exhibitc.htm


    Exhibit
10.44

     

    


    AMENDMENT TO AGREEMENT FOR
PURCHASE AND SALE

     

    


    This Amendment to Agreement for
Purchase and Sale (the “Amendment”) is made and
entered into by and between M/I
HOMES OF WEST PALM BEACH, LLC, a Florida limited liability company
(“Seller”) and KLP EAST LLC, a Florida
limited liability company (“Purchaser”).

    


    BACKGROUND

    


    Seller and Purchaser entered into that
certain Agreement for Purchase and Sale dated December 21, 2007 (the “Agreement”).  Seller
and Purchaser have agreed to amend the terms and provisions of the Agreement as
more particularly set forth herein.

    


    AGREEMENT

    


    1. The above
recitals are true and correct and are incorporated herein by
reference.  Capitalized terms which are not defined in this Amendment
shall have the same meaning as defined in the Agreement.

     

    2. Pursuant
to Paragraph 1.2 of the Agreement, subsequent to the Effective Date of this
Agreement, Purchaser entered into contracts to sell two (2) of the Models and
Spec Homes.  The sold Models and Spec Homes are as follows: lot 67 of
the Oaks and lot 89, block 1 of Paloma.  Such sold Models and Spec
Homes are being deleted from the Schedule of Model Homes and  Spec
Homes as described in this Amendment. Seller and Purchaser agree that the
Purchase Price attributable to such sold Models and Spec Homes shall be reduced
as follows:

     

    Model and
Spec
Homes                                                                                                           Agreed
Price Reduction

     

    Lot 67 –
the
Oaks                                                                                                                     $275,811.00

     

    Lot 89,
block 1 –
Paloma                                                                                                                     $433,721.00

     

    The agreed allocations attached to the
Agreement as Exhibit
“B” is replaced in its entirety and revised Exhibit
“B” is hereby attached hereto.

     

    3. The
Schedule of Agreed Values attached to the Agreement as Exhibit
“C”, is replaced in its entirety and revised Exhibit
“C” is hereby attached hereto.

     

    4. Paragraph
6.3 of the Agreement is modified as follows.  Seller acknowledges that
in connection with the traffic signalization, Seller shall deliver a letter of
credit to the City of Palm Beach Gardens (“City”) in the amount of
$748,000.00 within the time frames required by the City, which is required for
the Seller’s obligations for the installation of traffic signalization plus ten
(10) years of traffic studies.  In addition, Seller shall deliver a
letter of credit in the amount of $172,000.00 to the City as required by the
City for the installation of a pedestrian lighting.   Further, as
required by the Development Approvals for Paloma, Seller shall remain
responsible for maintaining its payment and performance bonds and/or letters of
credit through the time period for maintenance of the Improvements as required
by the City.  Once the Improvements in Paloma have been accepted by
the City  and all other governmental agencies, Seller shall execute an
assignment of such Development Approvals to Purchaser as provided in Paragraph
6.2 of the Agreement, but Seller shall remain responsible for the installation
of and cost of surety related to the traffic signalization and pedestrian
lighting.

     

    5. The
Escrow Agreement attached to the Agreement as Exhibit
“H” is replaced in its entirety and revised Exhibit
“H” is hereby attached hereto.

     

    6. Paragraph
8.1 of the Agreement is modified as follows.  The Schedule of Model
Homes and Spec Homes which was attached as Exhibit
“I” to the Agreement, is hereby replaced in its entirety with the revised
Schedule of Model Homes and Spec Homes attached hereto as Exhibit
“I”.

     

    7. Paragraph
8.2 of the Agreement is modified as follows.  The Schedule of
Incomplete Model Homes and Spec Homes which was attached as Exhibit
“J” to the Agreement, is hereby replaced in its entirety with the revised
Schedule of Incomplete Model Homes and Spec Homes attached hereto as Exhibit
“J”.

     

    8. Paragraph
8.3 of the Agreement is modified as follows:  The Back
Log  Schedule which was attached as Exhibit
“K” to the Agreement, is hereby deleted in its entirety and replaced with
Exhibit
“K” attached hereto.  In the event that any of the Contract
Purchasers who contracted to purchase homes from Seller subsequent to the
Effective Date of the Agreement as described in Paragraph 2 hereof, cancel their
contracts, Purchaser shall purchase such designated Cancelled Homes from Seller,
upon completion, for the same price by which the Purchase Price was reduced, as
set forth in Paragraph 2 of this Amendment.  In addition, the purchase
price to be paid by Purchaser for each of the Cancelled Homes as described in
such Paragraph 8.3 shall be the Kolter Acquisition Price as identified on Exhibit
“K”, attached to this Amendment.

     

    9. Paragraph
8.4 of the Agreement is modified as follows.  Seller and Purchaser
have determined that the billboard lease (the “Billboard Lease”) which is
described on Exhibit
“L” to the Agreement is not assignable.  Therefore, on the
Closing Date, such Billboard Lease will not be assigned by Seller to Purchaser,
but Seller shall continue to make all payments due in connection with the
Billboard Lease which are approximately $8,700.00 per month and Purchaser shall
be entitled to utilize such billboard for its own advertising
purposes.  On a monthly basis, commencing as of the Closing Date,
Purchaser shall reimburse Seller for such monthly rental fee, together with any
and all other expenses incurred by Seller in connection with the Billboard Lease
up through the termination of such lease..  The parties agree to
cooperate to attempt to cause the Billboard Lease to be terminated in Seller’s
name and a new Billboard Lease executed by Purchaser.  In such event,
Purchaser shall not be responsible for reimbursing Seller for any expenses
incurred in connection with the Billboard Lease as of the date of termination
thereof.

     

    10. A new
Paragraph 10.3(i) is hereby added to the Agreement as follows:  Seller
and Purchaser hereby agree that each of the Acquisition Entities shall be
treated as a disregarded entity for federal tax purposes and  Seller
and Purchaser each hereby agrees not to file an election (pursuant to Internal
Revenue Service Form 8832 or otherwise) to classify any of the Acquisition
Entities as an association taxable as a corporation for federal tax
purposes.

     

    11. Paragraph
18 is modified as follows.  For purposes of notices to Purchaser,
notices should be delivered as follows:

     

    PURCHASER:                                KLP
East LLC

    150
Second Avenue N, Suite 670

    St.
Petersburg, Florida 33701

    Attn:  James
P. Harvey

    Telephone:
(727) 456-1244

    Fax:  (727)
456-1461

    E-Mail:  jharvey@kolter.com

    


    Copy
to:                                Kolter
Communities Florida LLC

    1601 Forum Place, Suite
805

    West Palm Beach, Florida
33401

    Attn:  General
Counsel

    Telephone:  (561)
682-9500

    Fax:  (561)
682-1050

    E-mail:  legalnotice@kolter.com

    


     

    12. Exhibit
“N” to the Agreement is hereby deleted and replaced with Exhibit
“N” to this Amendment.

     

    13. In the
event of any conflict between the terms of the Agreement and the terms of this
Amendment, the terms of this Amendment shall control.  Except as
amended and modified herein, the remaining terms and provisions of the Agreement
shall remain in full force and effect as originally set forth
therein.

     

    


     

    


     

    [SIGNATURES
ON FOLLOWING PAGE]

     

    


     


    
      
        
          


           

          


          BOC1\REALEST\223984.2

          21991/0055

        

         


      

      
         


        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the parties have
executed this Amendment as of the last date set forth below.

     

    WITNESSES                                                             SELLER:

     

    M/I HOMES
OF WEST PALM BEACH, LLC, a

    Florida
limited liability company

    


    Print
Name:                                                      

    


    


    Print
Name:                                                       By:                                                                              

    Name:

    Title:                                                                              

    Date: December 27, 2007

    


     

    M/I HOMES
OF WEST PALM BEACH, LLC, a

    Florida
limited liability company

    


    Print
Name:                                                      

    


    


    Print
Name:                                                      By:                                                                              

    Name:

    Title:                                                                              

            Date:
December 27, 2007

     

    PURCHASER:

     

    KLP EAST
LLC, a Florida limited

    liability
company

    


    Print
Name:                                                      

    


    By:                                                                              

    Print
Name:                                                      Name:                                                                              

    Title:                                                                              

    Date:
December 27, 2007

    


     

    


    


    EXHIBIT
“B”

    


    AGREED
ALLOCATIONS

    


    



    
      
        
          


           

          


          BOC1\REALEST\223984.2

          21991/0055

        

         


      

      
         


        
          

        

      

      
         


      

    


    MI Portfolio – Values for
Contract Allocations

    12/26/07

    


    


    Number
Lots                                           Lot
Value                                        Total
Value

    


    Tres
Belle                             99                                                     
 53,590                                            
5,305,400

    


    Paloma
50’                        166                                                       
34,265                                          
 5,688,000

    TH Phase
1                          92                                                      
 21,241                                           
1,954,200

    TH-Phase
2                         56                                     
19,364                                           
1,084,400

    Total                                 314                                                                                                           
    8,726,600

    


    Oaks


    45’                                      51                                                        
65,920                                           3,361,900

    60’                                     
12                                                        
60,425                                              725,100

    Total                                    63                                                                                
4,087,000

    


    Woodwinds                            1                                     
4,279,000                                           
4,279,000

    


    Construction
Agreement for
Infrastructure                                                                                                8,010,000

    


    Personal
Property                                                                                                                                     
680,000

    


    Total                                 477                                                                             
31,088,000

    


    Models
and
Specs                34                                                                            
13,290,468

    


    Grand
Total                                                                                                                           
44,378,468


    
      
        
          


           

          


          BOC1\REALEST\223984.2

          21991/0055

        

         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
“C”

    


    SCHEDULE OF AGREED
VALUES


    
      
        
          


           

          


          BOC1\REALEST\223984.2

          21991/0055

        

         


      

      
         


        
          

        

      

      
         


      

    


    


    


    M/I
HOMES OF WEST PALM BEACH, LLC

    Work in
Progress/Budget/Cost to Complete Reconciliation

    Job
Detail Report

    December
26, 2007

    


    


    
      	
              Community
      Parcel

              Lot/Blk/Phase

            	
               

              Job
      Number

            	
               

              House
      Type

            	
              Square

              Footage

            	
              Current
      M/I

              Retail
      Price

            	
              Kolter
      Acquisiton

              Price

            	
              C.O.
      Issued Date

            


    

    


    Unsold Inventory (excluding
Models)

    Paloma
50’

    4/1                      255401001004                                Mahon                                2136                      474,990                                386,061         12/3/2007

    5/1                      255401001005                                Cordoba                      3546                      574,990                                516,826        10/22/2007

    7/1                      255401001007                                Navarra                                2681                      474,990                                390,644

    8/1                      255401001008                                Navarra                                2681                      474,990                                389,716

    27/1                      255401001027                                Gibraltar                      2084                      498,245                                408,522       10/17/2007

    38/1                      255401001038                                Cordoba                      3546                      599,990                                492,760       12/12/2007

    39/1                      255401001039                                Mahon                                2136                      465,596                                396,075       12/12/2007

    46/1                      255401001046                                Sierra                                3011                      574,990                                531,688       11/20/2007

    64/1                      255401001064                                Cordoba                      3546                      624,990                                559,515         Complete

    76/1                      255401001076                                Navarra                                2681                      474,990                                388,474

    


    Paloma Grand
Carriage

    2/2                      255410002002                                Madrid                                2261                      339,990                                312,752       11/20/2007

    3/2                      255410002003                                Cadiz                                2251                      339,990                                316,018       11/20/2007

    11/2                      255410002011                                Cadiz                                2251                      359,990                                311,939       11/20/2007

    13/2                      255410002013                                Granada                      2213                      369,990                                312,978       Complete

    14/2                      255410002014                                Madrid                                2261                      359,990                                320,472       Complete

    15/2                      255410002015                                Cadiz                                2251                      359,990                                312,679       Complete

    18/2                      255410002018                                Madrid                                2261                      369,990                                320,258       Complete

    19/2                      255410002019                                Cadiz                                2251                      359,990                                310,592       11/20/2007

    20/2                      255410002020                                Granada                      2213                      359,990                                331,902

    21/2                      255410002021                                Granada                      2213                      359,990                                328,599

    24/2                      255410002024                                Granada                      2213                      369,990                                315,011

    129/2                                255410002129                                Granada                      2213                      379,990                                305,497

    132/2                                255410002132                                Granada                      2213                      379,990                                305,498

    133/2                                255410002133                                Granada                      2213                      379,990                                297,507

    134/2                                255410002134                                Cadiz                                2251                      387,490296,242

    136/2                                255410002136                                Granada                      2213                      379,990                                296,809

    


    Laurel Preserve @ Hobe
Sound

    202                      255379000202                                Sedona                                2392                      309,990                                324,343

    203                      255379000203                                Sonoma                      1675                      269,990                                257,813

    


    


    The Oaks @ Hobe Sound
60’

    63                      255404000063                                Bayfield                      2219                      380,284                                343,700      12/13/2007

    172                      255404000172                                Whitney                      3280                      449,474                                429,223

    


    Tres
Belle

    5/1                      255409001005                                San
Remo                      2931                      519,990                                409,289

    29/1                      255409001029                                Cielo                                3793                      604,990                                503,726

    96/1                      255409001096                                Belle
Mar                      4238           754,169                                868,530      Complete

    Total Unsold
Inventory                                                                                              14,384,988        12,591,658

    


    


    


    Models

    Tres
Belle

    108/1                                255409001108                                Calabria                      2845           685,126                                698,809       Complete

    Total
Models                                                                                     685,126                                698,809

    


    Grand
Total                                                                                                                   13,290,468

    


    


    



    
      
        
          


           

          


          BOC1\REALEST\223984.2

          21991/0055

        

         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
“H”

    


    ESCROW
AGREEMENT

    


    This
Escrow Agreement (the “Escrow
Agreement”), is made and entered into this ____ day of December, 2007 by
and between M/I HOMES OF WEST
PALM BEACH, LLC, a Florida limited liability company (“Seller”), KLP EAST LLC, a Florida
limited liability company (“Purchaser”) and BROAD AND CASSEL, Attorneys at
Law (“Escrow
Agent”).

    


    BACKGROUND

    


    Seller and Purchaser are simultaneously
with the execution of this Escrow Agreement closing pursuant to an Agreement for
Purchase and Sale dated even date herewith (the “Purchase
Agreement”).  Pursuant to the terms of the Purchase Agreement,
Purchaser and Seller have agreed to enter into this Escrow Agreement to govern
the delivery of certain Letter of Credit (hereinafter defined) and to govern the
collection and disbursement of any proceeds thereof in accordance with the
Purchase Agreement and the terms and provisions of this Escrow
Agreement.  Escrow Agent has agreed to serve as the Escrow Agent in
accordance with the terms of this Escrow Agreement.

    


    NOW THEREFORE, Seller, Purchaser and
Escrow Agent hereby agree as follows:

    


    1.           Recitals.  The
foregoing recitals are true and correct and are hereby incorporated by
reference.  All capitalized terms which are not defined in this Escrow
Agreement shall have the same meaning as defined in the Purchase
Agreement.

     

    2.           Letter of
Credit.  Pursuant to the terms of the Purchase Agreement,
Seller has delivered to Escrow Agent a letter of credit as described on Exhibit
“A”, attached hereto and made a part hereof (“Letter of
Credit”).  Escrow Agent shall hold the Letter of Credit in
accordance with the terms of the Purchase Agreement and this Escrow
Agreement.  With respect to the Letter of Credit, Escrow Agent agrees
as follows:

     

    Escrow
Agent shall draw upon the Letter of Credit if Escrow Agent receives from
Purchaser a written statement that Seller is in “default under Paragraph 7 of
the Purchase Agreement, and all applicable cure periods have expired without
Seller curing such default.”  Escrow Agent shall then hold the
proceeds of such Letter of Credit as the Escrow Fund (hereinafter
defined).

     

    In the
event that the Letter of Credit is due to expire pursuant to its own terms and
the obligations under the Purchase Agreement secured by such Letter of Credit
have not yet been completed, Seller shall, at least, forty-five (45) days prior
to the expiration of such Letter of Credit, either (i) provide Escrow Agent with
an amendment to such expiring Letter of Credit, extending the expiration date
thereof, or (ii) substitute a new letter of credit for the expiring Letter of
Credit upon identical terms and  conditions and complying with the
terms and conditions of the Purchase Agreement and this Escrow Agreement, or
(iii) replace the expiring Letter of Credit with a cash deposit by wire transfer
of funds to the Escrow Agent.  If Escrow Agent receives the cash
deposit to replace the expiring Letter of Credit, Escrow Agent shall return the
expiring Letter of Credit to Seller.  If Seller fails to take any of
the foregoing actions, then Escrow Agent shall, and each of Seller and Purchaser
hereby unconditionally authorize Escrow Agent to (x) present any such Letter of
Credit due to expire for payment and (y) hold the cash proceeds thereof in
escrow as part of the Escrow Fund, subject to disbursement as provided in
Paragraph 4 hereof.

     

    The
Letter of Credit is subject to reduction, from time to time, in accordance with
the terms and provisions of Paragraph 7.2 of the Purchase
Agreement.  To the extent that such reduction is permitted by the
terms of such paragraph, the parties shall cooperate as necessary to execute any
and all consents required by the issuing bank to so reduce the Letter of Credit
as permitted under the Purchase Agreement.

     

    3.           Establishment
of Escrow Fund.  To the extent that Escrow Agent receives cash
deposits pursuant to drawing upon the Letter of Credit as provided herein,
Escrow Agent shall hold such Cash Deposits (the “Escrow Fund”) in accordance
with the terms of this Escrow Agreement. Escrow Agent shall deposit the Escrow
Fund in Wachovia Bank, N.A. and shall hold and disburse the Escrow Fund in
accordance with the terms and provisions of Paragraph 4 hereof.  If
Seller delivers to Escrow  Agent a Form W-9, satisfactory to Escrow
Agent’s bank, the Escrow Fund shall be deposited in an interest bearing money
market account.  All interest earned on the Escrow Fund shall be added
to the Escrow Fund, subject to disbursement as provided in Paragraph 4
hereof.

     

    4.           Disbursement
of Escrow Fund.  All disbursements shall be made from the
Escrow Fund pursuant to the provisions of Paragraph 7.7 of the Purchase
Agreement.

     

    5.           Liability
of Escrow Agent.  In performing any of its duties under this
Escrow Agreement, Escrow Agent shall not be liable for any loss, costs or damage
which it may incur as a result of serving as Escrow Agent hereunder, except for
any loss, cost or damages arising out of willful acts of malfeasance or gross
negligence.  Accordingly, Escrow Agent shall not incur any liability
with respect to any action taken or omitted to be taken: (i) in good faith upon
advice of its counsel given with respect to any questions relating to the duties
and responsibilities of the Parties pursuant to the Purchase Agreement or this
Escrow Agreement; or (ii) in reliance upon any document, including any written
notice of instruction provides for in the Purchase Agreement or this Escrow
Agreement, not only as to its due execution and the validity and effectiveness
of its provisions, but also to the truth and accuracy of any information
contained therein, which Escrow Agent shall in good faith believe to be genuine,
to have been signed or presented by a proper person or persons and to conform
with the provisions of this Escrow Agreement.

     

    6.           Notices.  Any
notice, request, demand, instruction or other communication to be given to
either party, except where required by the terms of this Agreement to be
delivered at the Closing, shall be in writing and shall be sent by registered or
certified mail, return receipt requested, by express overnight courier, by
facsimile or by hand delivery to the other party hereto, with a copy sent by
e-mail on the same day as the other method utilized to the addresses set forth
below, or to such address as the parties hereafter may specify in
writing:

     

    SELLER:                                M/I
Homes of West Palm Beach, LLC

    3 Easton Oval, Suite 500

    Columbus,
Ohio 43219

    Attn:  J.
Thomas Mason, Esquire, General Counsel

    Telephone:  (614)
418-8014

    Fax:  (614)
418-8622

    E-mail:  tmason@mihomes.com

    


    Copy
to:                                Broad
and Cassel

    7777
Glades Road, Suite 300

    Boca
Raton, Florida  33434

    Attn:  Richard
B. MacFarland, P.A.

    Telephone:  (561)
483-7000

    Fax:  (561)
483-7321

    E-mail:  rmacfarland@broadandcassel.com

     

    PURCHASER:                                KLP
East LLC

    150
Second Avenue N, Suite 670

    St.
Petersburg, Florida 33701

    Attn:  James
P. Harvey

    Telephone:
(727) 456-1244

    Fax:  (727)
456-1461

    E-Mail:  jharvey@kolter.com

    


    Copy
to:                                Kolter
Communities Florida LLC

    1601 Forum Place, Suite
805

    West Palm Beach, Florida
33401

    Attn:  General
Counsel

    Telephone:  (561)
682-9500

    Fax:  (561)
682-1050

    E-mail:  legalnotice@kolter.com
]

    


    Notice
shall be deemed given if forwarded by certified or registered mail through the
facilities of the United States Postal Office on the day following the date that
the notice in question is deposited in the facilities of the United States
Postal Service.  If notice is forwarded by express overnight courier,
it shall be deemed given on the day that the notice in question is deposited in
the facilities of an express overnight courier.  If notice is
delivered by hand delivery, notice shall be deemed given when actually
delivered.  If notice is delivered by facsimile it shall be deemed
given on the day that it is sent by facsimile, provided that it is received by
the other party prior to 5:00 p.m. on such day, if a business day, otherwise it
shall be deemed given on the next business day following the date the facsimile
has been sent, provided, further, that a confirmatory copy is delivered by
either certified or registered mail or express overnight courier as provided
herein.

     

    


    


    7.           Interpleader.  In
the event of disagreement about the interpretation of this Escrow Agreement, or
about the rights and obligations or the propriety of any action contemplated by
the Escrow Agent hereunder, Escrow Agent may, at its sole discretion, file an
action in interpleader to resolve the said disagreement. Escrow Agent shall be
indemnified by Purchaser and Seller for all costs, including reasonable
attorney's fees, in connection with the aforesaid interpleader action and shall
be fully protected in suspending all or part of its activities under this Escrow
Agreement until a final judgment or other appropriate order in the interpleader
action is entered.

     

    8.           Joinder-in-Lawsuit.   In
the event Escrow Agent is joined as a party to a lawsuit by virtue of the fact
that it is holding the Letters of Credit or the Escrow Fund, Escrow Agent shall,
at its option, either tender said deposit to the registry of the court or
disburse same in accordance with the court's ultimate disposition of the cause
and Escrow Agent shall be entitled to reimbursement by Seller for its reasonable
attorney's fees and court costs.  In no event will Purchaser be
responsible for any of Escrow Agent’s fees, other than as provided in paragraph
7 hereof.

     

    9.           Governing
Law; Venue.  This Agreement shall be construed and enforced
according to the laws of the State of Florida.  Venue for any action
arising out of the terms of this Agreement shall lie only in the applicable
federal and/or state courts located in Palm Beach County, Florida.

     

    


     

    


     

    


     

    


     

    


     

    [SIGNATURES
APPEAR ON THE FOLLOWING PAGE]

     


    
      
        
          


           

          


          BOC1\REALEST\223984.2

          21991/0055

        

         


      

      
         


        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the
parties have executed this Escrow Agreement as of the date and year first above
written.

     

    WITNESSES:                                                                SELLER:

     

    M/I HOMES OF WEST PALM
BEACH,

    LLC, a Florida limited liability
company

    Print
Name:                                                                

    By:                                                                

    Print
Name:                                                                Name:

    Title:

    


    


    PURCHASER:

    


    KLP EAST LLC, a Florida limited
liability

    company

    


    Print
Name:                                                                

    


    By:                                                                

    Print
Name:                                                                Name:

    Title:

    


    


    


    ESCROW AGENT:

    


    BROAD AND CASSEL

    


    By:  Richard B. MacFarland,
P.A., a partner

    


    By:                                                                

          Richard B.
MacFarland, President

    


    


    


    



    
      
        
          


           

          


          BOC1\REALEST\223984.2

          21991/0055

        

         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
“A”

    


    LETTER OF
CREDIT


    
      
        
          


           

          


          BOC1\REALEST\223984.2

          21991/0055

        

         


      

      
         


        
          

        

      

      
         


      

    


    LETTER
OF CREDIT NUMBER F851514

    


    


    ISSUANCE
DATE:  DECEMBER 21, 2007

    


    APPLICANT:

    M/I
HOMES OF WEST PALM BEACH, LLC

    3
EASTON OVAL, SUITE 500

    COLUMBUS,
OHIO  43219

    


    BENEFICIARY:

    BROAD
AND CASSEL

    7777
GLADES ROAD, SUITE 300

    BOCA
RATON, FL  33434

    


    FOR
USD 9,000,000.00

    (NINE
MILLION 00/100 U.S. DOLLARS)

    


    DATE
OF EXPIRATION:  DECEMBER 20, 2008

    PLACE
OF EXPIRATION:  AT OUR COUNTERS

    


    DEAR
SIRS:

    


    WE
HEREBY ISSUE IN YOUR FAVOR THIS IRREVOCABLE STANDBY LETTER OF CREDIT WHICH IS
AVAILABLE BY PRESENTATION OF YOUR DRAFT(S) AT SIGHT DRAWN ON US BEARING THE
CLAUSE “DRAWN UNDER STANDBY CREDIT NO. F851514 DATED DECEMBER 21, 2007,”
ACCOMPANIED BY THE FOLLOWING DOCUMENTS:

    


    1.  THE
ORIGINAL OF THIS LETTER OF CREDIT.

    


    2.  BENEFICIARY’S
SIGNED STATEMENT THAT:

    


    “BENEFICIARY
IS OBLIGATED TO DRAW UPON THE LETTER OF CREDIT PURSUANT TO THE AGREEMENT FOR
PURCHASE AND SALE DATED DECEMBER 21, 2007 BETWEEN APPLICANT AND KLP EAST LLC
(THE “PURCHASE AGREEMENT”), OR

    


    “BENEFICIARY
HAS RECEIVED A WRITTEN STATEMENT FROM KLP EAST LLC THAT APPLICANT IS IN DEFAULT
UNDER THE PURCHASE AGREEMENT.”

    


    WE
HEREBY ENGAGE WITH YOU THAT ALL DRAFTS DRAWN AND/OR DOCUMENTS PRESENTED UNDER
AND IN COMPLIANCE WITH THE TERMS OF THIS LETTER OF CREDIT WILL BE DULY HONORED
UPON PRESENTATION TO SUNTRUST BANK AT 25 PARK PLACE, 16TH FLOOR,
MC: GA-ATL-3706, ATTN:  STANDBY LC DEPT., ATLANTA, GA 30303 OR BEFORE
EXPIRATION OF THIS LETTER OF

    


    CONTINUED
ON NEXT PAGE

    


    


    LETTER
OF CREDIT NUMBER
F851514                                                                                                                     PAGE
NO. 2

    


    CREDIT.  DOCUMENTS
SHOULD BE SENT VIA HAND DELIVERY, AIRMAIL OR OVERNIGHT COURIER
SERVICE.

    


    PARTIAL
DRAWINGS ARE PERMITTED.

    


    THIS
CREDIT IS SUBJECT TO “UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS (2007
REVISION), INTERNATIONAL CHAMBER OF COMMERCE PUBLICATIONS NO. 600.”

    


    PLEASE
DIRECT ALL INQUIRIES TO:

    PHONE:  800-951-7847
OPTION 3.

    


    SINCERELY,

    SUNTRUST
BANK

    


    


    


    AUTHORIZED
SIGNATURE

    105

    


    


    


    


    



    
      
        
          


           

          


          BOC1\REALEST\223984.2

          21991/0055

        

         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
“I”

    


    SCHEDULE OF MODEL HOMES AND
SPEC HOMES

    


    PALOMA

     

    Lots 4,
5, 7, 8, 27, 38, 39, 46, 64, and 76, of Block 1, according to the Plat of
Paloma, P.U.D. recorded in Plat Book 108, Page 144 of the Public Records of Palm
Beach County, Florida.

     

    Lots 2,
3, 11, 13, 14, 15, 18, 19, 20, 21, 24, 129, 132, 133, 134, and 136 of Block 2,
according to the Plat of Paloma, P.U.D. recorded in Plat Book 108, Page 144 of
the Public Records of Palm Beach County, Florida.

     

    


     

    TRES
BELLE

     

    Lots 5,
29, 96, and 108 according to the Plat of Tres Belle P.U.D., Plat No. 1 recorded
in Plat Book 16, Page 4 of the Public Records of Martin County,
Florida.

    


    


    THE OAKS AT HOBE
SOUND

    


    Lots 63,
172, 202 and 203 according to the Plat of Pastelle P.U.D. recorded in Plat Book
16, Page 19 of the Public Records of Martin County, Florida.`

    


    


    


    


    


    


    


    



    
      
        
          


           

          


          BOC1\REALEST\223984.2

          21991/0055

        

         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
“J”

    


    INCOMPLETE MODEL HOMES AND
SPEC HOMES

    


    


    PALOMA

     

    Lots 7,
8,  and 76 of Block 1

     

    Lots 20,
21, 24, 129, 132, 133, 134 and 136 of Block 2

     

    


     

    TRES
BELLE

     

    Lots 5
and 29

     

    


     

    OAKS

     

    Lots 172,
202 and 203

     

    



    
      
        
          


           

          


          BOC1\REALEST\223984.2

          21991/0055

        

         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
“K”

    


    BACKLOG
SCHEDULE


    
      
        
          


           

          


          BOC1\REALEST\223984.2

          21991/0055

        

         


      

      
         


        
          

        

      

      
         


      

    


    M/I
HOMES OF WEST PALM BEACH, LLC

    Work in
Progress/Budget/Cost To Complete Reconciliation

    Job
Detail Report

    December
26, 2007

    


    
      	
              Community

              Parcel

              Lot/Blk/Phase

            	
              Job
      Number

            	
              House
      Type

            	
              Square

              Footage

            	
              Sales
      Contract

              Price

            	
              Kolter

              Acquisition

              Price

            


    

    


    Backlog Under
Construction

    Paloma
50’

    
      	
              14
      / 1

            	
              255401001014

            	
              Mahon

            	
              2136

            	
              450,000

            	
              278,726

            
	
              22
      / 1

            	
              255401001022

            	
              Navarra

            	
              2681

            	
              561,735

            	
              287,204

            
	
              36
      / 1

            	
              255401001036

            	
              Navarra

            	
              2681

            	
              578,050

            	
              286,640

            
	
              63
      / 1

            	
              255401001063

            	
              Sierra

            	
              3011

            	
              510,000

            	
              390,740

            
	
              67
      / 1

            	
              255401001067

            	
              Villena

            	
              2715

            	
              527,730

            	
              266,761

            
	
              75
      / 1

            	
              255401001075

            	
              Navarra

            	
              2681

            	
              528,559

            	
              264,548

            
	
              85
      / 1

            	
              255401001085

            	
              Sierra

            	
              3011

            	
              599,990

            	
              346,631

            
	
              86
      / 1

            	
              255401001086

            	
              Cordoba

            	
              3546

            	
              650,000

            	
              358,858

            
	
              88
      / 1

            	
              255401001088

            	
              Sierra

            	
              3011

            	
              650,000

            	
              354,407

            
	
              89
      / 1

            	
              255401001089

            	
              Cordoba

            	
              3546

            	
              618,990

            	
              433,721

            


    

    


    Paloma Grand
Carriage

    
      	
              5 /
      2

            	
              255410002005

            	
              Granada

            	
              2213

            	
              325,491

            	
              236,791

            
	
              6 /
      2

            	
              255410002006

            	
              Madrid

            	
              2261

            	
              344,091

            	
              251,895

            
	
              17
      / 2

            	
              255410002017

            	
              Granada

            	
              2213

            	
              345,000

            	
              237,561

            
	
              22
      / 2

            	
              255410002022

            	
              Madrid

            	
              2261

            	
              406,545

            	
              228,570

            
	
              23
      / 2

            	
              255410002023

            	
              Madrid

            	
              2261

            	
              369,990

            	
              231,043

            
	
              95
      / 2

            	
              255410002095

            	
              Madrid

            	
              2261

            	
              367,073

            	
              240,339

            
	
              130
      / 2

            	
              255410002130

            	
              Madrid

            	
              2261

            	
              379,990

            	
              217,282

            
	
              131
      / 2

            	
              255410002131

            	
              Madrid

            	
              2261

            	
              379,990

            	
              217,282

            
	
              135
      / 2

            	
              255410002135

            	
              Madrid

            	
              2261

            	
              438,906

            	
              235,760

            


    

    


    The Oaks @ Hobe Sound
45’

    
      	
              88

            	
              255379000088

            	
              Catalina

            	
              2681

            	
              377,162

            	
              222,348

            
	
              91

            	
              255379000091

            	
              Catalina

            	
              2681

            	
              398,427

            	
              236,659

            
	
              97

            	
              255379000097

            	
              Catalina

            	
              2681

            	
              395,660

            	
              232,661

            
	
              107

            	
              255379000107

            	
              Catalina

            	
              2681

            	
              397,637

            	
              233,734

            
	
              131

            	
              255379000131

            	
              Laguna

            	
              2715

            	
              398,371

            	
              259,157

            


    

    


    Laurel Preserve @ Hobe
Sound

    
      	
              211

            	
              255379000211

            	
              Sonoma

            	
              1675

            	
              280,019

            	
              176,864

            
	
              216

            	
              255379000216

            	
              Sedona

            	
              2392

            	
              320,895

            	
              198,890

            
	
              222

            	
              255379000222

            	
              Sonoma

            	
              1675

            	
              290,802

            	
              177,101

            
	
              236

            	
              255379000236

            	
              Sedona

            	
              2392

            	
              317,936

            	
              199,229

            


    

    


    The Oaks @ Hobe Sound
60’

    
      	
              61

            	
              255404000061

            	
              Whitney

            	
              3280

            	
              440,728

            	
              311,720

            
	
              67

            	
              255404000067

            	
              Bayfield

            	
              2219

            	
              380,873

            	
              275,811

            


    

    
 

    Total Backlog Under Construction                                                                                                                              13,030,640             7,888,933


    
      
        
          


           

          


          BOC1\REALEST\223984.2

          21991/0055

        

         


      

      
         


        
          

        

      

      
         


      

    


    M/I
HOMES OF WEST PALM BEACH, LLC

    Work in
Progress/Budget/Cost To Complete Reconciliation

    Job
Detail Report

    December
26, 2007

    


    
      	
              Community

              Parcel

              Lot/Blk/Phase

            	
               

              Job
      Number

            	
               

              House
      Type

            	
              Square

              Footage

            	
              Sales
      Contract

              Price

            	
              Kolter

              Acquisition

              Price

            	
              Land
      Only

              Value

            


    

    


    Backlog Not
Started

    Paloma
50’

    
      	
              24
      / 1

            	
              255401001024

            	
              Cordoba

            	
              3546

            	
              694,040

            	
              327,430

            	
              77,000

            


    

    


    The Oaks @ Hobe Sound
45’

    
      	
              32

            	
              255379000032

            	
              Catalina

            	
              2681

            	
              395,749

            	
              283,409

            	
              60,000

            
	
              33

            	
              255379000033

            	
              Catalina

            	
              2681

            	
              395,895

            	
              283,508

            	
              60,000

            
	
              84

            	
              255379000084

            	
              Gulfstar
      B

            	
              1777

            	
              295,990

            	
              236,373

            	
              60,000

            


    

    


    Laurel Preserve @ Hobe
Sound

    
      	
              224

            	
              255379000224

            	
              Sonoma

            	
              1675

            	
              269,990

            	
              169,098

            	
              60,000

            
	
              232

            	
              255379000232

            	
              Sedona

            	
              2392

            	
              331,813

            	
              213,578

            	
              60,000

            
	
              233

            	
              255379000233

            	
              Sedona

            	
              2392

            	
              309,990

            	
              198,848

            	
              60,000

            


    

    


    Tres
Belle

    
      	
              43
      / 1

            	
              255409001043

            	
              San
      Remo

            	
              2931

            	
              509,990

            	
              334,148

            	
              94,000

            


    

    


         _________________________________

    Total
Backlog Not
Started                                                                                                   3,203,457                  2,046,392         531,000


    
      
        
          


           

          


          BOC1\REALEST\223984.2

          21991/0055

        

         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
“N”

     

    GUARANTY

     

    In order
to induce Seller to execute deliver the foregoing Agreement for Purchase
and Sale (the “Agreement”), and for other
good and valuable considerations, the receipt and sufficiency of which are
hereby acknowledged, Kolter Communities Florida LLC, a Florida limited liability
company (the “Guarantor”), hereby absolutely
and unconditionally guarantees to Seller, its successors and assigns, full and
prompt payment and performance by Purchaser of all obligations of Purchaser to
Seller under or pursuant to Paragraph 8 of the Agreement (the “Guaranteed
Obligations”).  Guarantor acknowledges that Purchaser is an
Affiliate of Guarantor and that Guarantor therefore has received and will
receive valuable benefits as a result of the conveyance of the Real Property by
Seller to Purchaser.

     

    Guarantor
hereby waives acceptance and notice of acceptance of this Guaranty, and notice
of non-payment, non-performance or non-observance, and all other notices, proofs
or demands, except for notice of Purchaser’s breach or failure to perform as
provided above, and any and all other suretyship defenses to enforcement of this
Guaranty.  Guarantor agrees that its obligations hereunder will not be
terminated, affected or impaired by reason of the granting by Seller of any
indulgences to Purchaser or by reason of the assertion against Purchaser of any
of the rights or remedies reserved to Seller pursuant to the provisions of the
Agreement, or by the relief of Seller from any of the Purchaser's obligations
with respect to the Guaranteed Obligations, by operation of law or otherwise,
including, without limitation, rejection of the Guaranteed Obligations in a
bankruptcy proceeding.  Guarantor further agrees that its liability
hereunder for the Guaranteed Obligations is and will be primary, and that in any
right of action which accrues to Seller with respect to the Guaranteed
Obligations, Seller may, at its option, proceed against the Guarantor and
Purchaser jointly or severally, and may proceed against Guarantor without having
commenced any action against or having obtained any judgment against
Purchaser.  Failure of Seller to insist in any one or more instances
upon strict performance or observance of any of the terms, provisions, or
covenants of this Guaranty, or to exercise any right therein or herein
contained, will not be construed or deemed to be a waiver or relinquishment for
the future of such term, provision, covenant or right, but the same will
continue and remain in full force and effect.  No assignment or other
transfer of the Agreement, or any interest therein, will operate to extinguish
or diminish the liability of Guarantor hereunder.  If Seller obtains a
judgment against Guarantor by reason of a breach of this Guaranty, Guarantor
will pay the reasonable attorneys' fees and costs incurred in any collection or
attempted collection of the obligations hereby guaranteed or in enforcing this
Guaranty. If claim is ever made upon Seller for repayment or recovery of any
amount or amounts received in payment or on account of any of the Guaranteed
Obligations and Seller repays all or part of said amount by reason of (i) any
judgment, decree or order of any court or administrative body having
jurisdiction over Seller or any of its property or (ii) any settlement or
compromise of any such claim effected by Seller with any such claimant
(including Purchaser) then and in such event Guarantor agrees that any such
judgment, decree, order, settlement or compromise will be binding upon
Guarantor, notwithstanding any revocation hereof or other instrument evidencing
any liability of Purchaser, and Guarantor will be and remain liable to Seller
hereunder for the amount so repaid or recovered to the same extent as if such
amount had never originally been received by Seller.  This Guaranty
will be binding upon and inure to the benefit of the parties and their
respective heirs, administrators, executors, successors and
assigns.

     

    IN WITNESS WHEREOF, this Guaranty is
executed this ____ day of December, 2007.

     

    Kolter Communities Florida LLC, a
Floridalimited liability company

    


     

    By:____________________________

    Robert Julien, Manager