Exhibit 10.2
FIRST AMENDMENT TO AMENDED AND
RESTATED LOAN
AGREEMENT AND OTHER LOAN
DOCUMENTS
THIS FIRST AMENDMENT TO AMENDED AND
RESTATED LOAN AGREEMENT AND OTHER LOAN DOCUMENTS (this
“Amendment”) dated as of August 17, 2006 is
entered into by and between WILLIAM LYON HOMES, INC., a California
corporation, (the “Borrower”) and RFC CONSTRUCTION
FUNDING CORP., a Delaware corporation (the
“Lender”).
RECITALS
A. The Borrower and Lender entered
into that certain Amended and Restated Loan Agreement dated as of
September 17, 2004 (as amended from time to time, the
“Loan Agreement”), pursuant to which Lender made a
revolving loan to Borrower (the “Loan”) to finance
various acquisition, development and construction projects.
Capitalized terms used in this Amendment and not otherwise defined
shall have the meanings given those terms in the Loan
Agreement.
B. The Borrower has requested that
the Lender amend the Loan Agreement to (i) extend the Maturity
Date and the Approval Period Termination Date, and (ii) make
certain other changes to the Loan Agreement.
C. The Lender is willing to grant
the Borrower’s requests pursuant to the terms of this
Amendment.
AGREEMENT
NOW, THEREFORE, in consideration of
the foregoing Recitals and the covenants and conditions,
representations and warranties contained herein, the parties hereto
agree as follows:
Section 1 Amendment to Loan
Agreement and Note
(a) The term “Maturity
Date” as defined in Section 1.1 of the Loan
Agreement is hereby amended to read as follows:
“ Maturity Date
” shall mean the first to occur of
(i) September 24, 2010 (as such date may be extended in
writing by the Lender and the Borrower from time to time), or
(ii) the date on which the Loan is required to be repaid
pursuant to Section 8.2 .
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2006-00287
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1
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Execution Version
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First Amendment to Amended and Restated Loan
Agreement
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William Lyon Homes
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(b) The term “Approval Period
Termination Date” as defined in Section 1.1 of
the Loan Agreement is hereby amended to read as follows:
“ Approval Period
Termination Date ” shall mean September 24, 2008, as such date
may be extended pursuant to the terms of Section 2.11
.
(c) Section 3 of the
Revolving Promissory Note (the “Note”) dated
September 17, 2004 between Borrower as Maker and Lender as
Holder, is hereby amended to read as follows:
The unpaid principal balance hereof,
together with all unpaid interest accrued thereon, and all other
amounts payable by Maker under the terms of the Loan Documents
shall be due and payable on the first to occur of
(i) September 24, 2010 (as such date may be extended in
writing by Maker and Holder from time to time), or (ii) the
date on which this Note is required to be repaid pursuant to
Section 8.2 of the Loan Agreement (the “Maturity
Date”). If the Maturity Date should fall on a day other than
a Business Day, payment of the outstanding principal and all unpaid
interest due under the terms hereof shall be made on the next
succeeding Business Day and such extension of time shall be
included in computing any interest in respect of such
payment.
Section 2 Amendment to
Financial Covenants
Section 5.4(a) of the Loan
Agreement is hereby deleted and replaced with the
following:
Tangible Net Worth
. The Guarantor and its Subsidiaries
(including the Borrower) shall maintain at all times a Tangible Net
Worth equal to or in excess of th
