SUBSIDIARIES, JOINT VENTURES AND NON-RESTRICTED PERSONS
AND CORPORATE OFFICE SUBSIDIARIES
SCHEDULE 1.1(P)
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EXISTING PERMITTED LIENS
SCHEDULE 2.9.1
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EXISTING LETTERS OF CREDIT
SCHEDULE 5.1.8
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MATERIAL EVENTS SINCE OCTOBER 31, 2007
SCHEDULE 5.1.12
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CONSENTS AND APPROVALS
EXHIBITS
EXHIBIT 1.1(A)
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ASSIGNMENT AND ASSUMPTION AGREEMENT
EXHIBIT 1.1(G)(1)
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GUARANTY AGREEMENT
EXHIBIT 1.1(G)(2)
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GUARANTOR JOINDER
EXHIBIT 1.1(M)
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FORM OF MORTGAGE
EXHIBIT 1.1(P)
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PLEDGE AGREEMENT
EXHIBIT 1.1(R)
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REVOLVING CREDIT NOTE
EXHIBIT 1.1(S)(1)
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SECURITY AGREEMENT
EXHIBIT 1.1(S)(2)
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SWING LOAN NOTE
EXHIBIT 2.4.1
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LOAN REQUEST
EXHIBIT 2.4.2
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SWING LOAN REQUEST
EXHIBIT
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QUARTERLY COMPLIANCE CERTIFICATE
EXHIBIT (A)
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UNSECURED BORROWING BASE CERTIFICATE
EXHIBIT (B)
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SECURED BORROWING BASE CERTIFICATE
SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT
THIS SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT (this "Agreement")
is dated as of March 7, 2008, and is made by and among K. HOVNANIAN ENTERPRISES,
INC., a California corporation (the "Borrower"), HOVNANIAN ENTERPRISES, INC., a
Delaware corporation ("Hovnanian" and a "Guarantor"), the LENDERS (as
hereinafter defined), and PNC BANK, NATIONAL ASSOCIATION, in its capacity as
administrative agent for the Lenders under this Agreement (hereinafter referred
to in such capacity as the "Agent").
WITNESSETH:
WHEREAS, the Lenders provided a $1,500,000,000 revolving credit
facility to the Borrower pursuant to a Sixth Amended and Restated Credit
Agreement dated May 31, 2006 (as heretofore amended, waived, modified, or the
like), among the parties hereto (the "Prior Credit Agreement");
WHEREAS, the Borrower and the Lenders have agreed that the Prior
Credit Agreement be amended and restated as provided herein to, among other
things, secure the payment of the Obligations hereunder and reduce the principal
amount of the Revolving Credit Commitments;
WHEREAS, the revolving credit provided hereunder shall be used to
refinance existing indebtedness, provide for letters of credit and provide
working capital and funds for general corporate purposes;
NOW, THEREFORE, the parties hereto, in consideration of their mutual
covenants and agreements hereinafter set forth and intending to be legally bound
hereby, covenant and agree as follows:
1. CERTAIN DEFINITIONS
1.1 Certain Definitions.
In addition to words and terms defined elsewhere in this Agreement,
the following words and terms shall have the following meanings, respectively,
unless the context hereof clearly requires otherwise:
Acceptable Appraisal shall mean an appraisal commissioned by and
addressed to the Agent (reasonably acceptable to the Agent as to form,
assumptions, substance, and appraisal date), prepared by a qualified
professional appraiser reasonably acceptable to the Agent, and complying in all
material respects with the requirements of the Federal Financial Institutions
Reform, Recovery and Enforcement Act of 1989.
Additional Mortgaged Collateral shall mean Qualified Real Property as
to which the Agent has for the benefit of the Lenders been granted a first
priority Lien (subject only to Limited Permitted Liens) in accordance with
Section 7.1.13(iv).
Adjusted Appraised Value shall mean with respect to any real property
constituting Mortgaged Collateral as determined for any month end (a) the
Appraised Value of such real property based on the most recent Acceptable
Appraisal for