1 EXHIBIT 10.4 SEVENTH AMENDMENT TO AMENDED AND RESTATED REVOLVING LOAN AGREEMENT This Seventh Amendment to Amended and Restated Revolving Loan Agreement ("Seventh Amendment") is entered into as of January 15, 1998 by and among DEL WEBB CORPORATION, a Delaware corporation ("Borrower"), each bank whose name is set forth on the signature pages of this Seventh 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 Seventh 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 Seventh 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, that certain Fifth Amendment to Amended and Restated Revolving Loan Agreement, dated October 1, 1997 and that certain Sixth Amendment to Amended and Restated Revolving Loan Agreement, dated as of December 1, 1997 (as so amended, 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 an additional $50,000,000 be made available as part of the Line A Commitment and that certain other 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 increase and 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, the Co-Agent and the Agent hereby agree as follows: -1- 2 1. Amendments to Loan Agreement. 1.1 Section 1.1 In Section 1.1 of the Loan Agreement, 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, $307,000,000. The respective Pro Rata Shares of the Banks with respect to the Line A Commitment are set forth in Schedule 1.2." 1.2 Section 6.13. The table in Section 6.13 of the Loan Agreement is amended as follows: "Period Ratio ------- ----- Jan. 1, 1998 through 2.50:1.00 June 30, 1999 July 1, 1999 through 2.35:1.00 June 30, 2000 July 1, 2000 and thereafter 2.15:1.00" 1.3 Section 6.14. Section 6.15 of the Loan Agreement is amended in its entirety to read as follows: "6.15 Liquidity. Permit, as of the last day of any Fiscal Year, beginning June 30, 1995, the ratio of EBITDA for such Fiscal Year to Specified Charges for such Fiscal Year to be less than (a) 0.50:1.00 for the Fiscal Year ending June 30, 1995, (b) 0.75:1.00 for the Fiscal Years ending June 30, 1996 and 1997, (c) 0.65:1.00 for the Fiscal Years ending June 30, 1998 and 1999 or (d) 0.75:1.00 for the Fiscal Years ending June 30, 2000 or thereafter, provided that any such failing shall not constitute an Event of Default under Section 9.1(c) unless and until Borrower shall also permit, as of the last day of the immediately succeeding Fiscal Quarter, the ratio of EBITDA for the four (4) Fiscal Quarter period then ending to Specified Charges for such four (4) Fiscal Quarter period to also be less than said specified ratio." 1.4 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 Seventh Amendment as Annex I. -2- 3 1.5 Schedule 4.4. Schedule 4.4 ("Subsidiaries") to the Loan Agreement is amended and restated in its entirety in the schedule attached to this Seventh Amendment as Annex III. 2. Underwriting Fees. On the effective date of this Seventh Amendment, Borrower agrees to pay underwriting fees as follows: (a) Borrower agrees to pay to the Agent for the respective accounts of each Bank whose aggregate Commitment is increasing pursuant to this Seventh Amendment, a fee equal to 15 basis points times the increase in such Bank's aggregate Commitment as shown on Annex I hereto; and (b) Borrower agrees to pay a $5,000 fee to each Bank that does not otherwise receive an underwriting fee pursuant to clause (a), above. These underwriting fees are fully earned upon such effective date and are nonrefundable. 3. Adjusting Purchase Payments. The Agent shall notify the Banks on the first Banking Day that the conditions specified in Sections 5(a)-5(f) hereof have been satisfied (the "Notice"). On the following Banking Day, certain of the Banks shall purchase, and certain of the Banks shall sell, to one another, the percentage interests in the Commitments as reflected in Annex II hereto, in order to reallocate the then outstanding Advances under the Notes among the Banks to correspond to the revised Pro Rata Shares of the Banks specified in Annex I hereto. The applicable purchase price payments are specified on Annex II hereto and referred to herein as the "Adjusting Purchase Payments." The Adjusting Purchasing Payments shall be made to the Agent by the applicable purchasing Banks by Federal Reserve wire transfer initiated by the payor no later than 9:00 a.m. California time on the Banking Day following the Notice. Upon receipt of all such payments, the Agent shall promptly send appropriate portions thereof to the selling Banks by Federal Reserve wire transfer. The new Pro Rata Shares shall become effective on the close of business on the day of transfer of such funds. 4. 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 Seventh Amendment as though made on that date and after giving effect to this Seventh Amendment no Event of Default shall be continuing. 5. Conditions Precedent. The effectiveness of this Seventh Amendment is conditioned upon the satisfaction by Borrower of each of the following conditions on or before January 23, 1998: -3- 4 (a) Borrower shall have delivered or caused to be delivered to the Agent executed original counterparts of this Seventh 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 increase in the Line A Commitment herein as well as the alteration of the Pro Rata Share of each Bank reflected on Annex I hereto; (c) Borrower shall have paid the Underwriting Fees required in Section 2 hereof; (d) 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 Seventh 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; (e) The Agent shall have received a written legal opinion of counsel(s) to Borrower and each Guarantor, in form and substance satisfactory to the Agent, regarding the execution, delivery, performance and enforceability of this Seventh Amendment, the Guarantors' Consent hereto and the replacement Line A Notes and Line B Notes; (f) 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 Seventh Amendment no Default or Event of Default shall be continuing; and the satisfaction by the Banks of the following condition: (g) The applicable Banks shall have made the Adjusting Purchase Payments as specified in Section 3 hereof. 6. Return of Canceled Notes to Borrower. Upon the effectiveness of this Seventh Amendment in accordance herewith, including the delivery by Borrower of all documents required under Section 6 hereof, the Banks shall return the Line A Notes and Line B Notes that have been replaced pursuant to Section 5(b) hereof to the Agent for redelivery to Borrower, in each case marked "Canceled." -4- 5 7. 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 Seventh Amendment. 8. Loan Documents in Full Force and Effect. Except as modified hereby, the Loan Documents remain in full force and effect. 9. Effective Dates. Unless otherwise specified herein, and subject to the satisfaction of all conditions specified in Section 5, each amendment and modification identified herein shall be deemed effective as of the date of this Seventh Amendment, provided that the changes to the Pro Rata Shares of the Banks identified on Annex I hereto shall be deemed effective on the date of the Adjusting Purchase Payments described in Section 3 of this Seventh Amendment. 10. Governing Law. This Seventh Amendment shall be governed by, and construed in accordance with, the Laws of the State of California. 11. Severability. If any provision of this Seventh Amendment is held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. 12. Counterparts. This Seventh 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. The execution hereof by any parties shall not become effective until this Seventh Amendment, and Exhibit A hereto, is executed and delivered by all parties hereto and thereto. 13. Prior Agreements. This Seventh Amendment contains the entire agreement between Borrower, the Banks and the Agent with respect to the subject matter hereof, and all -5- 6 prior negotiations, understandings, and agreements with respect thereto are superseded by this Seventh Amendment. IN WITNESS WHEREOF, the parties hereto have caused this Seventh 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 -6- 7 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 -7- 8 EXHIBIT A GUARANTORS' CONSENTS The undersigned do each hereby (a) consent to that certain Seventh Amendment to Amended and Restated Revolving Loan Agreement, dated as of January 15, 1998, 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, including the increase of $50,000,000 in the Line A Commitment contained therein 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 and that, without limitation, any indebtedness of Borrower represented by the $50,000,000 increase in the Line A Commitment constitutes "Guaranteed Obligations" thereunder. Dated: January 15, 1998 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 Page 1 of 5 9 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 Page 2 of 5 10 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 Page 3 of 5 11 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 Page 4 of 5 12 Del Webb's Sunflower of Tucson, Inc., an Arizona corporation By: _______________________________ Donald V. Mickus Treasurer Exhibit A Page 5 of 5 13 EXHIBIT B LINE A NOTE $______________ ______________, 1998 Los Angeles, California FOR VALUE RECEIVED, the undersigned promises to pay to the order of ______________________________________________________ (the "Bank"), the principal amount of __________________________________________________________ ($_____________) 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 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, that certain Fifth Amendment to Amended and Restated Revolving Loan Agreement, dated October 1, 1997, that certain Sixth Amendment to Amended and Restated Revolving Loan Agreement, dated as of December 1, 1997 and that certain Seventh Amendment to Amended and Restated Revolving Loan Agreement, of even date herewith, 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 so 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 Exhibit B Page 1 of 2 14 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. 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 October 1, 1997, 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: _____________________________________ _____________________________________ Printed Name and Title Exhibit B Page 2 of 2 15 EXHIBIT C LINE B NOTE $_____________ ______________, 1998 Los Angeles, California FOR VALUE RECEIVED, the undersigned promises to pay to the order of ________________________________________________________ (the "Bank"), the principal amount of _______________________________________________________ ($____________) or such lesser aggregate amount of Advances as may be made by the Bank with respect to the Line 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 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, that certain Fifth Amendment to Amended and Restated Revolving Loan Agreement, dated October 1, 1997, that certain Sixth Amendment to Amended and Restated Revolving Loan Agreement, dated as of December 1, 1997 and that certain Seventh Amendment to Amended and Restated Revolving Loan Agreement, of even date herewith, 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 so 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. Exhibit C Page 1 of 2 16 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. 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 October 1, 1997 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: _____________________________________ _____________________________________ Printed Name and Title Exhibit C Page 2 of 2 17 ANNEX I DEL WEBB CORPORATION BANK GROUP COMMITMENTS Total Prior Increase in Line "A" Line "B" Commitment Commitment Aggregate Syndicate Bank Pro Rata Share $307,000,000 $93,000,000 $400,000,000 $350,000,000 Commitment - -------------- -------------- ------------ ----------- ------------ ------------ ---------- Bank of America NT & SA 20.00% $ 61,400,000 $ 18,600,000 $ 80,000,000 $ 85,000,000 -- Bank One, Arizona, NA 16.25% 49,887,500 15,112,500 65,000,000 65,000,000 -- NationsBank, N.A. 12.50% 38,375,000 11,625,000 50,000,000 45,000,000 $ 5,000,000 Guaranty Federal Bank, F.S.B. 12.50% 38,375,000 11,625,000 50,000,000 40,000,000 10,000,000 BankBoston, N.A. 10.00% 30,700,000 9,300,000 40,000,000 35,000,000 5,000,000 First Union National Bank 7.50% 23,025,000 6,975,000 30,000,000 25,000,000 5,000,000 Bank of Hawaii 7.50% 23,025,000 6,975,000 30,000,000 20,000,000 10,000,000 Fleet National Bank 8.75% 26,862,500 8,137,500 35,000,000 20,000,000 15,000,000 Credit Lyonnais 5.00% 15,350,000 4,650,000 20,000,000 15,000,000 5,000,000 TOTAL: 100.00% $307,000,000 $ 93,000,000 $400,000,000 $350,000,000 Annex I Page 1 of 1 18 ANNEX II ADJUSTING PURCHASE PAYMENTS Aggregate Principal Balance of existing Promissory Notes immediately prior to effective date of Seventh Amendment - $271,000,000 ("Carryover Principal Balance"). Banks Making Former Share New Share of Adjusting of Carryover Former Carryover New Adjusting Purchase Adjusting Purchase Purchase Payments Principal Balance Pro Rata Share Principal Balance Pro Rata Share Payment to Pay Payment to Receive - ----------------- ----------------- -------------- ----------------- -------------- -------------- ------------------ Bank of Hawaii $ 15,485,714 5.71428571% $ 20,325,000 7.50% $ 4,839,286 First Union National 19,357,143 7.14285714% 20,325,000 7.50% 967,857 Bank Fleet National Bank 15,485,714 5.71428571% 23,712,500 8.75% 8,226,786 Guaranty Federal, 30,971,428 11.42857143% 33,875,000 12.50% 2,903,572 F.S.B. BankBoston, N.A. 27,100,000 10.00000000% 27,100,000 10.00% -0- -0- Credit Lyonnais 11,614,286 4.28571429% 13,550,000 5.00% 1,935,714 Banks Receiving Adjusting Purchase Payments Bank of America 65,814,286 24.28571429% 54,200,000 20.00% 11,614,286 Bank One, 50,328,572 18.57142857% 44,037,500 16.25% 6,291,072 Arizona, NA NationsBank, N.A. 34,842,857 12.85714286% 33,875,000 12.50% 967,857 TOTAL: $271,000,000 100.000000% $271,000,000 100.00000000% $ 18,873,215 $ 18,873,215 Annex II Page 1 of 1 19 ANNEX III SUBSIDIARIES Annex III Page 1 of 1