EX-4.(F) FIRST AMENDMENT TO CREDIT AGREEMENT



 





Exhibit 4(f)




FIRST AMENDMENT TO CREDIT AGREEMENT




          THIS FIRST AMENDMENT TO CREDIT AGREEMENT (“First Amendment”), dated as of the 25 day of May,
2006, by and among AVATAR PROPERTIES INC., a Florida corporation (“Borrower”), joined by AVATAR
HOLDINGS INC., a Delaware corporation (“Guarantor”), WACHOVIA CAPITAL MARKETS, LLC, as lead
arranger (“Arranger”), WACHOVIA BANK, NATIONAL ASSOCIATION, in its capacity as Lender and in its
capacity as administrative agent (“Agent”), GUARANTY BANK, in its capacity as Syndication Agent and
Lender, FRANKLIN BANK, SSB, a Texas Savings Bank, in its capacity as lender (each a “Lender” and
collectively with the Agent, the “Lenders”). This First Amendment shall become effective as of the
date hereof.




R E C I T A L S:




          WHEREAS, on September 20, 2005, Borrower and Guarantor entered into a credit agreement with
the Lenders, the Arranger and the other lenders from time to time party thereto, evidencing a
senior unsecured revolving credit facility which, as of the date of execution thereof, had a
maximum outstanding principal balance of $100,000,000 (the “Credit Agreement”), and which was
subsequently increased to a maximum outstanding principal balance of $125,000,000 pursuant to that
certain Commitment and Acceptance dated as of October 21, 2005; and




          WHEREAS, Borrower, Guarantor, Arranger and Lenders intend to enter into this First Amendment
to Credit Agreement in order to set forth modified terms and conditions of the Credit Agreement;




          NOW THEREFORE, in consideration of the sum of TEN DOLLARS ($10.00) and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, as well as the mutual
covenants herein contained, the parties hereto agree as follows:




          1. RECITALS. The above recitals are true and correct and are incorporated herein by
this reference.




          2. CAPITALIZED TERMS. Capitalized terms not defined herein shall have the meaning
ascribed to them in the Credit Agreement.




          3. REPRESENTATIONS; REAFFIRMATION. Borrower represents and warrants that, as of the
date hereof and after giving effect to this First Amendment: (a) no event or condition shall have
occurred and then be continuing which constitutes a Default or Event of Default; (b) the
representations and warranties contained in Article 4 of the Credit Agreement are true and correct
in all material respects (except to the extent any such representation or warranty is stated to
relate solely to an earlier date); and (c) Borrower has no offsets, defenses or counterclaims as to
the Facility extended by Lenders to Borrower, the Loan Documents or the indebtedness evidenced
thereby. Borrower hereby reaffirms as of the date hereof all affirmative covenants and negative
covenants contained in the Credit Agreement as if more fully set forth herein.




          4. AMENDMENTS.




          Notwithstanding anything contained to the contrary in the Credit Agreement, the following
terms and conditions shall apply:




               A. The words “on a quarterly basis” in the second line of Section 2.01(d) shall be deemed
deleted and replaced with the words “five (5) Business Days after receipt by Agent of the
Certificate of Compliance from Borrower,”.




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               B. The numerical amount of “$10,000,000” in the sixth line of Section 2.03(b) shall be deemed
deleted and replaced with the numerical amount of “$50,000,000”.




               C. The numerical amount of “$3,000,000” in the fourth line of Section 2.03(b)(i) shall be
deemed deleted and replaced with the numerical amount of “$50,000,000”.




          5. EFFECT OF FIRST AMENDMENT. Except as modified by this First Amendment, the
Agreement remains in full force and effect. In the event of any conflict between this First
Amendment and the Credit Agreement, the provisions and intent of this First Amendment shall
control.




          6. COUNTERPARTS. This First Amendment may be executed and delivered by one or more of
the parties hereto on any number of separate counterparts and all of such counterparts taken
together shall be deemed to constitute one and the same instrument.




          7. GOVERNING LAW. This First Amendment shall be governed by the laws of the
State of Florida.




          8. WAIVER OF JURY TRIAL.





     BORROWER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY AND ALL RIGHT IT MAY HAVE
TO A TRAIL BY JURY IN RESPECT OF ANY LITIGATION (INCLUDING, BUT NOT LIMITED TO, ANY CLAIMS,
CROSS-CLAIMS OR THIRD-PARTY CLAIMS) ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS FIRST
AMENDMENT TO CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED
HEREIN. BORROWER HEREBY CERTIFIES THAT NO REPRESENTATIVE OR AGENT OF THE LENDERS, NOR THE LENDERS’
COUNSEL, HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE LENDERS, OR THE AGENT ON BEHALF OF THE
LENDERS, WOULD NOT, IN THE EVENT OF SUCH LITIGATION, SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY
TRIAL PROVISION. BORROWER ACKNOWLEDGES THAT THE LENDERS HAVE BEEN INDUCED TO ENTER INTO THIS
AGREEMENT BY, INTER ALIA, THE PROVISIONS OF THIS PARAGRAPH.



[SIGNATURE PAGES TO FOLLOW]






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     IN WITNESS WHEREOF, the parties have duly executed this First Amendment to Credit Agreement
the day and year first above written.



BORROWER:




	 	 	 	 	 
	AVATAR PROPERTIES INC., a Florida corporation

 	 
	By:  	/s/ Dennis J. Getman
 	 
	 	Dennis J. Getman 	 
	 	Executive Vice President 	 
	 



JOINED IN BY GUARANTOR:
 

AVATAR HOLDINGS INC., a Delaware corporation




	 	 	 	 	 
	 	 
	By:  	/s/ Dennis J. Getman
 	 
	 	Dennis J. Getman 	 
	 	Executive Vice President 	 
	 



AGENT:

WACHOVIA BANK, NATIONAL ASSOCIATION




	 	 	 	 	 
	 	 
	BY:	 	        /s/ James D. Davis
 	 
	NAME:      James D. Davis 	 
	TITLE:     Vice President 	 
	 



LEAD ARRANGER:

WACHOVIA CAPITAL MARKETS, LLC




	 	 	 	 	 
	 	 	 
	BY: 	 	        /s/ Darrell Perry
 	 
	NAME: 	 	       Darrell Perry 	 
	TITLE: 	 	        Vice President 	 
	 



SYNDICATION AGENT:

GUARANTY BANK




	 	 	 	 	 
	 	 	 
	BY: 	 	       /s/ Atila Ali
 	 
	NAME: 	 	       Atila Ali 	 
	TITLE: 	 	      Vice President 	 



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LENDERS:




WACHOVIA BANK, NATIONAL ASSOCIATION




	 	 	 	 	 
	 	 	 
	BY: 	 	        /s/ James D. Davis
 	 
	NAME: 	 	      James D. Davis 	 
	TITLE: 	 	     Vice President 	 
	 



GUARANTY BANK




	 	 	 	 	 
	 	 	 
	BY: 	 	         /s/ Atila Ali
 	 
	NAME: 	 	       Atila Ali 	 
	TITLE: 	 	      Vice President 	 
	 



FRANKLIN BANK, SSB, a Texas Savings Bank




	 	 	 	 	 
	 	 	 
	BY: 	 	        /s/ Mark Mahoney
 	 
	NAME: 	 	      Mark Mahoney 	 
	TITLE: 	 	     Vice President 	 
	 




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