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EXHIBIT 10.12
AMENDMENT AGREEMENT dated as of July 6, 1999, among the parties hereto.
Reference is made to the Credit Agreement dated as of December 30, 1997 among
The Resort at Summerlin, Limited Partnership, The Resort at Summerlin, Inc., the
lenders party thereto, Gleacher Natwest, Inc., as Arranging Agent and National
Westminster Bank PLC, as Administrative Agent (the "Credit Agreement").
Capitalized terms used and not defined herein have the meanings given them in
the Credit Agreement. The Borrowers, the Lenders and the Administrative Agent
agree to amend certain provisions of the Credit Documents as follows:
1. The definition of "Completion Deadline" in the Credit Agreement is hereby
amended to mean "July 12, 1999."
2. The references to "30 days" in Section 3.02(A)(g) of the Credit Agreement
and in Section 3.01(b) of the Mortgage Notes Proceeds Agreement are
hereby amended to read "60 days".
3. Section 2.06(C) of the Disbursement Agreement is hereby deleted and the
Credit Agreement is hereby amended to add the following new Section 6.13:
Not later than January 12, 2000, the Borrowers will cause to be
delivered to each Lenders and the Administrative Agent the
consultant's report, final survey and "as-built" plans referred to
and complying with the terms of Section 2.06(C) of the
Disbursement Agreement as originally executed and prior to any
amendments thereto.
4. The fifth sentence of Section 2.03 of the Disbursement Agreement is
amended to read in its entirety as follows:
Transfers will only be made on the third day of a month (except
that one Transfer may be made in July, 1999 on any date prior to
July 13) and not later than September 3, 1999 (each such date a
"Transfer Date").
5. The reference to "30th day" in the sixth sentence of Section 2.03 of the
Disbursement Agreement is amended to read "60th day".
This Amendment Agreement shall be governed by and construed in accordance with
the laws of the State of New York, may be executed in counterparts and shall be
effective when executed by the Borrowers, the Administrative Agent and the
Required Banks.
THE RESORT AT SUMMERLIN,
LIMITED PARTNERSHIP
By: The Resort at Summerlin, Inc., its
General Partner
By: /s/ John J. Tipton
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Name: John J. Tipton
Title: Senior VP, CFO and General Counsel
THE RESORT AT SUMMERLIN,
By: /s/ John J. Tipton
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Name: John J. Tipton
Title: Senior VP, CFO and General Counsel
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NATIONAL WESTMINSTER BANK PLC
Individually and as Administrative Agent
By: /s/ Andrew S. Weinberg
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Name:
Title:
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: Managing Director
THE ING CAPITAL SENIOR SECURED
HIGH INCOME FUND, L.P.
By: ING Capital Advisor LLC, as Investment
Advisor
By: /s/ Michael D. Hatley
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Name: Michael D. Hatley
Title: Managing Director
STEIN ROE & FARNHAM, INC.
As agent for Keyport Life Insurance Company
By: /s/ Brian W. Good
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Name: Brian W. Good
Title: Vice President and Portfolio
Manager
AMARA-2 FINANCE LTD.
By: /s/ Ian David Moore
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Name: Ian David Moore
Title: Director
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AMARA-2 FINANCE LTD.
By: /s/ Ian David Moore
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Name: Ian David Moore
Title: Director
MORGAN STANLEY SENIOR FUNDING INC.
By:
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Name:
Title:
ML CLO XV PILGRIM AMERICAN (CAYMAN) LTD
By: Pilgrim Investments, Inc., as investment
manager
By: /s/ Michel Prince
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Name: Michel Prince, CFA
Title: Vice President
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STRATA FUNDING LTD.
By:
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Name:
Title:
CERES FINANCE LTD.
By:
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Name:
Title:
AERIES FINANCE LTD.
By:
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Name:
Title:
CAPTIVA FINANCE LTD.
By:
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Name:
Title:
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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