ex10-6.htm


    Exhibit
10.6

     

    

     

    
      FOURTH
AGREEMENT TO MODIFY LOAN DOCUMENTS

      


      THIS FOURTH AGREEMENT TO MODIFY LOAN DOCUMENTS (“Agreement”) is entered into as
of May 11, 2009, by and among WILSON FAMILY COMMUNITIES, INC., a Delaware
corporation (“Borrower”), RBC BANK (USA),
formerly known as RBC CENTURA BANK, a North Carolina banking corporation
(individually, as a “Lender” and as “Agent” for all “Lenders” [as defined below]),
and INTERNATIONAL BANK OF COMMERCE, LAREDO, TEXAS, a Texas state banking
association (individually, as a “Lender” and collectively, with
RBC BANK, and FEDERAL DEPOSIT INSURANCE CORPORATION, receiver for FRANKLIN BANK
SSB, a Texas state savings bank, “Lenders”).  Borrower,
Agent, and Lenders, for and in consideration of the recitals and mutual promises
contained herein, confirm and agree as follows:

      


      RECITALS

      


      A.           Agent,
Lenders and Borrower previously entered into that certain Borrowing Base Loan
Agreement (Syndicated Revolving Line of Credit) dated as of June 29, 2007 (as
the same has been amended, modified, extended, increased, restated, and renewed,
from time to time, “Loan
Agreement”), whereby Lenders previously extended to Borrower a master
line of credit in the current principal sum of Thirty Million Dollars
($30,000,000.00) (as the same has been amended, modified, extended, increased,
restated, and renewed, from time to time, “Master Line”).

       

      B.           The
Master Line is evidenced by that certain Promissory Note (RBC Bank) in the
current principal sum of Ten Million Dollars ($10,000,000.00) (as the same has
been amended, modified, extended, increased, restated, and renewed, from time to
time, “RBC Note”), that
certain Promissory Note (International Bank of Commerce, Laredo, Texas) in the
current principal sum of Ten Million Dollars ($10,000,000.00) (as the same has
been amended, modified, extended, increased, restated, and renewed, from time to
time, “IBC Note”), and
that certain Promissory Note (Franklin Bank SSB) in the current principal sum of
Ten Million Dollars ($10,000,000.00) (as the same has been amended, modified,
extended, increased, restated, and renewed, from time to time, “Franklin Bank Note,” and
collectively with RBC Note and IBC Note, “Note”) all dated June 29,
2007.

       

      C.           The
Note is secured by, among other things, multiple security instruments referred
to in the singular as the “Deed
of Trust” for each and every “Approved Subdivision” (both as
defined in the Loan Agreement) financed with the proceeds of the
Loan.

      


      D.           All
of the documents evidencing or relating to the Master Line, including this
Agreement, and any other modification agreements or amendments that have been or
will be executed in connection with the Master Line, collectively shall be
referred to as the “Loan
Documents.”  All capitalized terms not specifically defined
herein shall have the meanings given to such terms in the Loan
Agreement.

       

      E.           Borrower
has requested that Lenders modify the Master Line as specifically set forth
herein.

      


      F.           Agent
and Lenders are willing to consent to the modifications to the Loan Documents
set forth herein, subject to the conditions set forth below.  The date
on which all conditions set forth herein have been satisfied shall be referred
to as the “Modification Closing
Date.”

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      AGREEMENT

      


      NOW,
THEREFORE, in consideration of the foregoing premises and other valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:

      


      1.           Recitals.
The preamble, recitals and any exhibits hereto are hereby incorporated into this
Agreement.

      


      2.           Decrease
in the Amount of the Master Line. From and after the Modification Closing
Date, the maximum amount of the Master Line, the “Commitment Amount” and/or the
“Borrowing Availability”
(both as defined in the Loan Agreement) is decreased from the current amount of
Thirty Million Dollars ($30,000,000.00) to the new Commitment Amount of Ten
Million Eight Hundred Forty-Six Thousand One Hundred Sixty-Three Dollars
($10,846,163.00) (“New
Commitment Amount”).  Notwithstanding anything in the Loan
Agreement or Loan Documents to the contrary, from and after the date hereof, the
Master Line shall cease to be a revolving line of credit and any amounts
permitted to be drawn under the Loan Agreement which are drawn and repaid may
not be re-borrowed under any circumstances.

      


      2.1         Modification
of Commitment Amounts.  All references in the Loan Documents to
the maximum amount of the Master Line, the Commitment Amount and/or Borrowing
Availability shall be revised to refer to the New Commitment Amount set forth
herein.  Lenders’ respective “Commitments” and “Commitment Percentage” (both
as defined in the Loan Agreement) as a result of the reduction in the Master
Line are as follows:

      


      
        
          
            
              
                
                  
                    
                      
                        	Lender	New
      Commitment Percentage	New
      Commitment
	
                                RBC
      Bank

                              	
                                33.333%

                              	
                                $3,615,387.67

                              
	
                                International
      Bank of Commerce, Laredo, Texas

                              	
                                33.333%

                              	
                                $3,615,387.67

                              
	
                                Federal
      Deposit Insurance Corporation, Receiver for

                                Franklin
      Bank SSB

                              	
                                33.333%

                              	
                                $3,615,387.66

                              
	
                                Total

                              	
                                100%

                              	
                                $10,846,163.00

                              


                      

                    

                  

                

              

            

          

        

      

      


      2.2           Decrease
in the Amount of the Note.  As a result of the decrease in the
maximum amount of the Master Line and the Commitment Amount, (i) the face amount
of the RBC Note shall be decreased from the current amount of Ten Million
Dollars ($10,000,000.00) to Three Million Six Hundred Fifteen Thousand Three
Hundred Eighty-Seven and 67/100 Dollars ($3,615,387.67); (ii) the face amount of
the IBC Note shall be decreased from the current amount of Ten Million Dollars
($10,000,000.00) to Three Million Six Hundred Fifteen Thousand Three Hundred
Eighty-Seven and 67/100 Dollars (3,615,387.67); and (iii) the face amount of the
Franklin Bank Note shall be decreased from the current amount of Ten Million
Dollars ($10,000,000.00) to Three Million Six Hundred Fifteen Thousand Three
Hundred Eighty-Seven and 66/100 Dollars ($3,615,387.66).  All
references in the Loan Documents to the aggregate face amount of the Note shall
be revised to refer to the New Commitment Amount set forth herein.

      


      3.           Extension
of the Master Line Maturity Date.  From and after the
Modification Closing Date, the Master Line Maturity Date is extended from the
current date of June 29, 2010, to the new Master Line Maturity Date of March 31,
2011 (“New Master Line Maturity
Date”).  All references in the Loan Documents to the Master
Line Maturity Date shall be revised to refer to the New Master Line Maturity
Date set forth herein.

      


      4.           Modification
of Interest Rate.  From and after the Modification Closing
Date, Section 2 of the Note is deleted in its entirety and replaced by the
following:

      


      “2.           INTEREST
RATE. The term
"Applicable Interest
Rate" shall mean a per annum interest rate (the "Contract Rate") that shall
from month to month be equal to the lesser of (i) the "Highest Lawful Rate" (as
defined in the Deed of Trust) or (ii) an adjustable rate calculated each
month as the sum of:

       

      (a) Three and
one-half percent (3.50%) per annum (the "Adjustable Interest Rate
Spread"), plus

       

      (b) the
London Interbank Offered Rate for one month ("30-Day LIBOR") ("Index Rate") listed in The Wall Street Journal
published on the first "Business Day" (as defined in
the Loan Agreement) in each month; provided, however, notwithstanding anything
contained herein, the Applicable Interest Rate shall not at any time be less
than six percent (6.0%) (“Floor
Rate”).

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      2.1           Interest
Rate Adjustments.  The determination
by Lender of the Index Rate shall be binding upon Borrower  absent
manifest error on the part of Lender in so determining that rate.  The
Index Rate used in calculating the first monthly interest payment on the Loan
shall be based on the Index Rate listed in The Wall Street Journal published on
the first business day of the calendar month during which the “Modification Closing Date” (as
defined in that certain Fourth Agreement to Modify Loan Documents executed by
Borrower, Agent and Lenders) occurs.  Subject to the limitations of
subparagraphs (a) and (b) of the preceding paragraph, the Applicable Interest
Rate shall be adjusted as of the first day of each calendar month thereafter
during the term of the Loan ("Interest Rate Adjustment
Dates"), and the Index Rate listed in The Wall Street Journal published
on the first Business Day in each calendar month shall be used to determine the
Applicable Interest Rate for that calendar month.

       

      2.2           Replacement
Rate.  If The Wall
Street Journal ceases to publish or display the Index Rate, Lender shall select
a comparable publication or service to determine the Index Rate and shall
provide notice thereof to Borrower.  If Lender at any time determines,
in the sole but reasonable exercise of its discretion, that it has miscalculated
the amount of the monthly payment of interest (whether because of a
miscalculation of the Applicable Interest Rate for any Tranche or otherwise),
Lender shall give notice to Borrower of the corrected amount of such monthly
payment (and the corrected Index Rate, if applicable) and if the corrected
amount of such monthly payment represents an increase thereof, then Borrower
shall, within ten (10) calendar days thereafter, pay to Lender any sums that
Borrower would have otherwise been obligated to pay to Lender had the amount of
such monthly payment not been miscalculated, or if the corrected amount of such
monthly payment represents a decrease thereof and Borrower is not otherwise in
default under any of the terms and provisions of this Note or the other "Loan Documents" (hereinafter
defined), then Borrower shall within ten (10) calendar days thereafter receive a
credit against the Loan in an amount equal to the sums that Borrower would not
have otherwise been obligated to pay to Lender had the amount of such monthly
payment not been miscalculated.

       

      2.3           Interest
Charged.  Interest on the
principal sum of this Note shall be calculated on the basis of the actual number
of days elapsed in the applicable calendar month multiplied by a daily rate
based upon a 360–day year, and in any event interest calculated with reference
to the maximum rate permitted by applicable law shall be calculated by
multiplying the actual number of days elapsed in such period by a daily rate
based on a year of 365/366 days (as applicable).”

       

      


      5.           Modification
of Financial Covenants.  Section 5.2 of Exhibit “C” to the Loan
Agreement shall be deleted in its entirety and shall be replaced with the
following:

      


      “5.2           Financial
Covenants.  Financial
covenants described in this Section 5.2, together with all other financial
covenants and restrictions set forth in this Agreement shall be monitored on a
quarterly basis by Agent:

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    covenant
      party

                                  	covenant
      type	covenant
      requirement
	
                                    1.  Borrower

                                  	
                                    Minimum
      Net Worth

                                  	
                                    Not
      less than $7,000,000.00  (which amount shall be reduced to an
      amount not less than $5,000,000.00 upon the sale and close of escrow of
      any land owned by Borrower which causes Borrower to be in violation of the
      $7,000,000.00 Minimum Net Worth covenant)

                                  
	
                                    2.  Borrower

                                  	
                                    Maximum
      Debt–to–Equity Ratio

                                  	
                                    Not
      more than 3.00:1.00

                                  
	
                                    3. 
      Borrower

                                  	
                                    Working
      Capital

                                  	
                                    Not
      less than $5,000,000.00

                                  
	
                                    4. 
      Borrower

                                  	
                                    Minimum
      Liquidity

                                  	
                                    Not
      less than $500,000.00

                                  
	
                                    5.  Borrower

                                  	
                                    Asset
      Covenants

                                  	
                                    As
      set forth in Section 7 of the Additional Terms
  Schedule”

                                  


                          

                        

                      

                    

                  

                

              

            

          

        

      

      


      6.           Minimum Liquidity.  Borrower
shall not permit (at any time) its “Liquidity” to be less than
Five Hundred Thousand Dollars ($500,000.00).  "Liquidity" shall mean, with
respect to any Person at any time, the amount of said Person’s unencumbered cash
and unencumbered cash equivalents, deposits and marketable securities, all as
determined in accordance with GAAP.

      


      7.           Use of
Sale Proceeds.  Borrower shall not use the proceeds from the
sale of any “Lot” or
“Home” (both as defined
in the Loan Agreement) in the Project for any reason other than its business
operations, as approved by Agent in its reasonable discretion.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      8.           Waiver of Inventory
Covenants.

      


      8.1           Waiver of
Spec Home Limitation.  Borrower is currently
not in compliance with the Spec Home limitation as set forth in Section 1.3(a)
of Exhibit “C” to the Loan Agreement (“Spec Home Limitation
Violation”).  Borrower has requested and Agent and Lenders have
agreed to waive the Event of Default caused by the Spec Home Limitation
Violation until  March 31, 2011 (“Inventory Waiver Period”),
provided no additional defaults under the Loan occur between the date hereof
and  the expiration of the Inventory Waiver Period.

      


      8.2           Waiver of
Developed Lot Limitation.  Section 1.1 of Exhibit “C” to the
Loan Agreement requires that not more than twenty percent (20%) of the “Eligible Property” owned by
Borrower shall consist of “Developed Lots” (both as
defined in the Loan Agreement) (“Developed Lot Limitation”).
Borrower is currently not in compliance with the Developed Lot Limitation
(“Developed Lot Limitation
Violation”).  Borrower has requested and Agent and Lenders have
agreed to waive the Event of Default caused by the Developed Lot Limitation
Violation until the expiration of the Inventory Waiver Period, provided no
additional defaults under the Loan occur between the date hereof and the
expiration of the Inventory Waiver Period.

      


      8.3           Waiver of
Asset Covenant.   Section 7.3 of Exhibit “C” to the Loan
Agreement requires that the total “Land”, “Lots Under Development” (both
as defined in the Loan Agreement) and Developed Lots combined shall not exceed
seventy percent (70%) of the tangible assets of Borrower (“Asset Covenant”). Borrower is
currently not in compliance with the Asset Covenant (“Asset Covenant Violation”).
Borrower has requested and Agent and Lenders have agreed to waive the Event of
Default caused by the Asset Covenant Violation until the expiration of the
Inventory Waiver Period, provided no additional defaults under the Loan occur
between the date hereof and the expiration of the Inventory Waiver
Period.

      


      8.4           Advancement
of Loan Funds During Inventory Waiver Period.  Notwithstanding
the Spec Home Limitation Violation, Developed Lot Limitation Violation and/or
Asset Covenant Violation or any provision in the Loan Documents to the contrary,
during the Inventory Waiver Period, Lender shall continue to “Advance” (as defined in the
Loan Agreement) Loan funds to Borrower pursuant to the terms and conditions of
the Loan Agreement (excepting any condition which is not satisfied due solely to
the existence of the Spec Home Limitation Violation, Developed Lot Limitation
Violation and/or Asset Covenant Violation), provided no additional defaults
exist under the Loan Documents during the Inventory Waiver
Period.  Furthermore the amount available to be advanced will be
determined without regard to the Spec Home Limitation Violation, Developed Lot
Limitation Violation and/or Asset Covenant Violation.

      


      8.5           Waiver of
Entitled Land and Pods Limitation.  Section 1.1 of Exhibit “C”
to the Loan Agreement requires that not more than fifteen percent (15%) of the
Eligible Property owned by Borrower shall consist in the aggregate of “Entitled Land” or “Pods” (both
as defined in the Loan Agreement) (“Entitled Land and Pods Limitation”).  Borrower
has requested and Agent and Lenders have agreed to waive Borrower’s obligation
to comply with the Entitled Land and Pods Limitation.

      


      8.6           Waiver of
Entitled Land, Pods, Lots Under Development and Developed Lots
Limitation.  Section 1.1 of Exhibit “C” to the Loan Agreement
requires that not more than fifty-five percent (55%) of the Eligible Property
owned by Borrower shall consist in the aggregate of Entitled Land, Pods,
Developed Lots and/or Lots Under Development (“Entitled Land, Pods, Developed Lots
and/or Lots Under Development Limitation”).  Borrower
has requested and Agent and Lenders have agreed to waive Borrower’s obligation
to comply with the Entitled Land, Pods, Developed Lots and/or Lots Under
Development Limitation.

      


      8.7           Waiver of
Entitled Land, Pods, Lots Under Development, Developed Lots and Spec Homes
Limitation.  Section 1.1 of Exhibit “C” to the Loan Agreement
requires that not more than sixty percent (60%) of the Eligible Property owned
by Borrower shall consist in the aggregate of Entitled Land, Pods, Developed
Lots, Lots Under Development and/or Spec Homes (“Entitled Land, Pods, Developed Lots,
Lots Under Development and/or Spec Homes Limitation”).  Borrower
has requested and Agent and Lenders have agreed to waive Borrower’s obligation
to comply with the Entitled Land, Pods, Developed Lots, Lots Under Development
and/or Spec Homes Limitation.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      9.           Principal
Reduction Payments.  Borrower shall pay to Lender such sums as
may be necessary to reduce the principal amount due under the Master Line by the
following amounts and on or prior to the following due dates (i.e., the following principal
reduction payments shall be cumulative):

      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        	Required
      Reduction of Principal Amount Under Master Line
      (Cumulative): 	 	 	  Outstanding
      Principal Balance 
Due under Master Line 	 	 


                                                Due
      Date:

                                              
	$	44,958.001	 	 	$	10,728,479.00	 	
                                                June
      30, 2009

                                              
	$	3,497,224.00	 	 	$	9,075,116.00	 	
                                                September
      30, 2009

                                              
	$	4,193,850.00	 	 	$	8,378,489.00	 	
                                                December
      31, 2009

                                              
	$	4,890,476.00	 	 	$	7,681,863.00	 	
                                                March
      31, 2010

                                              
	$	5,489,789.00	 	 	$	7,082,550.00	 	
                                                June
      30, 2010

                                              
	$	6,097,989.00	 	 	$	6,474,350.00	 	
                                                September
      30, 2010

                                              
	$	6,604,189.00	 	 	$	5,968,149	 	
                                                December
      31, 2010

                                              
	
                                                Master
      Line due in full

                                              	 	 	$	0.00	 	
                                                March
      31, 2011 (i.e,
      Maturity
Date)

                                              


                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      


      9.1           Notwithstanding
the foregoing, Borrower shall have a one-time right to defer the requirement to
reduce the principal due under the Master Line on a due date until the following
due date upon written notice thereof to Agent, which notice must be delivered to
Agent no later than ten (10) days prior to the due date of such principal
reduction.  For
example, if Borrower elects to defer the requirement to reduce the
principal due under the Master Line for the June 30, 2009 due date, then the
requirement to reduce the principal due under the Master Line by the sum of
$44,958.00 shall be satisfied on or prior to the following due date of September
30, 2009, and thereafter, the requirements to reduce the principal under the
Master Line would be as follows:

      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	
                                            EXAMPLE
      ONLY

                                            Required
      Reduction of Principal Amount Under Master Line
    (Cumulative):

                                          	 	EXAMPLE
      ONLY 

                                            Due
      Date:

                                          
	
                                            Deferred

                                          	 	
                                            June
      30, 2009

                                          
	$	44,958.00	 	
                                            September
      30, 2009

                                          
	$	3,497,224.00	 	
                                            December
      31, 2009

                                          
	$	4,193,850.00	 	
                                            March
      31, 2010

                                          
	$	4,890,476.00	 	
                                            June
      30, 2010

                                          
	$	5,489,789.00	 	
                                            September
      30, 2010

                                          
	$	6,097,989.00	 	
                                            December
      31, 2010

                                          
	
                                            Master
      Line due in full

                                          	 	
                                            March
      31, 2011 (i.e.,
      Maturity
Date)

                                          


                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      


      


      9.2           Upon
payment of each principal reduction payment, the maximum amount of the Master
Line, the Commitment Amount and the Borrowing Availability shall be reduced by
the amount of each such principal reduction payment on and after the date such
payment is received by Agent and Lenders.

       

      9.3           Notwithstanding
anything in the Loan Documents, under no circumstances may any Master Line funds
be used to satisfy any of the principal reduction payments required under this
Section 9.

      


      9.4           Notwithstanding
anything in the Loan Documents, Borrower’s failure to timely make when due any
of the principal reduction payments required under this Section 9 shall
constitute an “Event of
Default” (as defined in the Loan Agreement) under the Loan
Documents.

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      10.           Conditions
Precedent.  In no event shall Agent have any obligation to
close this transaction unless and until all of the following conditions are
satisfied:

      


      10.1           No
Defaults.  Other than in connection with the Spec Home
Limitation Violation, Developed Lot Limitation Violation and/or Asset Covenant
Violation, there shall be no: (a) uncured Event of Default under the Master Line
or under any of the Loan Documents, (b) continuing representation, covenant or
warranty hereunder or under the Loan Documents that is false or misleading in
any material manner, and (c) event currently existing which, with the passage of
time or the giving of notice or both, will result in an Event of Default or the
falsity of any continuing representation, covenant or warranty hereunder or
under the Loan Documents.

      


      10.2           No
Financial Change.  Except as disclosed in its annual report on
Form 10-K for the fiscal year ended December 31, 2008, and its Form 10-Q for the
quarter ended March 31, 2009, or as otherwise disclosed to Lender in writing,
there has been no material adverse change in the financial condition of Borrower
or any Borrower Party since the closing of the Master Line.

      


      10.3           Payment
Of Lender’s Costs.  Borrower pays to Agent the applicable
Commitment Fee and all of Agent’s costs and expenses incurred in connection with
the documentation and closing of the modifications to the Loan Documents
described herein for which an invoice has been or will be presented, including
without limitation all attorneys’ fees, title costs, recording charges and other
closing fees and costs.

      


      10.4           Additional
Documents.  Agent has received all additional documents
executed by Borrower as required by Agent in connection with this
Agreement.


       

      10.5           Title
Endorsement.  At Borrower’s sole cost and expense, issuance to
Lenders of any endorsement(s) to their lender’s title policies in form(s)
approved for issuance in the State of Texas as may be reasonably required by
Agent and in form satisfactory to Agent to insure the continued first lien
priority of the Deed of Trust, except as such exceptions as may be approved by
Agent in its sole discretion.

       

      


      11.           Representations
and Warranties.  Borrower hereby represents and warrants to
Lenders as follows:

      


      11.1           No
Default.  Other than in connection with the Spec Home
Limitation Violation, Developed Lot Limitation Violation and/or Asset Covenant
Violation, no Event of Default under any of the Loan Documents has occurred that
remains uncured, and no event has occurred which, with the giving of notice or
the passage of time, or both, would constitute an Event of Default under any of
the Loan Documents.

      


      11.2           Representations
and Warranties.  As of the date hereof, all of the
representations and warranties contained in all of the Loan Documents remain
true, correct, complete and accurate except to the extent such representations
and warranties would be affected by the Spec Home Limitation Violation,
Developed Lot Limitation Violation and/or Asset Covenant Violation.

      


      11.3           No New
Liens. Borrower has granted no liens or permitted any encumbrances upon
any “Project” or
security interests in any “Lot” or “Home” (all as defined in the
Loan Agreement) described in the Loan Documents, except for the liens and
security interests permitted under the Loan Agreement.

      


      11.4           No Claims
or Defenses.  As of the date hereof, neither Borrower nor any
Borrower Party has any claims against Agent or any Lender nor defenses to the
enforcement of any of the Loan Documents in accordance with their respective
terms, as amended by this Agreement.

      


      11.5           Satisfaction
of Conditions.  All of the conditions precedent set forth
herein have been fully satisfied.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      12.           Further
Assurances.  Borrower agrees to perform such other and further
acts, and to execute such additional documents, agreements, notices or financing
statements, as Agent reasonably deems necessary or desirable from time to time
to create, preserve, continue, perfect, validate or carry out any of Agent’s and
Lenders’ rights under this Agreement and the other Loan Documents.

      


      13.           Integration.  All
rights, remedies, powers and interest provided for Agent and Lenders herein are
in addition to the rights, remedies, powers and interests provided for Agent and
Lenders in the Loan Documents, the terms and provisions of which are
incorporated herein by this reference and made a part hereof.  If and
to the extent any term or provision hereof is inconsistent with any term or
provision of the Loan Documents, the term or provision of this Agreement shall
prevail.

      


      14.           Section
Headings.  The section headings of this Agreement are included
for convenience only, and shall not affect the construction or interpretation of
any provision of this Agreement.

      


      15.           Entire
Agreement; Amendments.  Except as expressly amended herein, the
Loan Agreement, the Note and all of the other Loan Documents remain unmodified
and in full force and effect.  This Agreement and all of the other
Loan Documents contain the entire agreement between Borrower, Agent and Lenders
with respect to the Master Line, and all prior negotiations, commitments,
understandings and agreements concerning any modification of the Master Line are
superseded by this Agreement and the Loan Documents.  No amendment,
modification, supplement, extension, termination or waiver of any provision of
this Agreement, any Loan Document, or any other agreement executed in connection
with any of the foregoing is effective unless in writing and signed by Agent,
Lenders and Borrower, and then only in the specific instance and for the
specific purpose given.

      


      16.           Governing
Law.  The Loan Documents shall be governed by, and construed
and enforced in accordance with, the internal laws of the State of Texas and the
applicable laws of the United States of America, without regard to its conflict
of laws principles.

      


      17.           Attorneys’
Fees.  If any action or other proceeding is brought to
interpret or enforce any provision of this Agreement, the prevailing party shall
be entitled to recover attorneys’ fees and expenses.

      


      18.           Binding
Effect.  This Agreement and the other Loan Documents shall be
binding upon, and shall inure to the benefit of, Borrower, Agent and Lenders and
their respective successors and assigns, or heirs and personal representatives,
as applicable, subject to any provision of the Loan Documents restricting
transfers of the Property.

      


      19.           Severability
of Provisions.  No provision of this Agreement or any other
Loan Document that is held to be inoperative, unenforceable and invalid shall
affect the remaining provisions, and this and all provisions of this Agreement
and the Loan Documents are hereby declared to be severable.

      


      20.           Miscellaneous.  No
reference to this Agreement is necessary in any instrument or document at any
time referring to the Loan Documents.  A reference to the Loan
Documents is deemed a reference to such document as modified
hereby.

      


      21.           No
Commitment.  The furnishing of this Agreement and other
modification documents shall in no way be construed as a commitment by Agent or
any Lender to modify, amend, extend or otherwise alter the Loan
Documents.  Neither Agent or any Lender is under an obligation to
close the transaction evidenced by this Agreement unless this Agreement and all
related documents are returned to Agent fully executed by Borrower, and unless
this Agreement is actually executed by Agent and Lenders and delivered to
Borrower.

      


      22.           Counterparts.  This
Agreement may be executed in any number of counterparts and by different parties
hereto on separate counterparts, each of which, when so executed and delivered
shall be an original, but all such counterparts shall together constitute one
and the same instrument.

      


      23.           Reaffirmation
of Loan Documents.  All of the terms and conditions contained
in the Note, the Loan Agreement, the Deed of Trust, all documents modifying the
Loan and all of the other Loan Documents, except as modified herein, are hereby
ratified, reaffirmed and republished.

       

      [Remainder
of Page Intentionally Left Blank]

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

        
        
          


          IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
set forth on the cover page of this Agreement.

           

          BORROWER

          


          WILSON
FAMILY COMMUNITIES, INC.,  a Delaware corporation

          


          


          
            By: /s/ Clark
Wilson                                                                   
      

             

          

          
            
            

          

          Name:
Clark
Wilson                                                                           

           

          Title: CEO/
President                                                                       


           

          


          


          [Signatures
continued on following page.]

           

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          AGENT

          


          RBC BANK
(USA), formerly known as RBC CENTURA BANK, a North Carolina banking
corporation

          
 

          


          


          By: /s/ Traniece Perterson                ,
Vice President

          


          


          LENDER

          


          RBC BANK
(USA), formerly known as RBC CENTURA BANK, a North Carolina banking
corporation

          


          


          By: /s/ Traniece Perterson               
 , Vice President

          


           

          LENDER:

          


          INTERNATIONAL
BANK OF COMMERCE, LAREDO, TEXAS, a Texas state banking association

          


          By: /s/
Chad
Wilson                       
its         
FVP                         


          


          


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          


          CONSENT
OF GUARANTORS

          


          THE
UNDERSIGNED GUARANTOR UNDER THAT CERTAIN AMENDED AND RESTATED CONTINUING
GUARANTY AGREEMENT DATED JUNE 23, 2008 AND INDEMNITOR UNDER THAT CERTAIN
ENVIRONMENTAL INDEMNITY DATED JUNE 5, 2008 AND THOSE CERTAIN AMENDED AND
RESTATED ENVIRONMENTAL INDEMNITIES BOTH DATED JUNE 23, 2008, HEREBY CONSENT TO
THE ABOVE AMENDMENTS, AND HEREBY REAFFIRM THEIR GUARANTIES, AS SO AMENDED, WHICH
GUARANTIES ARE OF BORROWER’S REPAYMENT OF CERTAIN OBLIGATIONS UNDER THE MASTER
LINE AND COMPLETION OF CERTAIN OBLIGATIONS UNDER THE LOAN DOCUMENTS AND WITH
RESPECT TO CERTAIN ENVIRONMENTAL MATTERS PERTAINING TO THE SUBJECT
PROPERTY.

          


          


          GREEN BUILDERS, INC., a Texas corporation,
formerly known as WILSON HOLDINGS INC., a Nevada corporation

          


          


          


          
            	
                     
      

                  	
                    By:

                  	/s/ Clark N.
      Wilson                          
      	 


          

          Clark N.
Wilson, its President