EXHIBIT 10(f)
WASHINGTON HOMES, INC.,
a Maryland corporation
THE SOUTHAMPTON CORPORATION,
a Maryland corporation
WASHINGTON HOMES, INC. OF VIRGINIA,
a Virginia corporation
DESIGNED CONTRACTS, INC.
a Maryland corporation
HOUSING-HOME SALES, INC.
a Maryland corporation
WH PROPERTIES LIMITED PARTNERSHIP
POTOMAC KNOLLS A.l LIMITED PARTNERSHIP
POTOMAC KNOLLS A.3 LIMITED PARTNERSHIP
POTOMAC KNOLLS B.l LIMITED PARTNERSHIP
POTOMAC KNOLLS B.2 LIMITED PARTNERSHIP
POTOMAC KNOLLS B.3 LIMITED PARTNERSHIP
POTOMAC KNOLLS B.4 LIMITED PARTNERSHIP
POTOMAC KNOLLS D.1 LIMITED PARTNERSHIP
POTOMAC KNOLLS D.4 LIMITED PARTNERSHIP
POTOMAC KNOLLS E.1 LIMITED PARTNERSHIP
POTOMAC KNOLLS E.4 LIMITED PARTNERSHIP
CONDOMINIUM COMMUNITY (PARK PLACE), INC.,
a Maryland corporation
CONDOMINIUM COMMUNITY (TRUMAN DRIVE), INC.,
a Maryland corporation
CONDOMINIUM COMMUNITY (BOWIE NEW TOWN), INC.,
a Maryland corporation
CONDOMINIUM COMMUNITY (QUAIL RUN), INC.,
a Maryland corporation
CONDOMINIUM COMMUNITY (LARGO TOWN), INC.,
a Maryland corporation
WESTMINSTER HOMES (CHARLOTTE), INC.,
a North Carolina corporation
WESTMINSTER HOMES, INC.,
a North Carolina corporation
$15,000,000 REVOLVING ACQUISITION AND DEVELOPMENT LOAN
$3,000,000 LETTER OF CREDIT FACILITY
SECOND AMENDMENT
to
AMENDED AND RESTATED LOAN AGREEMENT
Dated as of January 11, 1994
with
FIRST UNION NATIONAL BANK OF MARYLAND
SECOND AMENDMENT TO
AMENDED AND RESTATED LOAN AGREEMENT
(hereinafter called the "Capital Area Loan Agreement"
SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT (this "Second
Amendment") dated as of February 1, 1996 between those entities comprising
Borrower ("Borrower") (as that term is defined in Section 1 of the Loan
Agreement) and FIRST UNION NATIONAL BANK OF MARYLAND (the "Bank"), in its own
right, and as successor in interest to FIRST AMERICAN BANK OF MARYLAND ("First
American"). [The Amended and Restated Loan Agreement, as amended from time to
time will be hereafter referred to as the "Capital Area Loan Agreement".]
WHEREAS, the Bank and Borrower entered into that certain Amended and
Restated Loan Agreement dated as of January 11, 1994 as amended from time to
time ("Loan Agreement") under the terms of which the Bank agreed to lend and the
Borrower agreed to borrow a certain Revolving Loan in the amount of Fifteen
Million Dollars ($15,000,000), to provide a Letter of Credit Facility in the
amount of up to Two Million Dollars ($2,000,000) and to borrow up to an
additional Four Million Dollars ($4,000,000) under the Term Loan, all under the
terms and conditions set forth in the Loan Agreement. [All capitalized terms not
defined herein are defined in the Loan Agreement.]
WHEREAS, the Loan Agreement was amended by a certain First Amendment
to Amended and Restated Loan Agreement dated as of December 15, 1994 ("First
Amendment").
WHEREAS, the Term Loan has been paid in full.
WHEREAS, the entities which comprise Borrower and the Bank desire to
amend the Loan Agreement.
NOW, THEREFORE, in consideration of the foregoing, the mutual promises
set forth herein, the execution and delivery by the entities which comprise
Borrower to the Bank of the Loan Documents (hereinafter defined), and the Bank's
acceptance thereof, and for other good and valuable consideration, the receipt
and adequacy of which are hereby acknowledged by all parties, the parties
hereto, intending to be legally bound hereby, agree as follows:
I. The recitals set forth herein above are hereby incorporated herein
by this reference with the same force and effect as if fully hereinafter set
forth.
II. Nothing in the provisions of the Capital Area Loan Agreement shall
be deemed in any way to affect the priority of the Maryland Deed of Trust the
Virginia Deed of Trust or the North Carolina Deed of Trust over any other lien,
charge, encumbrance, or conveyance, or to release or change the liability of any
person who
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is now or hereafter primarily or secondarily liable under or on account of the
Note given to secure the Loan.
III. The entities which comprise Borrower hereby represent, warrant and
agree that as of the date hereof, the Loan Agreement, as amended hereby (also
identified herein as the Capital Area Loan Agreement), is in full force and
effect, valid, binding and enforceable in accordance with its terms, and that
there exists no default by the Bank nor any defense to payment of amounts
payable--pursuant to the Capital Area Loan Agreement. Except as specifically
amended hereby, all terms of the Loan Agreement shall continue in full force and
effect.
IV. Neither the Loan Agreement nor this amendment, nor any predecessor.
agreement, nor anything contained herein nor therein shall be construed as a
substitution or novation of the indebtedness to the Bank owed by the entities
which comprise Borrower, which shall remain in full force and effect, as hereby
confirmed and amended.
V. In addition to any other costs for which Borrower may be liable
under the terms of the Loan Agreement, the entities which comprise Borrower
shall pay all costs and expenses incurred by the Bank in connection with the
execution and delivery of this First Amendment and the Loan Documents, including
without limitation, the reasonable fees and expenses of the Bank's counsel, the
costs of appraisals, surveys, title charges, transfer and recording costs or
taxes, and any mortgage or similar taxes.
VI. The terms and provisions of the Loan Agreement are hereby
amended as follows:
A. Definitions
The following definitions are substituted for the definitions for such terms
appearing in Section 1 of the Loan Agreement. The balance of the definitions in
Section 1 of the Loan Agreement are not changed:
"Borrower" shall mean WASHINGTON HOMES, INC., A MARYLAND
CORPORATION; WESTMINSTER HOMES, INC. (FORMERLY KNOWN AS WESTMINSTER HOMES OF
NORTH CAROLINA, INC.), A NORTH CAROLINA CORPORATION; THE SOUTHAMPTON
CORPORATION, A MARYLAND CORPORATION; WASHINGTON HOMES, INC. OF VIRGINIA, A
VIRGINIA CORPORATION; DESIGNED CONTRACTS, INC., A MARYLAND CORPORATION,
HOUSING-HOME SALES, INC., A MARYLAND CORPORATION, WH PROPERTIES LIMITED
PARTNERSHIP; POTOMAC KNOLLS A.l LIMITED PARTNERSHIP (for itself and as successor
by merger to Potomac Knolls A.2 Limited Partnership, Potomac Knolls B.5 Limited
Partnership, Potomac Knolls D.2 Limited Partnership, Potomac Knolls D.3 Limited
Partnership, Potomac Knolls D.5 Limited Partnership, Potomac Knolls E.2 Limited
Partnership, Potomac Knolls E.3 Limited Partnership, Potomac Knolls E.5 Limited
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Partnership; POTOMAC KNOLLS A.3 LIMITED PARTNERSHIP; POTOMAC KNOLLS B.1
LIMITED PARTNERSHIP; POTOMAC KNOLLS B.2 LIMITED PARTNERSHIP; POTOMAC KNOLLS B.3
LIMITED PARTNERSHIP; POTOMAC KNOLLS B.4 LIMITED PARTNERSHIP; POTOMAC KNOLLS
D.1 LIMITED PARTNERSHIP; POTOMAC KNOLLS D.4 LIMITED PARTNERSHIP; POTOMAC
KNOLLS E.1 LIMITED PARTNERSHIP; POTOMAC KNOLLS E.4 LIMITED PARTNERSHIP;
CONDOMINIUM COMMUNITY (PARK PLACE), INC., A MARYLAND CORPORATION; CONDOMINIUM
COMMUNITY (TRUMAN DRIVE), INC., A MARYLAND CORPORATION; CONDOMINIUM COMMUNITY
(BOWIE NEW TOWN), INC., A MARYLAND CORPORATION; CONDOMINIUM COMMUNITY (QUAIL
RUN), INC., A MARYLAND CORPORATION; CONDOMINIUM COMMUNITY (LARGO TOWN), INC., A
MARYLAND CORPORATION; AND WESTMINSTER HOMES (CHARLOTTE), INC., A NORTH CAROLINA
CORPORATION, and any entity which was a Borrower under the Loan Agreement before
this Amendment which entity remains in existence as of the date hereof, even if
not named herein.
"Revolving Loan Fee" shall mean, as to the Revolving Loan, one
and fifteen one hundredths percent (1.15%) of the maximum amount made available
by the Bank under such facility, payable on the date of execution of the
Amendment to Loan Agreement, and, if the Revolving Loan is extended beyond its
maturity date of October 31, 1997 and if the Revolving Loan Fee is not changed
by the Bank as a condition of such extension or extensions, one and fifteen one
hundredths percent (1.15%) of the maximum amount made available by the Bank
under such facility and on each bi-annual anniversary of that date, if the Bank
has extended the Revolving Loan for two years, or .575% of the maximum amount
made available by the Bank under such facility, if the Bank has extended the
Revolving Loan for only one year beyond the payment date."
"Westminster Loan" shall mean that certain $10,000,000 revolving
loan facility from the Bank to Borrower.
B. The Loans
2.01 Revolving Loan.
The following sections are substituted for sections 2.01 (b) and
2.01 (e) and Section 2.01 (f) (xiii) will be added. The balance of Section 2.01
is not changed:
"(b) Consolidated Note. The Revolving Loan shall be evidenced by
a promissory note made by the Borrower ("Consolidated Note"), substantially in
the form of Exhibit "E" hereto, payable to the order of the Bank and otherwise
duly completed and executed. The Consolidated Note has been modified and
restated to reflect new payment terms, but the parties agree that this
modification will not constitute a novation of the Consolidated Note."
"(e) Limitation on Advances.
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(4) The amounts outstanding under the Revolving Loan and the
Westminster Loan from time to time, in respect of Units that have not been
Pre-Sold, including advances made from time to time under such Loans, shall not
exceed, in the aggregate, $6,000,000.
C. Expenses. Etc. Section 9.03 of the Loan Agreement is
amended by adding the following language:
"Notwithstanding the forgoing so long as neither the Revolving
Loan or the Westminster Loan is in Default, Borrower shall not be required to
pay the legal fees incurred by the Bank in the routine administration of the
Loan including adding or releasing Collateral from the lien of a Deed of Trust
serving such Loans.
D. Pull Force and Effect. Except as expressly amended hereby, all
provisions of the Loan Agreement will remain in full force and effect in
accordance with their terms.
[Remainder of page intentionally blank.]
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IN WITNESS WHEREOF, the parties hereto have caused this Second
Amendment to Amended and Restated Loan Agreement to be duly executed,
acknowledged and delivered as of the day and year first above written.
ATTEST: WASHINGTON HOMES, INC.,
a Maryland corporation
/s/ THOMAS CONNELLY /s/ GEATON A. DECESARIS, JR.
- ---------------------------------- By ----------------------------------
Thomas Connelly Geaton A. DeCesaris, Jr.
Assistant Secretary President
[Corporate Seal]
ATTEST: WASHINGTON HOMES, INC., OF VIRGINIA,
a Virginia corporation
/s/ THOMAS CONNELLY /s/ GEATON A. DECESARIS, JR.
- ---------------------------------- By ----------------------------------
Thomas Connelly Geaton A. DeCesaris, Jr.
Secretary President
[Corporate Seal]
ATTEST: WESTMINSTER HOMES (CHARLOTTE), INC.,
a North Carolina corporation
/s/ THOMAS CONNELLY /s/ GEATON A. DECESARIS, JR.
- ---------------------------------- By ----------------------------------
Thomas Connelly Geaton A. DeCesaris, Jr.
Secretary President
[Corporate Seal]
ATTEST: WESTMINSTER HOMES, INC., (FORMERLY
WESTMINSTER HOMES OF NORTH CAROLINA,
INC.), a North Carolina corporation
/s/ THOMAS CONNELLY /s/ GEATON A. DECESARIS, JR.
- ---------------------------------- By ----------------------------------
Thomas Connelly Geaton A. DeCesaris, Jr.
Assistant Secretary President
[Corporate Seal]
[Signatures continue on following page.]
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ATTEST: THE SOUTHHAMPTON CORPORATION,
a Maryland corporation
/s/ THOMAS CONNELLY /s/ GEATON A. DECESARIS, JR.
- ---------------------------------- By ----------------------------------
Thomas Connelly Geaton A. DeCesaris, Jr.
Secretary President
[Corporate Seal]
ATTEST: DESIGNED CONTRACTS, INC.,
a Maryland corporation
/s/ THOMAS CONNELLY /s/ GEATON A. DECESARIS, JR.
- ---------------------------------- By ----------------------------------
Thomas Connelly Geaton A. DeCesaris, Jr.
Secretary President
[Corporate Seal]
ATTEST: HOUSING-HOME SALES, INC.,
a Maryland corporation
/s/ THOMAS CONNELLY /s/ GEATON A. DECESARIS, JR.
- ---------------------------------- By ----------------------------------
Thomas Connelly Geaton A. DeCesaris, Jr.
Secretary President
[Corporate Seal]
WH PROPERTIES LIMITED PARTNERSHIP
ATTEST: By: WH Properties, Inc., a Maryland
corporation, general partner
/s/ THOMAS CONNELLY /s/ GEATON A. DECESARIS, JR.
- ---------------------------------- By ----------------------------------
Thomas Connelly Geaton A. DeCesaris, Jr.
Secretary President
[Corporate Seal]
[Signatures continue on following page.]
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POTOMAC KNOLLS A.1 LIMITED PARTNERSHIP
ATTEST: By: WH Properties, Inc., a Maryland
corporation, general partner
/s/ THOMAS CONNELLY /s/ GEATON A. DECESARIS, JR.
- ---------------------------------- By ----------------------------------
Thomas Connelly Geaton A. DeCesaris, Jr.
Secretary President
[Corporate Seal]
POTOMAC KNOLLS A.3 LIMITED PARTNERSHIP
ATTEST: By: WH Properties, Inc., a Maryland
corporation, general partner
/s/ THOMAS CONNELLY /s/ GEATON A. DECESARIS, JR.
- ---------------------------------- By ----------------------------------
Thomas Connelly Geaton A. DeCesaris, Jr.
Secretary President
[Corporate Seal]
POTOMAC KNOLLS B.1 LIMITED PARTNERSHIP
ATTEST: By: WH Properties, Inc., a Maryland
corporation, general partner
/s/ THOMAS CONNELLY /s/ GEATON A. DECESARIS, JR.
- ---------------------------------- By ----------------------------------
Thomas Connelly Geaton A. DeCesaris, Jr.
Secretary President
[Corporate Seal]
[Signatures continue on following page.]
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POTOMAC KNOLLS B.2 LIMITED PARTNERSHIP
ATTEST: By: WH Properties, Inc., a Maryland
corporation, general partner
/s/ THOMAS CONNELLY /s/ GEATON A. DECESARIS, JR.
- ---------------------------------- By ----------------------------------
Thomas Connelly Geaton A. DeCesaris, Jr.
Secretary President
[Corporate Seal]
POTOMAC KNOLLS B.3 LIMITED PARTNERSHIP
ATTEST: By: WH Properties, Inc., a Maryland
corporation, general partner
/s/ THOMAS CONNELLY /s/ GEATON A. DECESARIS, JR.
- ---------------------------------- By ----------------------------------
Thomas Connelly Geaton A. DeCesaris, Jr.
Secretary President
[Corporate Seal]
POTOMAC KNOLLS B.4 LIMITED PARTNERSHIP
ATTEST: By: WH Properties, Inc., a Maryland
corporation, general partner
/s/ THOMAS CONNELLY /s/ GEATON A. DECESARIS, JR.
- ---------------------------------- By ----------------------------------
Thomas Connelly Geaton A. DeCesaris, Jr.
Secretary President
[Corporate Seal]
POTOMAC KNOLLS D.1 LIMITED PARTNERSHIP
ATTEST: By: WH Properties, Inc., a Maryland
corporation, general partner
/s/ THOMAS CONNELLY /s/ GEATON A. DECESARIS, JR.
- ---------------------------------- By ----------------------------------
Thomas Connelly Geaton A. DeCesaris, Jr.
Secretary President
[Corporate Seal]
[Signatures continue on following page.]
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POTOMAC KNOLLS D.4 LIMITED PARTNERSHIP
ATTEST: By: WH Properties, Inc., a Maryland
corporation, general partner
/s/ THOMAS CONNELLY /s/ GEATON A. DECESARIS, JR.
- ---------------------------------- By ----------------------------------
Thomas Connelly Geaton A. DeCesaris, Jr.
Secretary President
[Corporate Seal]
POTOMAC KNOLLS E.1 LIMITED PARTNERSHIP
ATTEST: By: WH Properties, Inc., a Maryland
corporation, general partner
/s/ THOMAS CONNELLY /s/ GEATON A. DECESARIS, JR.
- ---------------------------------- By ----------------------------------
Thomas Connelly Geaton A. DeCesaris, Jr.
Secretary President
[Corporate Seal]
POTOMAC KNOLLS E.4 LIMITED PARTNERSHIP
ATTEST: By: WH Properties, Inc., a Maryland
corporation, general partner
/s/ THOMAS CONNELLY /s/ GEATON A. DECESARIS, JR.
- ---------------------------------- By ----------------------------------
Thomas Connelly Geaton A. DeCesaris, Jr.
Secretary President
[Corporate Seal]
CONDOMINIUM COMMUNITY (PARK PLACE), INC.
a Maryland corporation
ATTEST:
/s/ THOMAS CONNELLY /s/ GEATON A. DECESARIS, JR.
- ---------------------------------- By ----------------------------------
Thomas Connelly Geaton A. DeCesaris, Jr.
Secretary President
[Corporate Seal]
[Signatures continue on following page.]
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CONDOMINIUM COMMUNITY (TRUMAN DRIVE),
INC., a Maryland corporation
ATTEST:
/s/ THOMAS CONNELLY /s/ GEATON A. DECESARIS, JR.
- ---------------------------------- By ----------------------------------
Thomas Connelly Geaton A. DeCesaris, Jr.
Secretary President
[Corporate Seal]
CONDOMINIUM COMMUNITY (BOWIE NEW TOWN),
INC., a Maryland corporation
ATTEST:
/s/ THOMAS CONNELLY /s/ GEATON A. DECESARIS, JR.
- ---------------------------------- By ----------------------------------
Thomas Connelly Geaton A. DeCesaris, Jr.
Secretary President
[Corporate Seal]
CONDOMINIUM COMMUNITY (QUAIL RUN), INC.
a Maryland corporation
ATTEST:
/s/ THOMAS CONNELLY /s/ GEATON A. DECESARIS, JR.
- ---------------------------------- By ----------------------------------
Thomas Connelly Geaton A. DeCesaris, Jr.
Secretary President
[Corporate Seal]
CONDOMINIUM COMMUNITY (LARGO TOWN), INC.
a Maryland corporation
ATTEST:
/s/ THOMAS CONNELLY /s/ GEATON A. DECESARIS, JR.
- ---------------------------------- By ----------------------------------
Thomas Connelly Geaton A. DeCesaris, Jr.
Secretary President
[Corporate Seal]
[Signatures continue on following page.]
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FIRST UNION NATIONAL BANK OF MARYLAND
/s/ RONALD J. SANDERS
By -------------------------------
Name RONALD J. SANDERS
Title Vice President
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