s\ DAVID SHAPIRO
By: --------------------------------
Name: David Shapiro
Title: Vice President
(SEAL)
GUARANTORS:
ENGLE HOMES/ORLANDO, INC.,
ENGLE HOMES/PALM BEACH, INC.,
ENGLE HOMES/BROWARD, INC.,
ENGLE HOMES/PEMBROKE, INC.,
ENGLE HOMES/GULF COAST, INC.,
ENGLE HOMES/ATLANTA, INC. (f/k/a Engle
Homes/Dade, Inc.),
ENGLE HOMES/SOUTHWEST FLORIDA, INC. (f/k/a
Engle Homes/Naples, Inc.),
ENGLE HOMES/LAKE BERNADETTE, INC.,
ENGLE HOMES/COLORADO, INC. (f/k/a Park
Engle Homes, Inc.),
ENGLE HOMES/ARIZONA, INC. (f/k/a Engle
Homes/Maryland, Inc.),
ENGLE HOMES/NORTH CAROLINA, INC.,
ENGLE HOMES/TEXAS, INC.,
ENGLE HOMES/VIRGINIA, INC.,
GREENLEAF HOMES, INC.,
PREFERRED BUILDERS REALTY, INC.,
19
PREFERRED HOME MORTGAGE COMPANY,
UNIVERSAL LAND TITLE, INC.,
PEMBROKE FALLS REALTY, INC.,
ST. TROPEZ AT BOCA GOLF, INC.,
ENGLE HOMES/JACKSONVILLE, INC.
and BANYAN TRAILS, INC., each a Florida
corporation, ENGLE HOMES/ARIZONA
CONSTRUCTION, INC., an Arizona
corporation, and UNIVERSAL LAND TITLE OF
COLORADO, INC., a Colorado corporation,
and ENGLE HOMES REALTY, INC., a Georgia
corporation
\s\ DAVID SHAPIRO
By: --------------------------------
Name: David Shapiro
Title: Vice President
(CORPORATE SEALS)
BANKS:
SUNTRUST BANK, SOUTH FLORIDA, NATIONAL
ASSOCIATION
\s\ JEFFREY I. SHULMAN
By: --------------------------------
Name: Jeffrey I. Shulman
Title: Senior Vice President
BANK OF AMERICA, NATIONAL ASSOCIATION
successor to BANK OF AMERICA NATIONAL
TRUST AND SAVINGS ASSOCIATION, a national
banking association, successor in interest
to NationsBank, N.A.
\s\ KELLY P. PRENTISS
By: --------------------------------
Name: Kelly P. Prentiss
Title: Vice President
GUARANTY FEDERAL BANK, FSB
\s\ PAUL J. PIROK
By: --------------------------------
Name: Paul J. Pirok
Title: Senior Vice President
BANK ONE, NA formerly known as The First
National Bank of Chicago, successor in
interest to Bank One, Arizona, N.A.
\s\ CHRISTOPHER J. FLYNN
By: --------------------------------
20
Name: Christopher J. Flynn
Title: Corporate Banking Officer
BANKBOSTON, N.A.
\s\ KEVIN HAKE
By: --------------------------------
Name: Kevin Hake
Title: Director
NORWEST BANK COLORADO, NATIONAL
ASSOCIATION
\s\ ALLISON GALLAGHER
By: -------------------------------
Name: Allison Gallagher
Title: Vice President
AGENT:
SUNTRUST BANK, SOUTH FLORIDA, NATIONAL
ASSOCIATION, a national banking
association
\s\ JEFFREY I. SHULMAN
By: -------------------------------
Name: Jeffrey I. Shulman
Title: Senior Vice President
21
Exhibit 10.11
THIRD AMENDMENT TO CREDIT AGREEMENT
THIS AGREEMENT (the "Agreement") supplements and amends the Credit
Agreement dated as of May 28, 1998 (the "Original Credit Agreement") by and
among Engle Homes, Inc., a Florida corporation, as Borrower (the "Borrower"),
the Banks named therein and party thereto, as Banks, SunTrust Bank (f/k/a
SunTrust Bank, South Florida, National Association), as Administrative Agent
(the "Administrative Agent" or "Agent"), and NationsBank, N.A., a national
banking association, as Documentation Agent (the "Documentation Agent"), as
amended by a First Amendment to Credit Agreement dated as of May 26, 1999 (the
"First Amendment") by and among the Borrower, the Subsidiaries (defined in the
Original Credit Agreement) of Borrower existing as of the date of the First
Amendment, the Banks party to the Original Credit Agreement as of the date of
the First Amendment, and the Administrative Agent, and a Second Amendment to
Credit Agreement dated as of December 1, 1999 (the "Second Amendment") by and
among the Borrower, the Subsidiaries (defined in the Original Credit Agreement)
of Borrower existing as of the date of the Second Amendment, the Banks party to
the Original Credit Agreement as of the date of the Second Amendment, and the
Administrative Agent (the Original Credit Agreement as amended by the First
Amendment and Second Amendment is hereinafter referred to as the "Credit
Agreement"), and is made as of this 21st day of June, 2000 by and among the
Borrower, the Subsidiaries (defined in the Credit Agreement) of Borrower
existing as of the date of this Agreement, the Banks now party to the Credit
Agreement, and the Administrative Agent. As of the date of this Agreement,
Bank of America, National Association is the successor in interest to
NationsBank, N.A., The First National Bank of Chicago is the successor in
interest to Bank One, Arizona, N.A., and is now known as Bank One, NA (Main
Office Chicago), Norwest Bank, Colorado, N.A. is now known as Wells Fargo Bank
West, and SunTrust Bank, South Florida, National Association is now known as
SunTrust Bank.
RECITALS:
WHEREAS, the Borrower, the Subsidiaries (defined in the Credit Agreement)
of Borrower existing as of the date of this Agreement, the Banks now party to
the Credit Agreement, and the Administrative Agent desire to recognize certain
changes and amend the Credit Agreement, all as expressly set forth in this
Agreement;
W I T N E S S E T H:
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Borrower, the Subsidiaries (defined in the Credit Agreement)
of Borrower existing as of the date of this Agreement, the Banks now party to
the Credit Agreement, and the Administrative Agent and do hereby covenant and
agree as follows:
1. Recitals are True and Correct; and Defined Terms.
The foregoing Recitals are true and correct and form a part of this
Agreement and any capitalized terms not defined in this Agreement shall have the
meanings set forth in the Credit Agreement.
2. New Guarantors.
22
Engle Homes Delaware, Inc. and Engle Homes Financing, Inc. are each a
Delaware corporation, a new Subsidiary of Borrower, and New Guarantor, and each
has and does hereby become a Guarantor in accordance with Section 11.4 of the
Credit Agreement, and does hereby assume and become liable for all indebtedness,
liabilities and obligations of a Guarantor under the Guaranty and other Loan
Documents, on a joint and several basis with each of the other Guarantors.
3. Changes in Commitments and Banks.
(a) Borrower delivered an Extension Request pursuant to Section 2.21(a)
of the Credit Agreement, requesting a one-year extension of the
Facility Maturity Date from May 29, 2002 to May 29, 2003, and that the
Banks amend the Credit Agreement as set forth in this Agreement. All
of the Banks approved the Extension Request, except for Fleet National
Bank (f/k/a BankBoston, N.A.). Prior to the date of this Agreement,
Fleet National Bank (f/k/a BankBoston, N.A.) assigned $4,152,248 of
its Commitment to Bank of America, National Association, $4,844,291
of its Commitment to Guaranty Federal Bank, FSB, and $2,768,167 of its
Commitment to Wells Fargo Bank West, thus increasing the respective
Commitments of those Banks by the amount so assigned. As a result of
those assignments, Fleet National Bank (f/k/a BankBoston, N.A.) has
no further Commitment.
(b) Schedule "A" attached hereto and incorporated herein replaces Schedule
"A" to the Credit Agreement and sets forth each of the Banks now party
to the Credit Agreement and their respective Commitments as of the
date of this Agreement, after giving effect to the changes described
in paragraph (a) of this Section of this Agreement.
(c) The Notes originally issued to each Bank party to this Agreement shall
continue to evidence all Loans now or hereafter made by or owing to
such Bank, after giving effect to the foregoing changes, since each
Bank's Commitment, as so increased, is now less than the original
stated principal amount of its respective Note.
4. Modifications to the Credit Agreement
a. Facility Maturity Date
(i) The definition of "Facility Maturity Date" in Article I of the
Credit Agreement is hereby amended and restated to read as follows:
""Facility Maturity Date" means May 29, 2003, as the same may be
extended for any one year period as provided in Section 2.21."
(ii) The first and second sentences of paragraph (a) of Section 2.21
of the Credit Agreement are hereby amended and restated to read as follows:
"On an annual basis, no earlier than twenty seven (27) months and no
later than twenty four (24) months prior to the then existing Facility
Maturity Date, Borrower may request a one-year extension of the
Facility Maturity Date by submitting a written request for an
extension to Agent (an "Extension Request"), which Extension Request
shall include the total amount of the extension fee Borrower is
willing to pay for the extension. Promptly upon (but not later than
five (5) Business Days after) receipt of the Extension Request, Agent
shall notify each Bank that Agent received an Extension Request and
23
of the amount of the extension fee that would be paid to such Bank if
the Extension Request is approved by all Banks (including, if
applicable, Replacement Banks), and shall request each Bank to approve
the Extension Request."
(iii) Consistent with the foregoing provisions of this paragraph
(a) of this Section 4 of this Agreement, all other references to "two (2)
years" in the remainder of Section 2.21 of the Credit Agreement are hereby
amended and restated to be "one (1) year". As a result, except for the
amendment and restatement of the first and second sentences of paragraph
(a) of Section 2.21 of the Credit Agreement in accordance with paragraph
4(a)(i) of this Agreement, the remainder of Section 2.21 of the Credit
Agreement shall remain in the form expressed in the Original Credit
Agreement.
(iv) Paragraph (c) of Section 2.5 of the Credit Agreement is
hereby amended and restated to read as follows:
"(c) Extension Fee. If the Facility Maturity Date is extended
pursuant to the provisions of Section 2.21, then the Borrower shall
pay to Agent the extension fee in the amount set forth in the
Extension Request approved by all Banks (including, if applicable,
Replacement Banks). The extension fee shall be paid by Borrower to
Agent, in advance, within five (5) Business Days after Agent notifies
Borrower of the extension of the Facility Maturity Date pursuant to
Section 2.21(a). The extension fee shall be non-refundable in any
event. Once paid by Borrower, SunTrust shall retain any portion of
the extension fee due to it as Bank and Agent, and pay to each other
Bank (including, if applicable, Replacement Banks) its respective
portion of the extension fee."
b. Borrowing Base.
(i) The reference to "Twenty Two Million and 00/100 Dollars
($22,000,000.00)" in clause (b) in the definition of Borrowing Base in
Article I of the Credit Agreement is hereby amended and restated to be
"Twenty Five Million and 00/100 Dollars ($25,000,000.00)."
(ii) The reference to "Twenty Nine Million and 00/100 Dollars
($29,000,000.00)" in clause (c) in the definition of Borrowing Base in
Article I of the Credit Agreement is hereby amended and restated to be
"Thirty Five Million and 00/100 Dollars ($35,000,000.00)."
(iii) The reference to "twenty percent (20%)" in clause (e) in the
definition of Borrowing Base in Article I of the Credit Agreement is hereby
amended and restated to be "Twenty Five Percent (25%)."
c. Letter of Credit Facility Limitation.
The reference to "$10,000,000.00" in clause (ii) of Section 4.2 of the
Original Credit Agreement, as amended and restated in the First Amendment
to be "$15,000,000.00, is hereby amended and restated to be
"$20,000,000.00."
d. Indebtedness Limitation.
The reference to "$35,000,000" in clause (viii) of Section 8.2 of the
Credit Agreement, as amended and restated in the First Amendment, is hereby
amended and restated to be "$40,000,000."
24
5. Representations and Warranties.
Borrower represents and warrants that: (a) the representations and
warranties in the Credit Agreement are true in all materials respects as of the
date hereof (both before and after giving effect to this Agreement); and (b) no
Event of Default or Unmatured Event of Default has occurred and is continuing
as of the date hereof (both before and after giving effect to this Agreement).
6. Conditions Precedent.
The effectiveness of this Agreement is subject to the receipt by the Agent
of the following:
a. At least ten (10) original counterparts of this Agreement, duly
executed by all signatories hereto; and
b. Any and all additional certificates, opinions, agreements,
instruments, documents and assurances as the Agent may reasonably
request.
7. Consent of Guarantors.
Each of the Subsidiaries has joined into the execution of this Agreement
for the purposes of consenting to this Agreement in their capacity as Guarantors
and ratifying the Guaranty, which remains in full force and effect in accordance
with its terms, and for the further purpose of confirming that each of them
remains liable as a Guarantor on the Guaranty and that such liability is not in
any way altered, diminished or impaired by this Agreement.
8. Effect of this Agreement.
This Agreement supplements and amends the Credit Agreement and constitutes
a part of the Credit Agreement and one of the Loan Documents. Except as
specifically supplemented or amended by this Agreement, the Credit Agreement and
all other Loan Documents are hereby ratified and each shall remain in full force
and effect according to their respective terms.
9. Claims and Defenses.
The Borrower and each Subsidiary represents and warrants to each of the
other parties to this Agreement that there is no defense or right of offset
against any Obligations, and the Borrower and each Subsidiary hereby waives, and
releases, acquits, satisfies, and forever discharges each of the other parties
to this Agreement and their respective officers, directors, shareholders and
agents (collectively, "Released Parties") from any and all claims,
counterclaims, defenses, actions, causes of action, suits, controversies,
agreements, promises and demands whatsoever in law or in equity which the
Borrower or any Subsidiary ever had, now has or which any legal representative,
successor or assign of any of them can, shall, or may have against any of the
Released Parties for, upon or by reason of any matter, cause or thing whatsoever
from the beginning of time to the date of this Agreement, including, without
limitation, any such matter, cause or thing arising out of or with respect to
the Guaranty or any of the Loan Documents, excluding only those obligations of
the Agent and Banks expressly set forth in the Loan Documents to the extent
arising on or after the date of this Agreement.
10. Successors and Assigns.
25
This Agreement shall bind and inure to the benefit of the parties hereto
and their respective legal representatives, successors and assigns; provided,
however, that no party may assign, and no Person shall succeed to, any rights,
powers, duties or obligations in violation of the Credit Agreement or other Loan
Documents.
11. Captions.
All captions or headings contained in this Agreement are provided for
convenience and ease of reference only, and are in no way intended to, nor shall
they, form a part of or limit, restrict or define the scope or content of this
Agreement.
12. Governing Law.
This Agreement shall be governed by and construed according to the laws of
the State of Florida.
13. Counterparts.
This Agreement may be executed and delivered in any number of counterparts,
each of which, when so executed and delivered, shall be and constitute an
original and one and the same document.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first written above.
BORROWER:
ENGLE HOMES, INC., a Florida corporation
\s\ DAVID SHAPIRO
By: -------------------------------------
Name: David Shapiro
Title: Vice President
(SEAL)
GUARANTORS:
ENGLE HOMES/ORLANDO, INC.,
ENGLE HOMES/PALM BEACH, INC.,
ENGLE HOMES/BROWARD, INC.,
ENGLE HOMES/PEMBROKE, INC.,
ENGLE HOMES/GULF COAST, INC.,
ENGLE HOMES/ATLANTA, INC. (f/k/a Engle
Homes/Dade, Inc.),
ENGLE HOMES/SOUTHWEST FLORIDA, INC. (f/k/a
Engle Homes/Naples, Inc.),
ENGLE HOMES/LAKE BERNADETTE, INC.,
ENGLE HOMES/COLORADO, INC. (f/k/a Park Engle
Homes, Inc.),
ENGLE HOMES/ARIZONA, INC. (f/k/a Engle
Homes/Maryland, Inc.),
ENGLE HOMES/NORTH CAROLINA, INC.,
ENGLE HOMES/TEXAS, INC.,
ENGLE HOMES/VIRGINIA, INC.,
GREENLEAF HOMES, INC.,
26
PREFERRED BUILDERS REALTY, INC.,
PREFERRED HOME MORTGAGE COMPANY,
UNIVERSAL LAND TITLE, INC.,
PEMBROKE FALLS REALTY, INC.,
ST. TROPEZ AT BOCA GOLF, INC.,
ENGLE HOMES/JACKSONVILLE,INC.
and BANYAN TRAILS, INC., each a Florida
corporation, ENGLE HOMES/ARIZONA
CONSTRUCTION, INC., an Arizona corporation,
UNIVERSAL LAND TITLE OF COLORADO, INC., a
Colorado corporation, and ENGLE HOMES
REALTY, INC., a Georgia corporation
\s\ DAVID SHAPIRO
By: ------------------------------
Name: David Shapiro
Title: Vice President
(CORPORATE SEALS)
ENGLE HOMES DELAWARE, INC. and ENGLE HOMES
FINANCING, INC., each a Delaware corporation
\s\ MILDRED F. SMITH
By: ------------------------------
Name: Mildred F. Smith
Title: President
(CORPORATE SEALS)
BANKS:
SUNTRUST BANK (F/K/A SUNTRUST BANK, SOUTH
FLORIDA, NATIONAL ASSOCIATION)
\s\ JEFFREY I. SHULMAN
By: -------------------------------
Name: Jeffrey I. Shulman
Title: Senior Vice President
BANK OF AMERICA, NATIONAL ASSOCIATION, a
national banking association, successor in
interest to NationsBank, N.A.
\s\ KELLEY P. PRENTISS
By: -------------------------------
Name: Kelley P. Prentiss
Title: Vice President
GUARANTY FEDERAL BANK, FSB
\s\ KEVIN DELOZIER
By: -------------------------------
Name: Kevin DeLozier
Title: Assistant Vice President
27
BANK ONE, NA (MAIN OFFICE CHICAGO) (F/K/A
THE FIRST NATIONAL BANK OF CHICAGO,
successor in interest to Bank One, Arizona,
N.A.)
\s\ F. PATT SCHIEWITZ
By: --------------------------------
Name: F. Patt Schiewitz
Title: Senior Vice President
WELLS FARGO BANK WEST (F/K/A NORWEST BANK
COLORADO, NATIONAL ASSOCIATION)
\s\ ALLISON GALLAGHER
By: --------------------------------
Name: Allison Gallagher
Title: Vice President
AGENT:
SUNTRUST BANK (F/K/A SUNTRUST BANK, SOUTH
FLORIDA, NATIONAL ASSOCIATION)
\s\ JEFFREY I. SHULMAN
By: ---------------------------------
Name: Jeffrey I. Shulman
Title: Senior Vice President
28
SCHEDULE "A"
Existing Banks and Commitments
SunTrust Bank, South Florida, National Association $38,235,294
Bank of America, National Association $21,799,307
Guaranty Federal Bank, FSB $19,550,173
The First National Bank of Chicago $11,764,706
Wells Fargo Bank West $8,650,520
29
