rights and remedies set forth therein and in each
of the other Loan Documents. The New Commitment Provider hereby acknowledges
that it has heretofore received a true and correct copy of the Agreement
(including any modifications thereof or supplements or waivers thereto) as in
effect on the Effective Date [and the executed original of its Note dated the
Effective Date issued by the Borrowers under the Agreement in the face amount of
$
].
The Commitments and Ratable Shares of the New Commitment Provider and each of
the other Lenders are as set forth on Schedule 1.1(B) to the Agreement. Schedule
1.1(B) to the Agreement is being amended and restated effective as of the
Effective Date hereof to read as set forth on Schedule 1.1(B) hereto. Schedule 1
hereto lists as of the date hereof the amount of Loans under each outstanding
Borrowing Tranche. Notwithstanding the foregoing (a) on the date hereof the
Borrower shall repay all outstanding Loans to which either of the Base Rate
Option or the LIBO-Rate Option applies and simultaneously reborrow a like amount
of Loans under each such Interest Rate Option from the Lenders (including the
New Commitment Provider) according to the Ratable Shares set forth on attached
Schedule 1.1(B) and shall be subject to breakage fees and other indemnities
provided in Section 4.6.2.
The New Commitment Provider is executing and delivering this Joinder as of the
Effective Date and acknowledges that (A) it shall share ratably in all Base Rate
Loans borrowed by the Borrower on and after the Effective Date; (B) it shall
participate in all new LIBO-Rate Loans borrowed by the Borrower on and after the
Effective Date according to its Ratable Share; and (C) it shall participate in
all Letters of Credit outstanding on the Effective Date according to its Ratable
Share.
[SIGNATURE PAGES FOLLOW]
2
IN WITNESS WHEREOF, the New Commitment Provider has duly executed and delivered
this Joinder as of the Effective Date.
[NEW LENDER]
By:
Name:
Title:
ACKNOWLEDGED:
PNC BANK, NATIONAL ASSOCIATION,
as Agent
By:
Name:
Title:
K. HOVNANIAN ENTERPRISES, INC.
By:
Name:
Title:
EXHIBIT
FORM OF
QUARTERLY COMPLIANCE CERTIFICATE
, 200
PNC Bank, National Association, as Agent
Two Tower Center, 18th Floor
East Brunswick, New Jersey 08816
Attn:
Douglas G. Paul, Senior Vice President
Telecopy: (732) 220-3744
Ladies/Gentlemen:
1.
I REFER TO THE SIXTH AMENDED AND RESTATED CREDIT AGREEMENT DATED
MAY
, 2006 (THE "CREDIT AGREEMENT") BY AND AMONG K. HOVNANIAN ENTERPRISES,
INC. (THE "BORROWER"), HOVNANIAN ENTERPRISES, INC., AS A GUARANTOR THE SEVERAL
LENDERS AND OTHER FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTIES THERETO AND
PNC BANK, NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT FOR THE LENDERS (THE
"AGENT"). UNLESS OTHERWISE DEFINED HEREIN, TERMS DEFINED IN THE CREDIT AGREEMENT
ARE USED HEREIN WITH THE SAME MEANINGS. I,
THE
OF THE BORROWER DO HEREBY CERTIFY
AS OF THE [MONTH/QUARTER/YEAR] ENDED
, 200
(THE
"REPORT DATE"), THAT THE BORROWER IS IN COMPLIANCE WITH THE FOLLOWING COVENANTS
AS MORE FULLY SET FORTH AND CALCULATED ON THE SPREADSHEETS ATTACHED