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EXHIBIT 10.6
FIRST MODIFICATION
OF
SECOND AMENDED AND RESTATED
CREDIT AGREEMENT AND LOAN DOCUMENTS
This First Modification of Second Amended and Restated Credit Agreement
and Loan Documents (this "Agreement") is made this ____ day of April, 2000, by
and among THE ROTTLUND COMPANY, INC., a Minnesota corporation ("Borrower"),
FLEET NATIONAL BANK, formerly known as BANKBOSTON, N.A. ("BKB"), a national
banking association having its principal place of business at 111 Westminster
Street, Providence, Rhode Island 02903 ("Fleet"), BANK UNITED, and FLEET
NATIONAL BANK, as Agent (the "Agent") for itself and the other lending
institutions which are or may become parties to the Credit Agreement (as
hereinafter defined).
W I T N E S S E T H:
IN CONSIDERATION OF TEN AND NO/100 DOLLARS ($10.00) and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the undersigned Borrower, Fleet and Agent hereby covenant and
agree as follows:
1. RECITALS. The following Recitals are true and correct as of
the date of this Agreement.
(a) The Borrower, BKB and BKB, as agent, entered into that
certain Second Amended and Restated Credit Agreement dated as of November 30,
1999 (as may be amended or modified from time to time, the "Credit Agreement").
(b) The parties to the Credit Agreement wish to further amend
and modify the Credit Agreement and the other Loan Documents.
(c) All terms not otherwise defined herein shall have the same
meaning as in the Credit Agreement.
2. AMENDMENTS.
(a) The Credit Agreement is hereby modified by deleting
Section 2.11 and inserting the following in lieu thereof:
"Section 2.11 REPURCHASE OF EXISTING SENIOR
INDEBTEDNESS. Borrower may repurchase not less than eighty
percent (80%) of the principal amount outstanding of the
Existing Senior Indebtedness ("Senior Repurchase") at any time
prior to April 30, 2000, at a price equal to the principal
amount outstanding under the Existing Senior Indebtedness plus
a premium ("Repurchase Premium") not to exceed $1,200,000.00.
The Commitment Amount will be increased by $25,000,000.00 at
the time of such Senior Repurchase. The total cost of the
Senior Repurchase ("Existing Senior Indebtedness Repurchase
Cost") shall equal the sum of the principal amount of the
Existing Senior Indebtedness purchased by the Borrower PLUS
the Repurchase Premium."
(b) Any reference to "$35,000,000.00" in the Loan Documents
shall mean $55,000,000.00".
(c) The Credit Agreement is hereby modified by deleting
Schedule 1 attached to the Credit Agreement and inserting in lieu thereof
SCHEDULE 1 attached hereto.
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(d) Any reference in any of the Loan Documents to "BankBoston,
N.A." or "BKB" shall mean "Fleet National Bank, a national banking association"
or "Fleet" respectively.
(e) Any reference in any of the Loan Documents to "Agent"
shall mean "Fleet National Bank, as Agent."
3. EFFECTIVE DATE. The Effective Date of this Agreement shall be
as of April ___, 2000.
4. RATIFICATION. Except as modified hereby, the terms and
conditions of the Credit Agreement and the other Loan Documents shall remain in
full force and effect and the Borrower hereby ratifies the terms and conditions
thereof.
5. NO DEFAULT OR EVENT OF DEFAULT. By its execution hereof,
Borrower warrants and represents that there does not, as of the date hereof,
exist a default, event of default or event or circumstance with which the
passage of time or giving of notice, or both, would constitute a default or
event of default under any of the Loan Documents. By its execution hereof,
Borrower reaffirms, as of the date hereof, all of the representations,
warranties and indemnities contained in the Loan Documents except to the extent
any of the representations or warranties speak to a specific earlier date, or
the facts on which any of them were based have been changed by transactions
contemplated or permitted by the Loan Documents. As of the date hereof, Borrower
has no defense, offset or counterclaim against the indebtedness evidenced or
secured by any of the Loan Documents, as amended, or against the Agent or the
Banks.
6. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon
and inure to the benefit of Borrower and Fleet and the other parties to the Loan
Documents and their respective successors and assigns, whether voluntary by act
of the parties or involuntary by operation of law.
7. CROSS REFERENCE. All references in the Loan Documents to the
Credit Agreement shall hereafter include the modifications to the Credit
Agreement set forth herein.
8. COUNTERPARTS. This Agreement may be executed in any number of
counterparts each of which shall be deemed an original.
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IN WITNESS WHEREOF, the undersigned Borrower, Fleet and Agent have
hereunto caused this Agreement to be executed by their duly authorized corporate
officers and their seal to be affixed hereto as of the day and year first above
written.
THE ROTTLUND COMPANY, INC., a
Minnesota corporation
By:
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Title:
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FLEET NATIONAL BANK., a national
banking association
By:
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Title:
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BANK UNITED
By:
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Title:
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FLEET NATIONAL BANK, as Agent
By:
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Title:
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The undersigned guarantors hereby agree to all modifications of the
Credit Agreement contained in this Agreement and hereby ratify and reaffirm
their respective Amended and Restated Subsidiary Guaranty dated as of November
30, 1999.
NORTHCOAST MORTGAGE, INC.
By:
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Its:
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ROTTLUND HOMES OF FLORIDA, INC.
By:
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Its:
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ROTTLUND HOMES OF INDIANA, INC.
By:
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Its:
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ROTTLUND HOMES OF INDIANA
LIMITED PARTNERSHIP
By: Rottlund Homes of Indiana, Inc.,
Its General Partner
By:
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Its:
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ROTTLUND HOMES OF IOWA, INC.
By:
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Its.
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ROTTLUND HOMES OF NEW JERSEY
By:
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Its:
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