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EXHIBIT 10.11
AMENDMENT TO CREDIT AGREEMENT
AMENDMENT, dated as of March 24, 1999 (this "Amendment"), among THE
RESORT AT SUMMERLIN, LIMITED PARTNERSHIP, THE RESORT AT SUMMERLIN, INC., the
financial institutions party to the Credit Agreement described below (the
"Lenders") and NATIONAL WESTMINSTER BANK PLC, as Administrative Agent. All
capitalized terms used herein and not otherwise defined shall have the
respective meanings provided such terms in the Credit Agreement referred to
below.
WITNESSETH:
WHEREAS, the Borrowers, the Lenders and the Administrative Agent are
parties to a Credit Agreement, dated as of December 30, 1997 (as in effect on
the date hereof, the "Credit Agreement");
WHEREAS, the parties hereto wish to amend the Credit Agreement as herein
provided;
NOW THEREFORE, it is agreed:
1. Section 7.11 of the Credit Agreement is hereby amended by changing
the reference to "June 30, 1999" therein to "December 31, 1999".
2. Section 7.12 of the Credit Agreement is hereby amended by deleting
the first two lines of the table contained therein, i.e. the first test shall
be December 31, 1999.
3. Section 7.13 of the Credit Agreement is hereby amended by adding
after the reference to "Test Period" therein the phrase "commencing on and
after December 31, 1999,".
4. This Amendment shall become effective for all purposes on the date
(the "Effective Date") on which the Borrowers and the Required Lenders shall
have signed a counterpart hereof (whether the same or different counterparts)
and shall have delivered (included by way of telecopier) the same to the
Administrative Agent's counsel (attention: D. Taylor Fax: 212-354-8113).
5. This Amendment may be executed in any number of counterparts and by
the different parties hereto on separate counterparts, each of which
counterparts when executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument. A complete set of
counterparts shall be lodged with the Partnership and the Administrative Agent.
6. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE
STATE OF NEW YORK.
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7. From and after the Effective Date, all references in the Credit
Agreement and each of the Credit Documents to the Credit Agreement or each of
the Credit Documents shall be deemed to be references to such Credit Agreement
or each of the Credit Documents as amended hereby.
* * * *
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IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this Amendment to be duly executed and delivered as of
the date first above written.
THE RESORT AT SUMMERLIN,
LIMITED PARTNERSHIP
By: The Resort at Summerlin, Inc., its
General Partner
By: /s/ BRIAN D. MCMULLAN
-----------------------------------
Name: Brian D. McMullan
Title: President
THE RESORT AT SUMMERLIN, INC.
By: /s/ BRIAN D. MCMULLAN
-----------------------------------
Name: Brian D. McMullan
Title: President
NATIONAL WESTMINSTER BANK, PLC
Individually and as Administrative Agent
By: /s/ ANDREW S. WEINBERG
-----------------------------------
Name: ANDREW S. WEINBERG
Title: SENIOR VICE PRESIDENT
ML CLO XV PILGRIM AMERICAN
(CAYMAN)LTD.
By: Pilgrim Investments, Inc.,
as its investment manager
By: /s/ MICHEL PRINCE
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Name: MICHEL PRINCE, CFA
Title: VICE PRESIDENT
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ARCHIMEDES FUNDING L.L.C.
By: ING Capital Advisors LLC, as
Collateral Manager
By: /s/ MICHAEL D. HATLEY
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Name: MICHAEL D. HATLEY
Title: SENIOR VICE PRESIDENT
THE ING CAPITAL SENIOR SECURED
HIGH INCOME FUND, L.P.
By: ING Capital Advisors LLC, as
Investment Advisor
By: /s/ MICHAEL D. HATLEY
-------------------------------------
Name: MICHAEL D. HATLEY
Title: SENIOR VICE PRESIDENT
STEIN ROE & FARNHAM
INCORPORATED,
AS AGENT FOR KEYPORT LIFE
INSURANCE COMPANY
By: /s/ BRIAN W. GOOD
-----------------------------------------
Name: Brian W. Good
Title: Vice President & Portfolio Manager
ARAMA-2 FINANCE LTD.
By:
-------------------------------------
Name:
Title:
ARAMA-1 FINANCE LTD.
By:
-------------------------------------
Name:
Title:
MORGAN STANLEY SENIOR FUNDING
INC.
By: /s/ CHRIS PACILLO
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Name: Chris Pacillo
Title:
STRATA FUNDING LTD.
By: /s/ John H. Cullinane
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Name: John H. Cullinane
Title: Director
CERES FINANCE LTD.
By: /s/ John H. Cullinane
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Name: John H. Cullinane
Title: Director
AERIES FINANCE LTD.
By: /s/ Andrew Ian Wignall
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Name: Andrew Ian Wignall
Title: Director
CAPTIVA FINANCE LTD.
By: /s/ John H. Cullinane
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Name: John H. Cullinane
Title: Director
FLOATING RATE PORTFOLIO
By: Invesco Senior Secured Management, Inc.
as Attorney-in-Fact
By: /s/ Anne M. McCarthy
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Name: Anne M. McCarthy
Title: Authorized Signatory
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