Securities and Exchange Commission
Washington D.C. 20549
FORM 10-Q
[ X ] Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities
Exchange Act of 1934 For the
Period Ended March 31, 2000.
[ ] Transition Report Pursuant to Section 13 or 15 (d) of the Securities
Exchange Act of 1934 For the
Transition Period From -_______________ to ________________.
Commission file number 0-22562
CROSSMANN COMMUNITIES, INC.
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INDIANA 35-1880120
- ---------------------------------------- ---------------------------
(State of incorporation) (I.R.S. Identification No.)
9210 NORTH MERIDIAN STREET
INDIANAPOLIS, IN 46260
- ---------------------------------------- ---------------------------
(Address of principal executive offices) (Zip Code)
(317) 843-9514
- ----------------------------------------
(Telephone number)
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Indicate by check mark whether the registrant (1) has filed all documents and
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
periods that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days: Yes X No
There were 10,615,995 Common shares outstanding as of May 15, 2000.
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CROSSMANN COMMUNITIES, INC.
FORM 10-Q
INDEX
Part I. Financial Information.
Item 1. Financial Statements.
Consolidated balance sheets as of March 31, 2000 (unaudited) and December 31,
1999.
Consolidated unaudited statements of income for the three months ended March
31, 2000 and 1999.
Consolidated unaudited statements of cash flows for the three months ended
March 31, 2000 and 1999.
Notes to consolidated unaudited financial statements for the three months
ended March 31, 2000 and1999.
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.
Part II. Other Information
Item 1. Legal Proceedings.
Item 2. Changes in Securities.
Item 3. Defaults upon Senior Securities.
Item 4. Submission of Matters to a Vote of Security Holders.
Item 5. Other Information.
Item 6. Exhibits and Reports on Form 8-K.
Signatures.
<PAGE>
PART I. FINANCIAL INFORMATION.
Item 1. Financial Statements
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CROSSMANN COMMUNITIES, INC.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
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MARCH 31, 2000 DECEMBER 31, 1999
---------------- ------------------
(UNAUDITED)
----------------
ASSETS
Cash and cash equivalents $ 2,949,106 $ 13,635,911
Retainages 1,888,120 1,198,342
Real estate inventories 269,929,237 259,995,959
Furniture and equipment, net 4,740,668 4,753,141
Investments in joint ventures 27,738,372 27,669,884
Goodwill, net 16,848,968 17,597,512
Other assets 15,323,814 15,024,356
---------------- ------------------
Total assets $ 339,418,285 $ 339,875,105
================ ==================
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable $ 12,582,563 $ 22,335,253
Accrued expenses and other liabilities 8,509,075 9,101,392
Notes payable 133,284,588 119,959,088
---------------- ------------------
Total liabilities 154,376,226 151,395,733
Commitments and contingencies
Shareholders' equity:
Common shares 55,634,009 63,616,282
Retained earnings 129,408,050 124,863,090
---------------- ------------------
Total shareholders' equity 185,042,059 188,479,372
---------------- ------------------
Total liabilities and shareholders' equity $ 339,418,285 $ 339,875,105
================ ==================
<FN>
See accompanying notes.
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CROSSMANN COMMUNITIES, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
THREE MONTHS ENDED MARCH 31,
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2000 1999
------------- ------------
Sales of residential real estate $106,525,968 $90,416,073
Cost of residential real estate sold 85,171,746 72,316,290
------------- ------------
Gross profit 21,354,222 18,099,783
Selling, general and
administrative 14,337,753 11,466,305
------------- ------------
Income from operations 7,016,469 6,633,478
Other income, net 1,176,538 566,266
Interest expense (650,563) (475,600)
------------- ------------
525,975 90,666
------------- ------------
Income before income taxes 7,542,444 6,724,144
Income taxes 2,997,484 2,689,822
------------- ------------
Net income $ 4,544,960 $ 4,034,322
============= ============
Weighted average number of
common shares outstanding:
Basic 11,341,195 11,543,781
Diluted 11,515,042 11,773,206
============= ============
Net income per common share:
Basic $ .40 $ .35
Diluted $ .39 $ .34
============= ============
<FN>
See accompanying notes.
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CROSSMANN COMMUNITIES, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
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THREE MONTHS THREE MONTHS
ENDED MARCH 31, ENDED MARCH 31,
----------------- -----------------
2000 1999
----------------- -----------------
OPERATING ACTIVITIES:
Net Income $ 4,544,960 $ 4,034,322
Adjustments to reconcile net income to net cash
flows from operating activities:
Depreciation 277,950 226,861
Amortization 735,754 191,817
Equity in earnings of affiliates (388,300) (176,600)
Cash provided (used) by changes in:
Retainages (689,778) (811,154)
Real estate inventories (9,933,278) (17,817,126)
Other assets (286,668) (620,109)
Accounts payable (9,752,690) (8,659,063)
Accrued expenses and other liabilities (592,317) (1,428,443)
----------------- -----------------
Net cash flows used by operating activities (16,084,367) (25,059,495)
INVESTING ACTIVITIES:
Purchases of furniture and equipment (265,477) (254,391)
Investments in joint ventures 319,812 (488,323)
----------------- -----------------
Net cash provided (used by) investing activities 54,335 (742,714)
FINANCING ACTIVITIES:
Proceeds from bank borrowing 55,735,000 51,782,000
Principal payments on bank borrowing (42,390,000) (42,187,000)
Payments on notes and long-term debt (19,500) (665,289)
Repurchase of common shares (8,058,223) -0-
Net proceeds from sale of common shares 75,950 -0-
----------------- -----------------
Net cash provided by financing activities 5,343,227 8,929,711
----------------- -----------------
Net increase in cash and cash equivalents (10,686,805) (16,872,498)
Cash and cash equivalents at beginning of period 13,635,911 18,011,456
----------------- -----------------
Cash and cash equivalents at end of period $ 2,949,106 $ 1,138,958
================= =================
<FN>
See accompanying notes.
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CROSSMANN COMMUNITIES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
BASIS OF PRESENTATION
Crossmann Communities, Inc. ("Crossmann" or the "Company") is engaged
primarily in the development, construction, marketing and sale of new
single-family homes for first-time and first move-up buyers. The Company also
acquires and develops land for construction of such homes and originates
mortgage loans for the buyers. The Company operates in Indianapolis, Ft.
Wayne, Lafayette and Southern Indiana; Cincinnati, Columbus and Dayton, Ohio;
Lexington, Kentucky; Memphis and Nashville, Tennessee; Charlotte and Raleigh,
North Carolina; and in Myrtle Beach, South Carolina. The Company is in the
process of withdrawing from the Louisville, Kentucky market.
The accompanying unaudited consolidated financial statements have been
prepared in accordance with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, the unaudited consolidated financial statements
do not include all of the information and footnotes required by accounting
principles generally accepted in the United States of America for complete
financial statements. In the opinion of the Company, all adjustments
(consisting of normal recurring accruals) considered necessary to present
fairly the consolidated financial statements have been included.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND
RESULTS OF OPERATIONS.
Management's discussion and analysis may include certain "forward-looking
statements," as defined in the Private Securities Litigation Reform Act of
1995. Such statements may involve unstated risks, uncertainties and other
factors that may cause actual results to differ materially.
The Company's business and the homebuilding industry in general are subject to
changes in economic conditions, including, but not limited to, employment
levels, interest rates, the availability of credit, and consumer confidence.
The Company's success over the past several years has been influenced by a
variety of factors including favorable economic conditions in its principal
markets, the availability of capital for expansion, and low interest rates.
To the extent these conditions do not continue, the Company's operating
results may be adversely affected.
The Company's business is also subject to weather-related seasonal factors
that can affect quarter-to-quarter results of operations. Adverse weather
conditions during the first and second quarters of the year usually restrict
site development work, and construction limitations generally result in fewer
closings during this period. Results of operations during the first half of
the year also tend to reflect increased costs associated with adverse weather.
Warmer, dryer weather during the second half of the year generally permits
higher closings and greater field efficiency.
THREE MONTHS ENDED MARCH 31, 2000 COMPARED TO THE THREE MONTHS ENDED MARCH 31,
1999.
Results of Operation
Sales for the three months ended March 31, 2000 increased approximately $16.1
million, or 17.8%, over the same period in 1999. This increase reflects more
homes closed, 842 homes in 2000 compared to 773 in 1999. Selling prices were
higher approximately $126,500 per home for the period in 2000, compared to
approximately $117,000 in 1999. The increase resulted from a greater number
of closings in the higher priced markets in Ohio and Raleigh and to a trend
among consumers in all markets to purchase more optional items.
Gross profit increased approximately $3.3 million for the three months ended
March 31, 2000, over the same period the year before. Gross profit as a
percentage of sales remained constant at 20.0% in 2000 and in 1999.
Selling, general and administrative expenses increased $2.9 million during the
three months ended March 31, 2000 compared to the same period in 1999, due in
part to sales commissions on the higher sales and increased overhead related
to the Company's new markets. Selling, general and administrative expenses
increased as a percentage of sales to 13.5% in 2000 from 12.7% in 1999.
Other income increased approximately $435,300 for the three months ended March
31, 2000 compared to the same period the year before. Trinity Homes LLC
("Trinity"), a homebuilding joint venture in Indianapolis, contributed income
to Crossmann of approximately $388,300, compared to approximately $176,600 in
1999.
Income before income taxes for the three months ended March 31, 2000
increased approximately $818,300, from approximately $6.7 million in 1999 to
more than $7.5 million in 2000, an increase of 12.2%. This increase is due
principally to increased sales volume. Income before income taxes as a
percentage of sales decreased to 7.1% of sales in 2000 compared to 7.4% in
1999.
Net income was approximately $510,600 higher for the first quarter of 2000
than for the first quarter of 1999, an increase of 12.7%. As a percentage of
sales, net income decreased to 4.3 % in the first three months of 2000 from
4.5% in 1999.
CHANGES IN FINANCIAL POSITION
Inventory
Real estate inventories increased approximately $9.9 million, or 3.8%, from
their December 31, 1999 level. The expansion in inventory reflects heavy
building activity on homes in backlog, many of which are expected to close by
year end. It also reflects land acquisition and development activity for the
year 2000 and beyond.
Notes Payable
Notes payable increased approximately $13.3 million during the first three
months of 2000 as borrowings were used to finance real estate inventories,
joint venture investments, and the Company's share repurchase program.
CAPITAL RESOURCES AND LIQUIDITY
At March 31, 2000, the Company had approximately $2.9 million in cash and cash
equivalents.
The Company's primary uses of capital are home construction costs and the
purchase and development of land. Real estate inventories were approximately
$269.9 million, or 79.5% of total assets, at March 31, 2000, compared to
$260.0 million or 76.5% of total assets at December 31, 1999. Capital is
also used for the addition and improvement of equipment used in administering
the business, for model home furnishings, and the Company's share repurchase
program.
The Company also used cash in the first quarter to repurchase 510,300 shares
at an average price of $15.79. This program was authorized October 8, 1999 by
the Board of Directors. The total authorization was 15% of the total shares
then outstanding or 1.7 million shares. As of March 31, 2000, the Company has
repurchased 692,800 shares.
Cash expenditures are financed with cash from operations and with borrowings
on a $100.0 million unsecured line of credit, with Bank One, Indiana, N.A. as
agent. The line of credit bears interest at the banks's prime lending rate,
but permits portions of the outstanding balance to be committed for fixed
periods of time at a rate equal to LIBOR plus 1.45%. The credit facility
matures March 31, 2002. At March 31, 2000, $69.3 million was outstanding on
this line.
The Company also has approximately $63.9 million in senior notes outstanding.
Of this total, $13.9 million is payable through 2004 at a fixed interest rate
of 7.625%, payable quarterly. On December 21, 2000, the Company will make a
scheduled reduction in the outstanding principal balance of these notes of
$2,777,778. Crossmann has an additional $50.0 million in notes outstanding,
payable through 2008 at a fixed interest rate of 7.75%, payable quarterly.
Annual principal reductions of $8,333,334 begin June 11, 2003.
The note agreements and the bank line of credit require compliance with
certain financial and operating covenants and place certain limitations on the
Company's investments in land and unconsolidated joint ventures. The
agreements also restrict payments of cash dividends on the common shares by
the Company.
The Company's credit arrangements are expected to provide adequate liquidity
for planned internal growth and capital expenditures. In the event that the
Company seeks to accelerate growth through the acquisition of large parcels of
land or of other homebuilding companies, additional capital may be needed.
The Company believes that such capital could be obtained from banks or other
financing alternatives, from the issuance of additional shares, or from seller
financing; however, there can be no assurances that the Company would be able
to secure the necessary capital.
BACKLOG
A home is included in "backlog" upon execution of a sales contract by the
customer; sales and cost of sales are recognized when the title is transferred
and the home is delivered to the buyer at "closing." The Company generally
builds upon the execution of a sales contract by a customer and after approval
of financing, although it also builds a limited number of homes on
speculation. The standard sales contract used by the Company provides for an
earnest money deposit of $1,000. The contract usually includes a termination
provision under which the earnest money is refunded in the event that mortgage
financing is not available on terms specified in the contract, and may include
other contingencies. Cancellations by buyers with approved financing occur
infrequently.
Backlog at March 31, 2000 was 2,316 homes with an aggregate sales value of
approximately $274.1 million, compared to 2,750 homes with an aggregate sales
value of approximately $296.7 million at March 31, 1999. The decrease in the
number of homes in backlog is approximately 15.8%. Starting backlog was
lower, with 1,496 in backlog at January 1, 2000, compared to 1,744 at January
1, 1999. New orders in the first three months of 2000 were lower as well:
1,662 contracts were written in the first three months of 2000 as compared to
1,779 in 1999, a decrease of 6.6%.
FUTURE TRENDS
During the first quarter, management made the decision to leave the Louisville
market. Operations there should be concluded by the end of 2000. Closeout of
this market is not expected to have a material effect on the Company's
financial performance.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company does not invest in marketable securities, nor does it engage
in hedging activities or foreign currency conversions. A portion of its
revolving debt is carried at floating interest rates, but the exposure to
changes in prime rate related to that debt is not material.
PART II. OTHER INFORMATION
The following items for which provision is made in the applicable regulations
of the Securities and Exchange Commission are not required under the related
explanations or are inapplicable and therefore have been omitted:
Item 1. Legal Proceedings.
Item 2. Changes in Securities.
Item 3. Defaults Upon Senior Securities.
Item 5. Other Information.
ITEM 4. SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
a) Exhibits
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Exhibit
Number Description of Exhibit
3.1 Amended and restated Articles of Incorporation of Crossmann Communities,
Inc.(Incorporated by reference to Exhibit 3.1 to Form S-1 Registration Statement No.
33-68396.)
3.2 Bylaws of Crossmann Communities, Inc. (Incorporated by reference to Exhibit 3.2
to Form S-1 Registration Statement No. 33-68396.)
4.1 Specimen Share Certificate for Common Shares. (Incorporated by reference to
Exhibit 2.9 to Form S-1 Registration Statement No. 33-68396.)
10.1 1993 Outside Director Stock Option Plan. (Incorporated by reference to Exhibit 10.2
to Form S-1 Registration Statement No. 33-68396.)
10.2 1993 Employee Stock Option Plan, As amended as of May 22, 1996. (Incorporated
by reference to Exhibit 10.3 to Form 10-Q dated August 13, 1996.)
10.37 Note Agreement dated as of December 19, 1995, $25,000,000 7.625% Senior Notes
due December 9, 2004, by Crossmann Communities, Inc., et al. (Incorporated by
reference to Exhibit 10.37 to From 10-K dated March 18, 1996.)
10.38 7.625% Senior Note due December 19, 2004, issued to Combined Insurance
Company by Crossmann Communities, Inc., et al. (Incorporated by reference to
Exhibit 10.38 to Form 10-K dated March 18, 1996.)
10.39 7.625% Senior Note due December 19, 2004, issued to Minnesota Mutual Life
Insurance company by Crossmann Communities, Inc., et al. (Incorporated by
reference to Exhibit 10.39 to Form 10-K dated March 18, 1996.)
10.40 Note Agreement dated as of June 11, 1998, $50,000,000 7.75% Senior Notes due
June 11, 2008, by Crossmann Communities, Inc., et al. (Incorporated by reference
to Exhibit 10.46 to Form 10-Q dated August 14, 1998.)
10.41 Form of 7.75% Senior Note due June 11, 2008, issued to various insurance companies
by Crossmann Communities, Inc. et al. (Incorporated by reference to Exhibit 10.45
to Form 10-Q dated August 14, 1998.)
10.42 Credit Agreement, dated April 1, 1999, among Crossmann Communities, Inc. and
Bank One, Indianapolis N.A. (as "Agent') and the Lenders Parties Thereto.
(Incorporated by reference to Exhibit 10.16 to Form 10-Q dated May 13, 1999)
10.43 First Amendment to Credit Agreement, dated June 11, 1999, among Crossmann
Communities, Inc. and Bank One, Indiana N.A. (As "Agent') and the Lenders Party
Thereto. (Incorporated by reference to Exhibit 10.43 to Form 10-Q dated August 13,
1999.)
10.44 Promissory Note, dated June 11, 1999, in favor of Bank One, Indiana, N.A.
(Incorporated by reference to Exhibit 10.44 to Form 10-Q dated August 13, 1999.)
10.45 Promissory Note, dated June 11, 1999, in favor of Fifth Third Bank, Indiana.
(Incorporated by reference to Exhibit 10.45 to Form 10-Q dated August 13, 1999.)
10.46 Promissory Note, dated June 11, 1999, in favor of Huntington National Bank of
Indiana. (Incorporated by reference to Exhibit 10.46 to Form 10-Q dated August
13, 1999.)
10.47 Promissory Note, dated June 11, 1999, in favor of PNC Bank of Ohio, N.A.
(Incorporated by reference to Exhibit 10.47 to Form 10-Q dated August 13, 1999.)
10.48 Promissory Note, dated June 11, 1999, in favor of KeyBank National Association.
(Incorporated by reference to Exhibit 10.48 to Form 10-Q dated August 13, 1999.)
10.49 Asset Purchase Agreement, dated June 18, 1999 by and among Crossmann
Communities, Inc., Crossmann Communities of North Carolina, Inc., Homes by Huff
& Co., Inc., Mitchell T. Huff, Thomas A. Huff and Thomas C. Huff. (Incorporated
by reference to Exhibit 10.49 to Form 10-Q dated August 13, 1999.)
10.50 Employment contract dated June 18, 1999, by and among Crossmann Communities
of North Carolina, Inc., Crossmann Communities, Inc. and Mitchell T. Huff.
(Incorporated by reference to Exhibit 10.50 to Form 10-Q dated August 13, 1999.)
10.51 Second Amendment to Credit Agreement, dated March 31, 2000, among Crossmann
Communities, Inc. and Bank One, Indiana, N.A. (As "Agent") and the Lenders Party
Thereto.
19.1 Lease by and between Pinnacle Properties LLC ("Landlord") and Crossmann
Communities, Inc. (Tenant"), 9202 North Meridian Street, Suite 300, Indianapolis,
Indiana 46260, executed April 18, 1994. (Incorporated by reference to Exhibit 19.1to
Form 10-Q dated August 12, 1994.)
27.1 Financial Data Schedule for the quarter ended March 31, 2000.
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(b) Reports on Form 8-K.
None.
SIGNATURES
Pursuant to the requirements of Sections 13 or 15(d) of the Securities
and Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
CROSSMANN COMMUNITIES, INC.
/s/ Jennifer A. Holihen
Jennifer A. Holihen
Director, Chief Financial Officer;
Treasurer; Secretary;
(Principal Financial and Accounting Officer)
Dated: May 15, 2000
EXHIBIT 10.51
SECOND AMENDMENT TO CREDIT AGREEMENT
CROSSMANN COMMUNITIES, INC., an Indiana corporation (the
"Borrower"),BANK ONE, INDIANA, N.A., a national banking association,
individually and as Agent (the "Agent"), and other Lenders party to that
certain Credit Agreement dated as of April 1, 1999, as amended (collectively,
the "Agreement"), agree to further amend the Agreement by this Second
Amendment to Credit Agreement (this "Amendment") as follows.
1. DEFINITIONS. The definition of "Second Amendment" is
hereby added to the Article I of the Agreementand the definition of
"Facility Termination Date" appearing in Article I of the Agreement is hereby
amended and restated in its entirety as follows:
"Second Amendment" means that certain agreement entitled "Second
Amendment to Credit Agreement" entered into by and among the Borrower, the
Lenders, and the Agent effective as of March 31, 2000.
"Facility Termination Date" means March 31, 2003, or any earlier date
on which the Aggregate Commitment is reduced to zero or otherwise terminated
pursuant to the terms hereof.
All other terms defined in the Agreement and used in this Amendment shall
have their respective meanings stated in the Agreement unless otherwise
defined herein.
2. REPRESENTATIONS AND WARRANTIES. To induce the Lenders to
enter into this Amendment, the Borrower affirms that the representations and
warranties contained in the Agreement are correct as of the date of this
Amendment, except that (i) they shall be deemed also to refer to this
Amendment, as well as all documents named herein, and (ii) Section 5.4 shall
be deemed also to refer to the most recent audited and unaudited financial
statements of the Borrower delivered to the Lenders.
3. EVENTS OF DEFAULT. The Borrower certifies that no Default
or Unmatured Default under the Agreement, as amended by this Amendment, has
occurred and is continuing as of the execution date of this Amendment.
4. CONDITIONS PRECEDENT. As conditions precedent to the
effectiveness of this Amendment, the Agent shall first receivewith
sufficient copies for the Lenders the following contemporaneously with the
execution and delivery of this Amendment, each duly executed, dated and in
form and substance satisfactory to the Lenders:
(i) A certified copy of a Resolution of the Board of Directors
of the Borrower authorizing the execution, delivery and performance,
respectively, of this Amendment and the other Loan Documents provided for in
this Amendment to which the Borrower is a party.
(ii) A certificate of the Secretary of the Board of Directors of
the Borrower certifying the names of the officer or officers authorized to
sign this Amendment and the other Loan Documents provided for in this
Amendment to which the Borrower is a party, together with a sample of the true
signature of each such officer.
(iii) A certified copy of a Resolution of General Partner of
Crossmann Communities Partnership, an Indiana general partnership, authorizing
the execution, delivery and performance, respectively, of its Reaffirmation of
Guaranty Agreement and the other Loan Documents provided for in this Amendment
to which Crossmann Communities Partnership is a party.
(iv) A certificate of the General Partner of Crossmann
Communities Partnership certifying the names of the officer or officers
authorized to sign its Reaffirmation of Guaranty Agreement and the other Loan
Documents provided for in this Amendment to which Crossmann Communities
Partnership is a party, together with a sample of the true signature of each
such officer.
(v) A certified copy of a Resolution of the Board of Directors
of Deluxe Homes of Lafayette, Inc., an Indiana corporation, authorizing the
execution, delivery and performance, respectively, of its Reaffirmation of
Guaranty Agreement and the other Loan Documents provided for in this Amendment
to which Deluxe Homes of Lafayette, Inc. is a party.
(vi) A certificate of the Secretary of the Board of Directors of
Deluxe Homes of Lafayette, Inc. certifying the names of the officer or
officers authorized to sign its Reaffirmation of Guaranty Agreement and the
other Loan Documents provided for in this Amendment to which Deluxe Homes of
Lafayette, Inc. is a party, together with a sample of the true signature of
each such officer.
(vii) A certified copy of a Resolution of the Board of Directors
of Crossmann Communities of Ohio, Inc., an Ohio corporation, authorizing the
execution, delivery and performance, respectively, of its Reaffirmation of
Guaranty Agreement and the other Loan Documents provided for in this Amendment
to which Crossmann Communities of Ohio, Inc. is a party.
(viii) A certificate of the Secretary of the Board of Directors
of Crossmann Communities of Ohio, Inc. certifying the names of the officer or
officers authorized to sign its Reaffirmation of Guaranty Agreement and the
other Loan Documents provided for in this Amendment to which Crossmann
Communities of Ohio, Inc. is a party, together with a sample of the true
signature of each such officer.
(ix) A certified copy of a Resolution of the Board of Directors
of Merit Realty, Inc., an Indiana corporation, authorizing the execution,
delivery and performance, respectively, of its Reaffirmation of Guaranty
Agreement and the other Loan Documents provided for in this Amendment to which
Merit Realty, Inc. is a party.
(x) A certificate of the Secretary of the Board of Directors of
Merit Realty, Inc. certifying the names of the officer or officers authorized
to sign its Reaffirmation of Guaranty Agreement and the other Loan Documents
provided for in this Amendment to which Merit Realty, Inc. is a party,
together with a sample of the true signature of each such officer.
(xi) A certified copy of a Resolution of the Board of Directors
of Crossmann Mortgage Corporation, an Indiana corporation, authorizing the
execution, delivery and performance, respectively, of its Reaffirmation of
Guaranty Agreement and the other Loan Documents provided for in this Amendment
to which Crossmann Mortgage Corporation is a party.
(xii) A certificate of the Secretary of the Board of Directors
of Crossmann Mortgage Corporation certifying the names of the officer or
officers authorized to sign its Reaffirmation of Guaranty Agreement and the
other Loan Documents provided for in this Amendment to which Crossmann
Mortgage Corporation is a party, together with a sample of the true signature
of each such officer.
(xiii) A certified copy of a Resolution of the Board of
Directors of Deluxe Aviation, Inc., an Indiana corporation, authorizing the
execution, delivery and performance, respectively, of its Reaffirmation of
Guaranty Agreement and the other Loan Documents provided for in this Amendment
to which Deluxe Aviation, Inc. is a party.
(xiv) A certificate of the Secretary of the Board of Directors
of Deluxe Aviation, Inc. certifying the names of the officer or officers
authorized to sign its Reaffirmation of Guaranty Agreement and the other Loan
Documents provided for in this Amendment to which Deluxe Aviation, Inc. is a
party, together with a sample of the true signature of each such officer.
(xv) A certified copy of a Resolution of the Board of Directors
of Cutter Homes, Ltd., a Kentucky corporation, authorizing the execution,
delivery and performance, respectively, of its Reaffirmation of Guaranty
Agreement and the other Loan Documents provided for in this Amendment to which
Cutter Homes, Ltd. is a party.
(xvi) A certificate of the Secretary of the Board of Directors
of Cutter Homes, Ltd. certifying the names of the officer or officers
authorized to sign its Reaffirmation of Guaranty Agreement and the other Loan
Documents provided for in this Amendment to which Cutter Homes, Ltd. is a
party, together with a sample of the true signature of each such officer.
(xvii) A certified copy of a Resolution of the Members of
Crossmann Communities of Tennessee, LLC, a Tennessee limited liability
company, authorizing the execution, delivery and performance, respectively, of
its Reaffirmation of Guaranty Agreement and the other Loan Documents provided
for in this Amendment to which Crossmann Communities of Tennessee, LLC is a
party.
(xviii) A certificate of the Managing Member of Crossmann
Communities of Tennessee, LLC certifying the names of the officer or officers
authorized to sign its Reaffirmation of Guaranty Agreement and the other Loan
Documents provided for in this Amendment to which Crossmann Communities of
Tennessee, LLC is a party, together with a sample of the true signature of
each such officer.
(xix) A certified copy of a Resolution of the Board of Directors
of Crossmann Communities of North Carolina, Inc., a North Carolina
corporation, authorizing the execution, delivery and performance,
respectively, of its Reaffirmation of Guaranty Agreement and the other Loan
Documents provided for in this Amendment to which Crossmann Communities of
North Carolina, Inc. is a party.
(xx) A certificate of the Secretary of the Board of Directors of
Crossmann Communities of North Carolina, Inc. certifying the names of the
officer or officers authorized to sign its Reaffirmation of Guaranty Agreement
and the other Loan Documents provided for in this Amendment to which Crossmann
Communities of North Carolina, Inc. is a party, together with a sample of the
true signature of each such officer.
(xxi) A certified copy of a Resolution of the Members of
Pinehurst Builders, LLC, a South Carolina limited liability company,
authorizing the execution, delivery and performance, respectively, of its
Reaffirmation of Guaranty Agreement and the other Loan Documents provided for
in this Amendment to which Pinehurst Builders, LLC is a party.
(xxii) A certificate of the Managing Member of Pinehurst
Builders, LLC certifying the names of the officer or officers authorized to
sign its Reaffirmation of Guaranty Agreement and the other Loan Documents
provided for in this Amendment to which Pinehurst Builders, LLC is a party,
together with a sample of the true signature of each such officer.
(xxiii) A certified copy of a Resolution of the Members of
Beach Vacations, LLC, a South Carolina limited liability company, authorizing
the execution, delivery and performance, respectively, of its Reaffirmation of
Guaranty Agreement and the other Loan Documents provided for in this Amendment
to which Beach Vacations, LLC is a party.
(xxiv) A certificate of the Managing Member of Beach Vacations,
LLC certifying the names of the officer or officers authorized to sign its
Reaffirmation of Guaranty Agreement and the other Loan Documents provided for
in this Amendment to which Beach Vacations, LLC is a party, together with a
sample of the true signature of each such officer.
(xxv) A certified copy of a Resolution of the Board of Directors
of Crossmann Management, Inc., an Indiana corporation, authorizing the
execution, delivery and performance, respectively, of its Reaffirmation of
Guaranty Agreement and the other Loan Documents provided for in this Amendment
to which Crossmann Management, Inc. is a party.
(xxvi) A certificate of the Secretary of the Board of Directors
of Crossmann Management, Inc. certifying the names of the officer or officers
authorized to sign its Reaffirmation of Guaranty Agreement and the other Loan
Documents provided for in this Amendment to which Crossmann Management, Inc.
is a party, together with a sample of the true signature of each such
officer.
(xxvii) A certified copy of a Resolution of the Board of
Directors of Crossmann Investments, Inc., an Indiana corporation, authorizing
the execution, delivery and performance, respectively, of its Reaffirmation of
Guaranty Agreement and the other Loan Documents provided for in this Amendment
to which Crossmann Investments, Inc. is a party.
(xxviii) A certificate of the Secretary of the Board of
Directors of Crossmann Investments, Inc. certifying the names of the officer
or officers authorized to sign its Reaffirmation of Guaranty Agreement and the
other Loan Documents provided for in this Amendment to which Crossmann
Investments, Inc. is a party, together with a sample of the true signature of
each such officer.
(xxix) A certified copy of a Resolution of the Board of
Directors of Deluxe Homes of Ohio, Inc., an Ohio corporation, authorizing the
execution, delivery and performance, respectively, of its Reaffirmation of
Guaranty Agreement and the other Loan Documents provided for in this Amendment
to which Deluxe Homes of Ohio, Inc. is a party.
(xxx) A certificate of the Secretary of the Board of Directors
of Deluxe Homes of Ohio, Inc. certifying the names of the officer or officers
authorized to sign its Reaffirmation of Guaranty Agreement and the other Loan
Documents provided for in this Amendment to which Deluxe Homes of Ohio, Inc.
is a party, together with a sample of the true signature of each such
officer.
(xxxi) The Promissory Note (Revolving Loan) ($25,000,000.00)
payable to the order of Bank One, Indiana, N.A. in the form attached hereto as
Exhibit "A."
(xxxii) The Promissory Note (Revolving Loan)
($18,750,000.00) payable to the order of Huntington National Bank of Indiana
in the form attached hereto as Exhibit "B."
(xxxiii) The Promissory Note (Revolving Loan)
($18,750,000.00) payable to the order of Fifth Third Bank, Indiana in the form
attached hereto as Exhibit "C."
(xxxiv) The Promissory Note (Revolving Loan) ($18,750,000.00)
payable to the order of PNC Bank, N.A. in the form attached hereto as Exhibit
"D."
(xxxv) The Promissory Note (Revolving Loan) ($18,750,000.00)
payable to the order of KeyBank National Association in the form attached
hereto as Exhibit "E."
(xxxvi) A Reaffirmation Guaranty Agreement from each Current
Subsidiary in the form of Exhibit "F" attached hereto, duly completed for each
such Current Subsidiary.
(xxxvii) All additional fees and expenses of the Agent,
including but not limited to the Agent's reasonable attorneys' fees incurred
in connection with the drafting, negotiation, and closing of this Amendment;
and
(xxxviii) Such other instruments, agreements, and documents that
the Agent or any Lender may reasonably require.
5. EFFECT OF AMENDMENT. Except as amended in this Amendment,
all of the terms and conditions of the Agreement shall continue unchanged and
in full force and effect together with this Amendment.
[This Space Left Blank Intentionally]
<PAGE>
IN WITNESS WHEREOF, the Borrower, the Lenders, and the Agent, by
their respective duly authorized officers, have executed and delivered in
Indiana this Second Amendment to Credit Agreement as of March 31, 2000.
CROSSMANN COMMUNITIES, INC., an Indiana corporation
By: /s/ Jennifer A. Holiehn
Jennifer A. Holihen, Chief Financial
Officer, Treasurer and Secretary
9202 North Meridian Street
Suite 300
Indianapolis, Indiana 46260
Attention: Jennifer A. Holihen, Chief
Financial Officer, Treasurer and
Secretary
Telephone: (317) 843-9514
Telecopy: (317) 571-2210
E-mail:
Commitments
$25,000,000.00 BANK ONE, INDIANA, N.A., a national
banking association, by itself and as Agent
By: /s/ Patrick D. Lease
Patrick D. Lease, Vice President
Bank One Center/Circle - Suite 203
111Monument Circle
Indianapolis, Indiana 46277
Attention: Patrick D. Lease, Vice
President
Telephone: (317) 321-3844
Telecopy: (317) 321-7647
E-mail: [email protected]
$18,750,000.00 HUNTINGTON NATIONAL BANK OF
INDIANA
By: /s/ Russell R. Swan, Jr.
Russell R. Swan, Jr., Senior
Vice President
Capital Center, Suite 1800
201 North Illinois Street
Indianapolis, Indiana 46204
Attention: Russell R. Swan, Jr.
Vice President
Telephone: (317) 237-2547
Telecopy: (317) 237-2505
E-mail:
$18,750,000.00 FIFTH THIRD BANK, INDIANA
By: /s/ Erik Miner
Erik Miner, Vice President
Capital Center, North Tower
251 North Illinois Street, Suite 1000
Indianapolis, Indiana 4604
Attention: Erik Miner, Vice
President
Telephone: (317) 383-2392
Telecopy: (317) 383-2427
E-mail:
<PAGE>
$18,750,000.00 PNC BANK, N.A.
By: /s/ James A. Harmann
James A. Harmann, Vice President
201 East Fifth Street
Commercial Real Estate, Suite 800
Cincinnati, Ohio 45201-1198
Attention: James A. Harmann, Vice
President
Telephone: (513) 651-8988
Telecopy: (513) 651-8931
E-mail: [email protected]
$18,750,000.00 KEYBANK NATIONAL ASSOCIATION
By: /s/ Jeffrey K. Lockhart
Jeffrey K. Lockhart, Vice President
10 West Market Street
Indianapolis, Indiana 46204
Attention: Jeffrey K. Lockhart, Vice
President
Telephone: (317) 464-8320
Telecopy: (317) 464-8301
E-Mail:
<PAGE>
SCHEDULE OF EXHIBITS
Exhibit "A" - Promissory Note (Revolving Loan)
($25,000,000.00)(Bank One, Indiana, N.A.)
Exhibit "B" - Promissory Note (Revolving Loan)
($18,750,000.00) (Huntington National Bank of Indiana)
Exhibit "C" - Promissory Note (Revolving Loan)
($18,750,000.00) (Fifth Third Bank, Indiana)
Exhibit "D" - Promissory Note (Revolving Loan)
($18,750,000.00) (PNC Bank, N.A.)
Exhibit "E" - Promissory Note (Revolving Loan)
($18,750,000.00) (KeyBank National Association)
Exhibit "F" - Reaffirmation of Guaranty Agreement
PROMISSORY NOTE
(REVOLVING LOAN)
Indianapolis, Indiana
$25,000,000.00 Dated: March 31, 2000
Final Maturity: March 31,
2003
On or before March 31, 2003 ("Final Maturity"),CROSSMANN
COMMUNITIES, INC., an Indiana corporation (the "Maker") promises to pay to
the order of BANK ONE, INDIANA, N.A., a national banking association (the
"Lender") at the principal office ofBANK ONE, INDIANA, N.A., a national
banking association (the "Agent") in Indianapolis, Indiana, the principal sum
of Twenty-Five Million and 00/100 Dollars ($25,000,000.00) or so much of the
principal amount of the Loan represented by this Note as may be disbursed by
the Lender under the terms of the Credit Agreement described below, and to pay
interest on the unpaid principal balance outstanding from time to time as
provided in this Note.
This Note evidences indebtedness (the "Loan") incurred or to be
incurred by the Maker under a revolving line of credit extended to the Maker
by the Lender under a Credit Agreement dated April 1, 1999 (as amended, the
"Credit Agreement"), entered into by and among the Maker, the Lender, the
Agent, and the other lenders from time to time parties thereto. All
references in this Note to the Credit Agreement shall be construed as
references to that Agreement as it may be amended from time to time. The Loan
is referred to in the Credit Agreement as the "Revolving Loan." Subject to
the terms and conditions of the Credit Agreement, the proceeds of the Loan may
be advanced and repaid and re-advanced until Final Maturity. The principal
amount of the Loan outstanding from time to time shall be determined by
reference to the books and records of the Lender on which all Advances under
the Loan and all payments by the Maker on account of the Loan shall be
recorded. Such books and records shall be deemed prima facie to be correct as
to such matters.
The terms "Advance" and "Business Day" are used in this Note as
defined in the Credit Agreement.
Interest on the unpaid principal balance of the Loan outstanding from
time to time prior to and after maturity will accrue at the rate or rates
provided in the Credit Agreement. Prior to maturity, accrued interest shall
be due and payable on the last Business Day of each month commencing on the
last Business Day of the month in which this Note is executed. After
maturity, interest shall be due and payable as accrued and without demand.
Interest will be calculated by applying the ratio of the annual interest
rate over a year of 360 days, multiplied by the outstanding principal balance,
multiplied by the actual number of days the principal balance is
outstanding.
The entire outstanding principal balance of this Note shall be due and
payable, together with accrued interest, at Final Maturity. Reference is made
to the Credit Agreement for provisions requiring prepayment of principal under
certain circumstances. Principal may be prepaid, but only as provided in the
Credit Agreement.
If any installment of interest due under the terms of this Note is not
paid within two (2) Business Days when due, then the Lender or any subsequent
holder of this Note may, subject to the terms of the Credit Agreement, at its
option and without notice, declare the entire principal amount of the Note and
all accrued interest immediately due and payable. Reference is made to the
Credit Agreement which provides for acceleration of the maturity of this Note
upon the happening of other "Defaults" as defined therein.
All payments on account of this Note shall be applied as provided in
the Credit Agreement.
The Maker and any endorsers severally waive demand, presentment for
payment and notice of nonpayment of this Note, and each of them consents to
any renewals or extensions of the time of payment of this Note without
notice.
All amounts payable under the terms of this Note shall be payable with
expenses of collection, including attorneys' fees, and without relief from
valuation and appraisement laws.
This Note supersedes and replaces that certain Promissory Note dated
June 11, 1999, made by the Maker to the order of the Lender in the principal
amount of $25,000,000.00, with a final maturity date of March 31, 2002.
This Note is made under and will be governed in all cases by the
substantive laws of the State of Indiana, notwithstanding the fact that
Indiana conflicts of law rules might otherwise require the substantive rules
of law of another jurisdiction to apply.
CROSSMANN COMMUNITIES, INC., an Indiana
corporation
By: /s/ Jennifer A. Holihen
Jennifer A. Holihen, Chief Financial
Officer, Treasurer and Secretary
PROMISSORY NOTE
(REVOLVING LOAN)
Indianapolis, Indiana
$18,750,000.00 Dated: March 31, 2000
Final Maturity: March 31,
2003
On or before March 31, 2003 ("Final Maturity"),CROSSMANN
COMMUNITIES, INC., an Indiana corporation (the "Maker") promises to pay to
the order of HUNTINGTON NATIONAL BANK OF INDIANA (the "Lender") at the
principal office ofBANK ONE, INDIANA, N.A., a national banking association
(the "Agent") in Indianapolis, Indiana, the principal sum of Eighteen Million
Seven Hundred Fifty Thousand and 00/100 Dollars ($18,750,000.00) or so much of
the principal amount of the Loan represented by this Note as may be disbursed
by the Lender under the terms of the Credit Agreement described below, and to
pay interest on the unpaid principal balance outstanding from time to time as
provided in this Note.
This Note evidences indebtedness (the "Loan") incurred or to be
incurred by the Maker under a revolving line of credit extended to the Maker
by the Lender under a Credit Agreement dated the date of this Note entered
into by and among the Maker, the Lender, the Agent, and the other lenders from
time to time parties thereto. All references in this Note to the Credit
Agreement shall be construed as references to that Agreement as it may be
amended from time to time. The Loan is referred to in the Credit Agreement as
the "Revolving Loan." Subject to the terms and conditions of the Credit
Agreement, the proceeds of the Loan may be advanced and repaid and re-advanced
until Final Maturity. The principal amount of the Loan outstanding from time
to time shall be determined by reference to the books and records of the
Lender on which all Advances under the Loan and all payments by the Maker on
account of the Loan shall be recorded. Such books and records shall be deemed
prima facie to be correct as to such matters.
The terms "Advance" and "Business Day" are used in this Note as
defined in the Credit Agreement.
Interest on the unpaid principal balance of the Loan outstanding from
time to time prior to and after maturity will accrue at the rate or rates
provided in the Credit Agreement. Prior to maturity, accrued interest shall
be due and payable on the last Business Day of each month commencing on the
last Business Day of the month in which this Note is executed. After
maturity, interest shall be due and payable as accrued and without demand.
Interest will be calculated by applying the ratio of the annual interest
rate over a year of 360 days, multiplied by the outstanding principal balance,
multiplied by the actual number of days the principal balance is
outstanding.
The entire outstanding principal balance of this Note shall be due and
payable, together with accrued interest, at Final Maturity. Reference is made
to the Credit Agreement for provisions requiring prepayment of principal under
certain circumstances. Principal may be prepaid, but only as provided in the
Credit Agreement.
If any installment of interest due under the terms of this Note is not
paid within two (2) Business Days when due, then the Lender or any subsequent
holder of this Note may, subject to the terms of the Credit Agreement, at its
option and without notice, declare the entire principal amount of the Note and
all accrued interest immediately due and payable. Reference is made to the
Credit Agreement which provides for acceleration of the maturity of this Note
upon the happening of other "Defaults" as defined therein.
All payments on account of this Note shall be applied as provided in
the Credit Agreement.
The Maker and any endorsers severally waive demand, presentment for
payment and notice of nonpayment of this Note, and each of them consents to
any renewals or extensions of the time of payment of this Note without
notice.
All amounts payable under the terms of this Note shall be payable with
expenses of collection, including attorneys' fees, and without relief from
valuation and appraisement laws.
This Note supersedes and replaces that certain Promissory Note dated
June 11, 1999, made by the Maker to the order of the Lender in the principal
amount of $18,750,000.00, with a final maturity date of March 31, 2002.
This Note is made under and will be governed in all cases by the
substantive laws of the State of Indiana, notwithstanding the fact that
Indiana conflicts of law rules might otherwise require the substantive rules
of law of another jurisdiction to apply.
CROSSMANN COMMUNITIES, INC., an Indiana
corporation
By: /s/ Jennifer A. Holihen
Jennifer A. Holihen, Chief Financial
Officer, Treasurer and Secretary
PROMISSORY NOTE
(REVOLVING LOAN)
Indianapolis, Indiana
$18,750,000.00 Dated: March 31, 2000
Final Maturity: March 31,
2003
On or before March 31, 2003 ("Final Maturity"),CROSSMANN
COMMUNITIES, INC., an Indiana corporation (the "Maker") promises to pay to
the order of FIFTH THIRD BANK, INDIANA (the "Lender") at the principal
office ofBANK ONE, INDIANA, N.A., a national banking association (the
"Agent") in Indianapolis, Indiana, the principal sum of Eighteen Million Seven
Hundred Fifty Thousand and 00/100 Dollars ($18,750,000.00) or so much of the
principal amount of the Loan represented by this Note as may be disbursed by
the Lender under the terms of the Credit Agreement described below, and to pay
interest on the unpaid principal balance outstanding from time to time as
provided in this Note.
This Note evidences indebtedness (the "Loan") incurred or to be
incurred by the Maker under a revolving line of credit extended to the Maker
by the Lender under a Credit Agreement dated the date of this Note entered
into by and among the Maker, the Lender, the Agent, and the other lenders from
time to time parties thereto. All references in this Note to the Credit
Agreement shall be construed as references to that Agreement as it may be
amended from time to time. The Loan is referred to in the Credit Agreement as
the "Revolving Loan." Subject to the terms and conditions of the Credit
Agreement, the proceeds of the Loan may be advanced and repaid and re-advanced
until Final Maturity. The principal amount of the Loan outstanding from time
to time shall be determined by reference to the books and records of the
Lender on which all Advances under the Loan and all payments by the Maker on
account of the Loan shall be recorded. Such books and records shall be deemed
prima facie to be correct as to such matters.
The terms "Advance" and "Business Day" are used in this Note as
defined in the Credit Agreement.
Interest on the unpaid principal balance of the Loan outstanding from
time to time prior to and after maturity will accrue at the rate or rates
provided in the Credit Agreement. Prior to maturity, accrued interest shall
be due and payable on the last Business Day of each month commencing on the
last Business Day of the month in which this Note is executed. After
maturity, interest shall be due and payable as accrued and without demand.
Interest will be calculated by applying the ratio of the annual interest
rate over a year of 360 days, multiplied by the outstanding principal balance,
multiplied by the actual number of days the principal balance is
outstanding.
The entire outstanding principal balance of this Note shall be due and
payable, together with accrued interest, at Final Maturity. Reference is made
to the Credit Agreement for provisions requiring prepayment of principal under
certain circumstances. Principal may be prepaid, but only as provided in the
Credit Agreement.
If any installment of interest due under the terms of this Note is not
paid within two (2) Business Days when due, then the Lender or any subsequent
holder of this Note may, subject to the terms of the Credit Agreement, at its
option and without notice, declare the entire principal amount of the Note and
all accrued interest immediately due and payable. Reference is made to the
Credit Agreement which provides for acceleration of the maturity of this Note
upon the happening of other "Defaults" as defined therein.
All payments on account of this Note shall be applied as provided in
the Credit Agreement.
The Maker and any endorsers severally waive demand, presentment for
payment and notice of nonpayment of this Note, and each of them consents to
any renewals or extensions of the time of payment of this Note without
notice.
All amounts payable under the terms of this Note shall be payable with
expenses of collection, including attorneys' fees, and without relief from
valuation and appraisement laws.
This Note supersedes and replaces that certain Promissory Note dated
June 11, 1999, made by the Maker payable to the order of the Lender in the
principal amount of $18,750,000.00, with a final maturity date of March 31,
2002.
This Note is made under and will be governed in all cases by the
substantive laws of the State of Indiana, notwithstanding the fact that
Indiana conflicts of law rules might otherwise require the substantive rules
of law of another jurisdiction to apply.
CROSSMANN COMMUNITIES, INC., an Indiana
corporation
By: /s/ Jennifer A. Holihen
Jennifer A. Holihen, Chief Financial
Officer, Treasurer and Secretary
PROMISSORY NOTE
(REVOLVING LOAN)
Indianapolis, Indiana
$18,750,000.00 Dated: March 31, 2000
Final Maturity: March 31,
2003
On or before March 31, 2003 ("Final Maturity"),CROSSMANN
COMMUNITIES, INC., an Indiana corporation (the "Maker") promises to pay to
the order of PNC BANK, N.A. (the "Lender") at the principal office
ofBANK ONE, INDIANA, N.A., a national banking association (the "Agent") in
Indianapolis, Indiana, the principal sum of Eighteen Million Seven Hundred
Fifty Thousand and 00/100 Dollars ($18,750,000.00) or so much of the principal
amount of the Loan represented by this Note as may be disbursed by the Lender
under the terms of the Credit Agreement described below, and to pay interest
on the unpaid principal balance outstanding from time to time as provided in
this Note.
This Note evidences indebtedness (the "Loan") incurred or to be
incurred by the Maker under a revolving line of credit extended to the Maker
by the Lender under a Credit Agreement dated the date of this Note entered
into by and among the Maker, the Lender, the Agent, and the other lenders from
time to time parties thereto. All references in this Note to the Credit
Agreement shall be construed as references to that Agreement as it may be
amended from time to time. The Loan is referred to in the Credit Agreement as
the "Revolving Loan." Subject to the terms and conditions of the Credit
Agreement, the proceeds of the Loan may be advanced and repaid and re-advanced
until Final Maturity. The principal amount of the Loan outstanding from time
to time shall be determined by reference to the books and records of the
Lender on which all Advances under the Loan and all payments by the Maker on
account of the Loan shall be recorded. Such books and records shall be deemed
prima facie to be correct as to such matters.
The terms "Advance" and "Business Day" are used in this Note as
defined in the Credit Agreement.
Interest on the unpaid principal balance of the Loan outstanding from
time to time prior to and after maturity will accrue at the rate or rates
provided in the Credit Agreement. Prior to maturity, accrued interest shall
be due and payable on the last Business Day of each month commencing on the
last Business Day of the month in which this Note is executed. After
maturity, interest shall be due and payable as accrued and without demand.
Interest will be calculated by applying the ratio of the annual interest
rate over a year of 360 days, multiplied by the outstanding principal balance,
multiplied by the actual number of days the principal balance is
outstanding.
The entire outstanding principal balance of this Note shall be due and
payable, together with accrued interest, at Final Maturity. Reference is made
to the Credit Agreement for provisions requiring prepayment of principal under
certain circumstances. Principal may be prepaid, but only as provided in the
Credit Agreement.
If any installment of interest due under the terms of this Note is not
paid within two (2) Business Days when due, then the Lender or any subsequent
holder of this Note may, subject to the terms of the Credit Agreement, at its
option and without notice, declare the entire principal amount of the Note and
all accrued interest immediately due and payable. Reference is made to the
Credit Agreement which provides for acceleration of the maturity of this Note
upon the happening of other "Defaults" as defined therein.
All payments on account of this Note shall be applied as provided in
the Credit Agreement.
The Maker and any endorsers severally waive demand, presentment for
payment and notice of nonpayment of this Note, and each of them consents to
any renewals or extensions of the time of payment of this Note without
notice.
All amounts payable under the terms of this Note shall be payable with
expenses of collection, including attorneys' fees, and without relief from
valuation and appraisement laws.
This Note supersedes and replaces that certain Promissory Note dated
June 11, 1999, made by the Maker to the order of the Lender in the principal
amount of $18,750,000.00, with a final maturity date of March 31, 2002.
This Note is made under and will be governed in all cases by the
substantive laws of the State of Indiana, notwithstanding the fact that
Indiana conflicts of law rules might otherwise require the substantive rules
of law of another jurisdiction to apply.
CROSSMANN COMMUNITIES, INC., an Indiana
corporation
By: /s/ Jennifer A. Holihen
Jennifer A. Holihen, Chief Financial
Officer, Treasurer and Secretary
PROMISSORY NOTE
(REVOLVING LOAN)
Indianapolis, Indiana
$18,750,000.00 Dated: March 31, 2000
Final Maturity: March 31,
2003
On or before March 31, 2003 ("Final Maturity"),CROSSMANN
COMMUNITIES, INC., an Indiana corporation (the "Maker") promises to pay to
the order of KEYBANK NATIONAL ASSOCIATION (the "Lender") at the principal
office ofBANK ONE, INDIANA, N.A., a national banking association (the
"Agent") in Indianapolis, Indiana, the principal sum of Eighteen Million Seven
Hundred Fifty Thousand and 00/100 Dollars ($18,750,000.00) or so much of the
principal amount of the Loan represented by this Note as may be disbursed by
the Lender under the terms of the Credit Agreement described below, and to pay
interest on the unpaid principal balance outstanding from time to time as
provided in this Note.
This Note evidences indebtedness (the "Loan") incurred or to be
incurred by the Maker under a revolving line of credit extended to the Maker
by the Lender under a Credit Agreement dated the date of this Note entered
into by and among the Maker, the Lender, the Agent, and the other lenders from
time to time parties thereto. All references in this Note to the Credit
Agreement shall be construed as references to that Agreement as it may be
amended from time to time. The Loan is referred to in the Credit Agreement as
the "Revolving Loan." Subject to the terms and conditions of the Credit
Agreement, the proceeds of the Loan may be advanced and repaid and re-advanced
until Final Maturity. The principal amount of the Loan outstanding from time
to time shall be determined by reference to the books and records of the
Lender on which all Advances under the Loan and all payments by the Maker on
account of the Loan shall be recorded. Such books and records shall be deemed
prima facie to be correct as to such matters.
The terms "Advance" and "Business Day" are used in this Note as
defined in the Credit Agreement.
Interest on the unpaid principal balance of the Loan outstanding from
time to time prior to and after maturity will accrue at the rate or rates
provided in the Credit Agreement. Prior to maturity, accrued interest shall
be due and payable on the last Business Day of each month commencing on the
last Business Day of the month in which this Note is executed. After
maturity, interest shall be due and payable as accrued and without demand.
Interest will be calculated by applying the ratio of the annual interest
rate over a year of 360 days, multiplied by the outstanding principal balance,
multiplied by the actual number of days the principal balance is
outstanding.
The entire outstanding principal balance of this Note shall be due and
payable, together with accrued interest, at Final Maturity. Reference is made
to the Credit Agreement for provisions requiring prepayment of principal under
certain circumstances. Principal may be prepaid, but only as provided in the
Credit Agreement.
If any installment of interest due under the terms of this Note is not
paid within two (2) Business Days when due, then the Lender or any subsequent
holder of this Note may, subject to the terms of the Credit Agreement, at its
option and without notice, declare the entire principal amount of the Note and
all accrued interest immediately due and payable. Reference is made to the
Credit Agreement which provides for acceleration of the maturity of this Note
upon the happening of other "Defaults" as defined therein.
All payments on account of this Note shall be applied as provided in
the Credit Agreement.
The Maker and any endorsers severally waive demand, presentment for
payment and notice of nonpayment of this Note, and each of them consents to
any renewals or extensions of the time of payment of this Note without
notice.
All amounts payable under the terms of this Note shall be payable with
expenses of collection, including attorneys' fees, and without relief from
valuation and appraisement laws.
This Note supersedes and replaces that certain Promissory Note dated
June 11, 1999, made by the Maker to the order of the Lender in the principal
amount of $18,750,000.00, with a final maturity date of March 31, 2002.
This Note is made under and will be governed in all cases by the
substantive laws of the State of Indiana, notwithstanding the fact that
Indiana conflicts of law rules might otherwise require the substantive rules
of law of another jurisdiction to apply.
CROSSMANN COMMUNITIES, INC., an Indiana
corporation
By: /s/ Jennifer A. Holihen
Jennifer A. Holihen, Chief Financial
Officer, Treasurer and Secretary
REAFFIRMATION OF GUARANTY AGREEMENT
The undersigned being a Guarantor under that certain Guaranty
Agreement dated as of April 1, 1999 (the "Guaranty Agreement") pursuant to
which the undersigned guaranteed the obligations ofCROSSMANN COMMUNITIES,
INC., an Indiana corporation (the "Borrower") toBANK ONE, INDIANA, NA, a
national banking association, in its capacity as Agent (the "Agent") for the
ratable benefit of the Lenders ("Lenders") under the terms of that certain
Credit Agreement (the "Agreement") dated April 1, 1999, entered into by and
among the Borrower, the Lenders, and the Agent, hereby consents to the
execution of that certain Second Amendment to Credit Agreement to be entered
into by and among the Company, the Lenders, and the Agent dated as of even
date herewith (the "Second Amendment"), and hereby agrees that the Obligations
(as defined in the Guaranty Agreement) shall extend the Facility Termination
Date (as defined in the Agreement) to March 31, 2003, on the terms and
conditions as more fully set forth in the Second Amendment.
Further, the Guarantor acknowledges that while it may be the current
practice of the Agent in the past to obtain the undersigned's consent to any
amendment to or waiver of any of the terms and conditions of the Agreement,
the Agent shall not be required to continue any such practice in the future,
and any such discontinuance shall not be construed as a waiver of the Agent's
rights, in its discretion, to enter into any further amendments to or grant
any further waivers of any of the terms and conditions of the Agreement
without the consent of the undersigned, and that the Agent's failure to
request or obtain the consent of the undersigned to any such amendment or
waiver shall not affect the liability of the undersigned to the Lenders and
the Agent under the Guaranty Agreement.
IN WITNESS WHEREOF, the undersigned have signed this Reaffirmation
of Guaranty Agreement as of the 31st day of March, 2000.
____________________________________
By:
______________________________
______________________________
(Printed name and title)
<PAGE>
STATE OF ___________________ )
)SS:
COUNTY OF _________________ )
Before me, a Notary Public in and for the above County and State,
personally appeared , the
of , a
, who as such officer acknowledged the execution of
the foregoing Reaffirmation of Guaranty Agreement for and on behalf of the
_____________ this day of ___________________, 2000.
Signature:
Printed:
Notary Public
My Commission Expires:
My County of Residence:
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
Crossmann Communities, Inc.
Exhibit 27.1
Article 5 Financial Data Schedule for Q1 2000 10-Q
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-END> MAR-31-2000
<CASH> 2949106
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 269929237
<CURRENT-ASSETS> 0
<PP&E> 9014811
<DEPRECIATION> 4274143
<TOTAL-ASSETS> 339418285
<CURRENT-LIABILITIES> 0
<BONDS> 133284588
0
0
<COMMON> 55634009
<OTHER-SE> 129408050
<TOTAL-LIABILITY-AND-EQUITY> 339418285
<SALES> 106525968
<TOTAL-REVENUES> 106525968
<CGS> 85171746
<TOTAL-COSTS> 85171746
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 650563
<INCOME-PRETAX> 7542444
<INCOME-TAX> 2997484
<INCOME-CONTINUING> 4544960
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4544960
<EPS-BASIC> .40
<EPS-DILUTED> .39
</TABLE>
