Commitment and Acceptance



 






Exhibit 10.3




 COMMITMENT AND ACCEPTANCE




     This Commitment and Acceptance (“Commitment and Acceptance”) dated as of October 21, 2005, is
entered into among the parties listed on the signature pages hereof. Capitalized terms used herein
and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement
(as defined below).



Preliminary Statements




     Reference is made to the Credit Agreement dated as of September 20, 2005 (such agreement,
together with any amendments supplements or other modifications thereto from time to time,
collectively, the “Credit Agreement”) between Avatar Properties Inc., as Borrower (“Borrower”),
Avatar Holdings Inc., as Guarantor, Wachovia Bank, National Association as Administrative Agent and
Lender (“Agent”), Guaranty Bank as Syndication Agent and Lender, Wachovia Capital Markets, LLC, as
Lead Arranger and the other Lenders from time to time party thereto.



     Pursuant to Section 2.02(i) of the Credit Agreement, Borrower has requested a Facility
Increase in the aggregate Commitment Amount from One Hundred Million Dollars ($100,000,000) to One
Hundred and Twenty Five Million Dollars ($125,000,000). Such increase in the Aggregate Commitment
is to become effective on October 21, 2005 (the “Increase Date”). In connection with such
requested increase in the Aggregate Commitment, Borrower, Agent and the Lenders hereby agree as
follows:



     1. Lender’s Commitment. Effective as of the Increase Date, the aggregate Commitment
of the Lenders under the Credit Agreement shall be increased in the amount set forth opposite each
Lender’s name on Schedule A, attached hereto.



     2. Representations of Borrower. Borrower hereby represents and warrants that, as of
the date hereof and after giving effect to the increase of the aggregate Commitment of the Lenders
on the Increase Date: (a) no event or condition shall have occurred and then be continuing which
constitutes a Default or Event of Default; and (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).



     4. Governing Law. This Commitment and Acceptance shall be governed by the laws of the
State of Florida.



[SIGNATURE PAGES TO FOLLOW]




 









 








IN WITNESS WHEREOF, the parties hereto have executed this Commitment and Acceptance by their duly
authorized officers as of the date first above written.




	 	 	 	 	 
	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	 	 
	 
	 	 	 	 
	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	 	 






 









 






	 	 	 	 	 
	AGREED
	 	 	 
	 
	 	 	 	 
	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	 	 






 









 






SCHEDULE A




List of Lenders with Commitment Amounts




	 	 	 	 	 	 	 	 	 
	Lender

	 	Increased Amount
	 	Total Commitment

	Wachovia Bank, National Association:

	 	$	18,000,000.00	 	 	$	68,000,000.00	 
	 
	 	 	 	 	 	 	 	 
	Guaranty Bank:

	 	$	4,500,000.00	 	 	$	32,000,000.00	 
	 
	 	 	 	 	 	 	 	 
	Franklin Bank, SSB, a Texas savings bank:

	 	$	2,500,000.00	 	 	$	25,000,000.00