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EXHIBIT 10.3
SIXTH AMENDMENT TO AMENDED AND
RESTATED REVOLVING LOAN AGREEMENT
This Sixth Amendment to Amended and Restated Revolving Loan
Agreement ("Sixth Amendment") is entered into as of December 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 Sixth 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 Sixth
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 Sixth 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, that certain Fourth
Amendment to Amended and Restated Revolving Loan Agreement, dated April 29, 1997
and that certain Fifth Amendment to Amended and Restated Revolving Loan
Agreement, dated October 1, 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. Amendment to Loan Agreement. Section 2.12(a) of the Loan Agreement is
amended such that the reference to "$5,000,000" therein shall instead read
"$10,000,000."
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2. 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 Sixth Amendment as though made on that
date and, after giving effect to this Sixth Amendment, no Event of Default shall
be continuing.
3. Effective Date. This Sixth Amendment shall become effective upon its
due execution, on or before December 8, 1997, by (a) Borrower, (b) the Agent,
(c) Banks constituting the Majority Banks and (d) all indicated signatories to
the Guarantors' Consent appended hereto. If this Sixth Amendment is not so duly
executed by all such signatories on or before December 8, 1997, then any
signatures hereon on such date shall be of no further force or effect. If so
duly and timely executed, this Sixth Amendment shall thereupon be effective as
of the date hereof.
4. 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 Sixth Amendment.
5. Loan Documents in Full Force and Effect. Except as modified hereby, the
Loan Documents remain in full force and effect.
6. Governing Law. This Sixth Amendment shall be governed by, and construed
in accordance with, the Laws of the State of California.
7. Severability. If any provision of this Sixth Amendment is held invalid
or unenforceable by any court of competent jurisdiction, such holding shall not
invalidate or render unenforceable any other provision hereof.
8. Counterparts. This Sixth 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.
9. Prior Agreements. This Sixth 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 Sixth Amendment.
IN WITNESS WHEREOF, the parties hereto have caused this Sixth
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. BANK OF HAWAII
By: ________________________________ By: ________________________________
________________________________ ________________________________
Printed Name and Title Printed Name and Title
CREDIT LYONNAIS LOS ANGELES FIRST UNION NATIONAL BANK,
BRANCH formerly known as First Union National
Bank of North Carolina
By: ________________________________
By: ________________________________
________________________________
Printed Name and Title ________________________________
Printed Name and Title
NATIONSBANK, N.A., formerly known as
NationsBank, N.A. (Carolinas) FLEET NATIONAL BANK
By: ________________________________ By: ________________________________
________________________________ ________________________________
Printed Name and Title Printed Name and Title
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EXHIBIT A
GUARANTORS' CONSENT
The undersigned do each hereby (a) consent to that certain Sixth
Amendment to Amended and Restated Revolving Loan Agreement, dated as of
____________, 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: ______________, 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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