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EXHIBIT 10.2
FIFTH AMENDMENT TO AMENDED AND
RESTATED REVOLVING LOAN AGREEMENT
This Fifth Amendment to Amended and Restated Revolving Loan
Agreement ("Fifth Amendment") is entered into as of October 1, 1997 by and among
DEL WEBB CORPORATION, a Delaware corporation ("Borrower"), each bank whose name
is set forth on the signature pages of this Fifth Amendment (collectively, the
"Banks" and individually a "Bank"), BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION, a national banking association (the "Agent") and BANK ONE, ARIZONA,
NA, a national banking association (the "Co-Agent"). This Fifth Amendment is one
of the Loan Documents referred to in the Loan Agreement defined below. All terms
and agreements set forth in the Loan Agreement which are generally applicable to
the Loan Documents shall apply to this Fifth Amendment. Capitalized terms not
otherwise defined herein shall have the meanings given them in the Loan
Agreement.
RECITALS
A. Borrower, the Banks, the Agent and the Co-Agent have previously
made and entered into that certain Amended and Restated Revolving Loan
Agreement, dated as of June 27, 1995, as amended by that certain First Amendment
to Amended and Restated Revolving Loan Agreement, dated as of December 15, 1995,
that certain Second Amendment to Amended and Restated Revolving Loan Agreement,
dated as of July 22, 1996, that certain Third Amendment to Amended and Restated
Revolving Loan Agreement, dated as of March 31, 1997, and that certain Fourth
Amendment to Amended and Restated Revolving Loan Agreement, dated April 29, 1997
(the "Loan Agreement"), pursuant to which the Banks agreed to make revolving
loans to Borrower in the aggregate principal amount of up to $350,000,000 (the
"Loan"). The Loan is evidenced by the Loan Agreement and the various Line A
Notes and Line B Notes executed by Borrower in favor of the Banks.
B. Borrower has requested that certain modifications and amendments
be made to the Loan Agreement and, subject to the terms and conditions contained
herein, the Banks and the Agent have agreed to such modifications and
amendments, as more fully set forth below.
NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, Borrower, the Banks and the Agent
hereby agree as follows:
1. Amendments to Loan Agreement.
1.1 Section 1.1 Section 1.1 of the Loan Agreement is amended as
follows:
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(a) The definition of "Commitment Reduction Date" is restated
in its entirety to read as follows:
"'Commitment Reduction Date' means June 30, 1999."
(b) The definition of "Line A Commitment" is restated in its
entirety to read as follows:
"'Line A Commitment' means, subject to Sections 2.4 and 2.5,
$257,000,000. The respective Pro Rata Shares of the Banks with
respect to the Line A Commitment are set forth in Schedule
1.2."
(c) The definition of "Maturity Date" is restated in its
entirety to read as follows:
"'Maturity Date' means December 31, 2001."
(d) The definition of "Line B Commitment" is restated in its
entirety to read as follows:
"'Line B Commitment' means, subject to Sections 2.4 and 2.5,
$93,000,000. The respective Pro Rata Shares of the Banks with
respect to the Line B Commitment are set forth in Schedule
1.2."
(e) A new definition is added to Section 1.1 of the Loan
Agreement as follows:
"'Newer Public 9-3/4% Senior Subordinated Debt' means the
Indebtedness outstanding under Borrower's Indenture, dated
January 21, 1997 with respect to $150,000,000 of 9-3/4% Senior
Subordinated Debentures due 2008."
(f) The definition of "Subsidiary" is restated in its entirety
to read as follows:
"'Subsidiary' of a Person means any corporation, association,
partnership, limited liability company, joint venture or other
business entity of which more than 50% of the voting stock,
membership interests or other equity interests (in the case of
Persons other than corporations or limited liability
companies), is owned or controlled directly or indirectly by
the Person, or
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one or more of the Subsidiaries of the Person, or a
combination thereof."
1.2 Section 2.5. The reference to the "Quarterly Payment Date in
October, 1997" contained in Section 2.5 of the Loan Agreement (as adjusted to
"October, 1998" by letter agreement dated August 19, 1996) is hereby amended to
instead read "Quarterly Payment Date in October, 1999".
1.3 Section 2.11. Section 2.11 of the Loan Agreement is hereby
amended in its entirety to read as follows:
"2.11 Senior Debt. Without limitation, all outstanding
principal and interest under the Notes constitutes "Senior
Debt", as that term is defined in the Indenture for the Newer
Public 9-3/4% Senior Subordinated Debt, the Indenture for the
Public 9-3/4% Senior Subordinated Debt and the Indenture for
the Public 9.00% Senior Subordinated Debt.
1.4 Section 6.8.
(a) Section 6.8(d) of the Loan Agreement is hereby amended in
its entirety to read as follows:
"(d) Liens on Real Property acquired (whether before or after
the Closing Date) by Borrower or any of its Subsidiaries that
both (i) secure solely Non-Recourse Debt and (ii) (A) secure
solely purchase money indebtedness with respect to the Real
Property (which indebtedness, within the limitations set out
below, may include a profit or a revenue sharing component
arising from such Real Property for the benefit of the seller)
or (B) encumbered the Real Property at the time of its
acquisition by Borrower or its Subsidiary or were placed
thereon to refinance or borrow an amount up to the purchase
price within 90 days after the acquisition (which
indebtedness, within the limitations set out below, may
include a profit or a revenue sharing component arising from
such Real Property for the benefit of the seller). Profit or
revenue sharing rights in favor of a seller of Real Property
shall be permissible hereunder only if the aggregate of
Borrower's Real Property purchase cost and direct construction
costs for all Real Property then subject to such rights does
not, when added to any amount calculated under Sections 6.8(g)
and (h), at any time exceed 10% of Tangible Net Worth.
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(b) The following language is added to the Loan Agreement as a
new Section 6.8(g):
"(g) Liens that may exist on property of Borrower or one of
its Subsidiaries that has been used in the construction of
improvements on real property that is not then owned by
Borrower or one of its Subsidiaries, or Liens on such real
property, provided that (i) Borrower or a Guarantor Subsidiary
holds a written contractual or other legal right to acquire
title to such real property (or to direct the acquisition of
such title) and intends to do so and (ii) the cost to Borrower
or the Subsidiary of any and all such improvements, together
with the amounts calculated under the last sentence of Section
6.8(d) and under Section 6.8(h), do not, in the aggregate,
exceed 10% of Tangible Net Worth at any time; and"
(c) The following language is added to the Loan Agreement as a
new Section 6.8(h):
"(h) Liens otherwise permissible under Section 6.8(d) with
respect to Real Property owned by Borrower or one of its
Subsidiaries on which Real Property improvements have been
constructed by Borrower or a Subsidiary, provided that the
cost to Borrower or a Subsidiary of such improvements,
together with the amounts calculated under the last sentence
of Section 6.8(d) and under Section 6.8(g) do not, in the
aggregate, exceed 10% of Tangible Net Worth at any time."
1.5 Section 6.16. Section 6.16(d)(iii)(B) of the Loan Agreement is
hereby amended in its entirety to read as follows:
"(B) 50% of the cumulative amount of Net Income (giving
account to any net loss), as of the most recently ended Fiscal
Quarter, from and after the Fiscal Quarter beginning one year
prior to the Commitment Reduction Date."
1.6 Schedule 1.2. Schedule 1.2 ("Bank Group Commitments") to the
Loan Agreement is amended and restated in its entirety in the schedule attached
to this Fifth Amendment as Annex I.
2. Extension Fee. Concurrently with or prior to the effectiveness of this
Fifth Amendment, Borrower agrees to pay to the Agent for the account of the
Banks, pro rata according to their Pro Rata Shares, an extension fee equal to
$87,500. This extension fee is fully earned upon the effectiveness of this Fifth
Amendment.
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3. Borrower's Representations and Warranties. Borrower hereby represents
and warrants that except as previously disclosed to the Banks in writing, all of
the representations and warranties contained in the Loan Documents are true and
correct on and as of the date of this Fifth Amendment as though made on that
date and, after giving effect to this Fifth Amendment, no Event of Default shall
be continuing.
4. Conditions Precedent. The effectiveness of this Fifth Amendment is
conditioned upon the due execution hereof by all of the Banks and upon the
satisfaction by Borrower of each of the following conditions on or before
October 15, 1997:
(a) Borrower shall have delivered or caused to be delivered to
the Agent executed original counterparts of this Fifth Amendment and
Exhibit "A" hereto, sufficient in number for distribution to the Agent,
the Banks and Borrower;
(b) Borrower shall have delivered to the Agent executed
original replacement Line A Notes and Line B Notes, for each Bank, in the
forms of Exhibit "B" and Exhibit "C" hereto. Such replacement notes shall
reflect the changes in the Line A and Line B Commitments reflected on
Annex I hereto;
(c) Borrower shall have paid to the Agent the extension fee
described in Section 2 hereof;
(d) The Agent shall have received a certification from a
Responsible Official of Borrower as to the matters set forth in Section 3
hereof;
(e) The Agent shall have received from Borrower such
documentation as may be required to establish the authority of Borrower to
execute, deliver and perform any of the Loan Documents to which it is a
Party, including, without limitation, this Fifth Amendment and the
replacement Line A Notes and Line B Notes. Such documentation shall
include certified corporate resolutions, incumbency certificates, and such
other certificates or documents as the Agent shall reasonably require;
(f) The Agent shall have received a written legal opinion of
in-house counsel to Borrower and each Guarantor, in form and substance
satisfactory to the Agent, regarding the execution, delivery, performance
and enforceability of this Fifth Amendment, the Guarantors' Consent hereto
and the replacement Line A Notes and Line B Notes;
(g) The Agent shall have received a written certification from
a Responsible Official of Borrower that Borrower and its Subsidiaries are
in compliance with all the terms and provisions of the Loan Documents and
after giving effect to this Fifth Amendment no Default or Event of Default
shall be continuing;
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5. Return of Canceled Notes to Borrower. Upon the effectiveness of this
Fifth Amendment in accordance herewith, including the delivery by Borrower of
all documents required under Section 4 hereof, the Banks shall return the Line A
Notes and Line B Notes that have been replaced pursuant hereto to Borrower, in
each case marked "Canceled."
6. Amendment to Other Loan Documents. Each of the Loan Documents is hereby
amended such that all references to the Loan Agreement contained therein shall
be deemed to be made with respect to the Loan Agreement as amended hereby. Each
of the Loan Documents are hereby further amended such that any reference
contained therein to any document amended hereby shall be deemed to be made with
respect to such document as amended hereby. Each reference to Loan Documents
generally shall be deemed to include this Fifth Amendment.
7. Loan Documents in Full Force and Effect. Except as modified hereby, the
Loan Documents remain in full force and effect.
8. Governing Law. This Fifth Amendment shall be governed by, and construed
in accordance with, the Laws of the State of California.
9. Severability. If any provision of this Fifth Amendment is held invalid
or unenforceable by any court of competent jurisdiction, such holding shall not
invalidate or render unenforceable any other provision hereof.
10. Counterparts. This Fifth Amendment may be executed in counterparts and
any party may execute any counterpart, each of which shall be deemed to be an
original and all of which, taken together, shall be deemed to be one and the
same document.
11. Prior Agreements. This Fifth Amendment contains the entire agreement
between Borrower, the Banks and the Agent with respect to the subject matter
hereof, and all
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prior negotiations, understandings, and agreements with respect thereto are
superseded by this Fifth Amendment.
IN WITNESS WHEREOF, the parties hereto have caused this Fifth
Amendment to be duly executed as of the date first above written.
"Borrower" "Banks"
DEL WEBB CORPORATION BANK ONE, ARIZONA, NA, as a Bank
By: ________________________________ By: ________________________________
John A. Spencer
Senior Vice President ________________________________
Printed Name and Title
"Agent"
BANK OF AMERICA NATIONAL
BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION,
TRUST AND SAVINGS ASSOCIATION, as a Bank
as Agent
By: ________________________________
By: ________________________________
________________________________
________________________________ Printed Name and Title
Printed Name and Title
BANKBOSTON, N.A. (formerly known as
"Co-Agent" The First National Bank of Boston)
BANK ONE, ARIZONA, NA, as Co-Agent
By: ________________________________
By: ________________________________ ________________________________
Printed Name and Title
________________________________
Printed Name and Title
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GUARANTY FEDERAL BANK, F.S.B. FIRST UNION NATIONAL BANK,
formerly known as First Union National
Bank of North Carolina
By: ________________________________
________________________________ By: ________________________________
Printed Name and Title
________________________________
Printed Name and Title
CREDIT LYONNAIS LOS ANGELES
BRANCH
FLEET NATIONAL BANK
By: ________________________________
By: ________________________________
________________________________
Printed Name and Title ________________________________
Printed Name and Title
NATIONSBANK, N.A., formerly known as
NationsBank, N.A. (Carolinas)
By: ________________________________
________________________________
Printed Name and Title
BANK OF HAWAII
By: ________________________________
________________________________
Printed Name and Title
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EXHIBIT A
GUARANTORS' CONSENT
The undersigned do each hereby (a) consent to that certain Fifth
Amendment to Amended and Restated Revolving Loan Agreement, dated as of October
1, 1997, by and among Del Webb Corporation ("Borrower"), the Banks named
therein, Bank of America National Trust and Savings Association, as Agent, and
Bank One, Arizona, NA, as Co-Agent, and (b) reaffirm (i) their respective
obligations under that certain Subsidiary Guaranty, dated as of June 27, 1995,
and (ii) that the Subsidiary Guaranty remains in full force and effect.
Dated: October 1, 1997
Asset One Corp., an Arizona Del Webb Communities, Inc.,
corporation an Arizona corporation
By: _______________________________
Donald V. Mickus By: _______________________________
Treasurer Donald V. Mickus
Treasurer
Del Webb California Corp.,
an Arizona corporation Del Webb Conservation Holding Corp., an
Arizona corporation
By: _______________________________
Donald V. Mickus By: _______________________________
Treasurer Donald V. Mickus
Treasurer
Del Webb Commercial Properties
Corporation, an Arizona corporation Del Webb Home Construction, Inc.,
an Arizona corporation
By: _______________________________
Donald V. Mickus By: _______________________________
Treasurer Donald V. Mickus
Treasurer
Exhibit A
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Del Webb Communities of Nevada, Inc. Del Webb's Coventry Homes of Nevada,
(formerly known as Del Webb Kingswood Inc., an Arizona corporation (formerly
Parke, Inc.), an Arizona corporation known as Del Webb of Nevada, Inc.)
By: _______________________________ By: _______________________________
Donald V. Mickus Donald V. Mickus
Treasurer Treasurer
The Villages at Desert Hills, Inc. Del Webb's Coventry Homes Construction
(formerly known as Del Webb Lakeview of Tucson Co., an Arizona corporation
Corporation), an Arizona corporation
By: _______________________________
By: _______________________________ Donald V. Mickus
Donald V. Mickus Treasurer
Treasurer
Del Webb's Coventry Homes of Tucson,
Del Webb's Coventry Homes Construction Inc., an Arizona corporation
Co., an Arizona corporation
By: _______________________________
By: _______________________________ Donald V. Mickus
Donald V. Mickus Treasurer
Treasurer
Del E. Webb Cactus Development Corp.,
Del Webb's Coventry Homes, Inc., an Arizona corporation
an Arizona corporation
By: _______________________________
By: _______________________________ Donald V. Mickus
Donald V. Mickus Treasurer
Treasurer
Exhibit A
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Del E. Webb Development Co., L.P., Fairmount Mortgage, Inc., an Arizona
a Delaware limited partnership corporation
By: Del Webb Communities, Inc.,
general partner By: _______________________________
Richard W. Day
Treasurer
By:________________________
Donald V. Mickus
Treasurer Glen Harbor Joint Venture, an Arizona
general partnership
Del E. Webb Foothills Corporation, By: Del E. Webb Glen Harbor
an Arizona corporation Development Corporation,
general partner
By: _______________________________
Donald V. Mickus By:_________________________
Treasurer Donald V. Mickus
Treasurer
Del E. Webb Glen Harbor Development
Corporation, an Arizona corporation Terravita Commercial Corp., an Arizona
corporation
By: _______________________________
Donald V. Mickus By: _______________________________
Treasurer Donald V. Mickus
Treasurer
DW Aviation Co., an Arizona
corporation
Terravita Corp., an Arizona corporation
By: _______________________________
Donald V. Mickus By: _______________________________
Treasurer Donald V. Mickus
Treasurer
Exhibit A
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Terravita Home Construction Co., New Mexico Asset Corporation,
an Arizona corporation an Arizona corporation
By: _______________________________ By: _______________________________
Donald V. Mickus Donald V. Mickus
Treasurer Treasurer
Trovas Company, an Arizona corporation Del Webb Texas Limited Partnership,
an Arizona limited partnership
By: _______________________________ By: Del Webb Southwest Co.,
Donald V. Mickus an Arizona corporation
Treasurer
By:_________________________
Trovas Construction Co., an Arizona Donald V. Mickus
corporation Treasurer
By: _______________________________ New Mexico Asset Limited Partnership
Donald V. Mickus (formerly known as New Mexico
Treasurer Investment Co. Limited Partnership), an
Arizona limited partnership
Del Webb Limited Holding Co., By: Del Webb Corporation, a Delaware
an Arizona corporation corporation
By: _______________________________ By:_________________________
Donald V. Mickus Donald V. Mickus
Treasurer Treasurer
Del Webb Southwest Co., an Arizona Bellasera Corp., an Arizona corporation
corporation
By: _______________________________
By: _______________________________ Donald V. Mickus
Donald V. Mickus Treasurer
Treasurer
Exhibit A
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Del Webb's Sunflower of Tucson, Inc., an
Arizona corporation
By: _______________________________
Donald V. Mickus
Treasurer
Exhibit A
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EXHIBIT B
LINE A NOTE
$________________ ______________, 1997
Los Angeles, California
FOR VALUE RECEIVED, the undersigned promises to pay to the order of
______________________________________________________ (the "Bank"), the
principal amount of __________________________________________________________
($_____________) or such lesser aggregate amount of Advances as may be made by
the Bank with respect to the Line A Commitment under the Loan Agreement referred
to below, together with interest on the principal amount of each Advance made
hereunder and remaining unpaid from time to time from the date of each such
Advance until the date of payment in full, payable as hereinafter set forth.
Reference is made to the Amended and Restated Revolving Loan Agreement,
dated as of June 27, 1995, as amended by the First Amendment thereto, dated
December 15, 1995, by the Second Amendment thereto, dated July 22, 1996, by the
Third Amendment thereto, dated March 31, 1997, by the Fourth Amendment thereto,
dated April 29, 1997 and by the Fifth Amendment thereto, dated ____________,
1997, by and among the undersigned, as Borrower, the Banks which are parties
thereto, Bank One, Arizona, NA, as Co-Agent, and Bank of America National Trust
and Savings Association, as Agent for the Banks (as amended, the "Loan
Agreement"). Terms defined in the Loan Agreement and not otherwise defined
herein are used herein with the meanings given those terms in the Loan
Agreement. This is one of the Line A Notes referred to in the Loan Agreement,
and any holder hereof is entitled to all of the rights, remedies, benefits and
privileges provided for in the Loan Agreement as originally executed or as it
may from time to time be supplemented, modified or amended. The Loan Agreement,
among other things, contains provisions for acceleration of the maturity hereof
upon the happening of certain stated events upon the terms and conditions
therein specified.
The principal indebtedness evidenced by this Line A Note shall be
payable as provided in the Loan Agreement and in any event on the Maturity Date.
Interest shall be payable on the outstanding daily unpaid principal
amount of Advances from the date of each such Advance until payment in full and
shall accrue and be payable at the rates and on the dates set forth in the Loan
Agreement both before and after default and before and after maturity and
judgment, with interest on overdue principal and interest to bear interest at
the rate set forth in Section 3.7 of the Loan Agreement, to the fullest extent
permitted by applicable Law.
Exhibit B
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Each payment hereunder shall be made to the Agent at the Agent's Office
for the account of the Bank in immediately available funds not later than 11:00
a.m. (San Francisco time) on the day of payment (which must be a Banking Day).
All payments received after 11:00 a.m. (San Francisco time) on any particular
Banking Day shall be deemed received on the next succeeding Banking Day. All
payments shall be made in lawful money of the United States of America.
The Bank shall use its best efforts to keep a record of Advances made
by it and payments received by it with respect to this Line A Note, and such
record shall be presumptive evidence of the amounts owing under this Line A
Note.
The undersigned hereby promises to pay all costs and expenses of any
rightful holder hereof incurred in collecting the undersigned's obligations
hereunder or in enforcing or attempting to enforce any of such holder's rights
hereunder, including reasonable attorneys' fees and disbursements, whether or
not an action is filed in connection therewith.
The undersigned hereby waives presentment, demand for payment,
dishonor, notice of dishonor, protest, notice of protest and any other notice or
formality, to the fullest extent permitted by applicable Laws.
This Line A Note shall be delivered to and accepted by the Bank in the
State of California, and shall be governed by, and construed and enforced in
accordance with, the local Laws thereof.
This Line A Note replaces, amends and restates that certain Line A
Note, dated as of July 22, 1996, in the principal amount of $____________,
heretofore delivered by the undersigned to the Bank pursuant to the Loan
Agreement.
DEL WEBB CORPORATION, a Delaware
corporation
By:_____________________________________
John A. Spencer
Senior Vice President
Exhibit B
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EXHIBIT C
LINE B NOTE
$_____________ ______________, 1997
Los Angeles, California
FOR VALUE RECEIVED, the undersigned promises to pay to the order of
________________________________________________________ (the "Bank"), the
principal amount of __________________________________________________ DOLLARS
($____________) or such lesser aggregate amount of Advances as may be made by
the Bank with respect to the Line B Commitment under the Loan Agreement referred
to below, together with interest on the principal amount of each Advance made
hereunder and remaining unpaid from time to time from the date of each such
Advance until the date of payment in full, payable as hereinafter set forth.
Reference is made to the Amended and Restated Revolving Loan Agreement,
dated as of June 27, 1995, as amended by the First Amendment thereto, dated
December 15, 1995, by the Second Amendment thereto, dated July 22, 1996, by the
Third Amendment thereto, dated March 31, 1997, by the Fourth Amendment thereto,
dated April 29, 1997 and by the Fifth Amendment thereto, dated ____________,
1997, by and among the undersigned, as Borrower, the Banks which are parties
thereto, Bank One, Arizona, NA, as Co-Agent, and Bank of America National Trust
and Savings Association, as Agent for the Banks (as amended, the "Loan
Agreement"). Terms defined in the Loan Agreement and not otherwise defined
herein are used herein with the meanings given those terms in the Loan
Agreement. This is one of the Line B Notes referred to in the Loan Agreement,
and any holder hereof is entitled to all of the rights, remedies, benefits and
privileges provided for in the Loan Agreement as originally executed or as it
may from time to time be supplemented, modified or amended. The Loan Agreement,
among other things, contains provisions for acceleration of the maturity hereof
upon the happening of certain stated events upon the terms and conditions
therein specified.
The principal indebtedness evidenced by this Line B Note shall be
payable as provided in the Loan Agreement and in any event on the Maturity Date.
Interest shall be payable on the outstanding daily unpaid principal
amount of Advances from the date of each such Advance until payment in full and
shall accrue and be payable at the rates and on the dates set forth in the Loan
Agreement both before and after default and before and after maturity and
judgment, with interest on overdue principal and interest to bear interest at
the rate set forth in Section 3.7 of the Loan Agreement, to the fullest extent
permitted by applicable Law.
Exhibit C
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Each payment hereunder shall be made to the Agent at the Agent's Office
for the account of the Bank in immediately available funds not later than 11:00
a.m. (San Francisco time) on the day of payment (which must be a Banking Day).
All payments received after 11:00 a.m. (San Francisco time) on any particular
Banking Day shall be deemed received on the next succeeding Banking Day. All
payments shall be made in lawful money of the United States of America.
The Bank shall use its best efforts to keep a record of Advances made
by it and payments received by it with respect to this Line B Note, and such
record shall be presumptive evidence of the amounts owing under this Line B
Note.
The undersigned hereby promises to pay all costs and expenses of any
rightful holder hereof incurred in collecting the undersigned's obligations
hereunder or in enforcing or attempting to enforce any of such holder's rights
hereunder, including reasonable attorneys' fees and disbursements, whether or
not an action is filed in connection therewith.
The undersigned hereby waives presentment, demand for payment,
dishonor, notice of dishonor, protest, notice of protest and any other notice or
formality, to the fullest extent permitted by applicable Laws.
This Line B Note shall be delivered to and accepted by the Bank in the
State of California, and shall be governed by, and construed and enforced in
accordance with, the local Laws thereof.
This Line B Note replaces, amends and restates that certain Line B
Note, dated as of July 22, 1996, in the principal amount of $_______________ ,
heretofore delivered by the undersigned to the Bank pursuant to the Loan
Agreement.
DEL WEBB CORPORATION, a Delaware
corporation
By:_____________________________________
John A. Spencer
Senior Vice President
Exhibit C
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ANNEX I
DEL WEBB CORPORATION
BANK GROUP COMMITMENTS
Line "A" Line "B" Total
Syndicate Bank Pro Rata Share $257,000,000 $93,000,000 $350,000,000
- -------------- -------------- ------------ ------------ ------------
Bank of America NT & SA 24.28571429% $ 62,414,286 $ 22,585,714 $ 85,000,000
Bank One, Arizona, NA 18.57142857% $ 47,728,571 $ 17,271,429 65,000,000
NationsBank, N.A 12.85714286% $ 33,042,857 $ 11,957,143 45,000,000
Guaranty Federal, F.S.B 11.42857143% $ 29,371,429 $ 10,628,571 40,000,000
The First National Bank of Boston 10.00000000% $ 25,700,000 $ 9,300,000 35,000,000
First Union National Bank 7.14285714% $ 18,357,143 $ 6,642,857 25,000,000
Bank of Hawaii 5.71428571% $ 14,685,714 $ 5,314,286 20,000,000
Fleet National Bank 5.71428571% $ 14,685,714 $ 5,314,286 20,000,000
Credit Lyonnais 4.28571429% $ 11,014,286 $ 3,985,714 15,000,000
TOTAL: 100.00000000% $257,000,000 $ 93,000,000 $350,000,000
ANNEX I
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