EXHIBIT 1.1(S)
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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 2.12.1-1
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REVOLVING CREDIT COMMITMENT INCREASE AGREEMENT
EXHIBIT 2.12.1-2
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LENDER JOINDER AND ASSUMPTION AGREEMENT
vi
EXHIBIT
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QUARTERLY COMPLIANCE CERTIFICATE
EXHIBIT
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BORROWING BASE CERTIFICATE
vii
SIXTH AMENDED AND RESTATED CREDIT AGREEMENT
THIS SIXTH AMENDED AND RESTATED CREDIT AGREEMENT is dated May 31, 2006 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 $1,200,000,000 revolving credit facility to the
Borrower pursuant to an Amended and Restated Credit Agreement dated June 14,
2005 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;
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:
Adjusted Operating Income shall mean for any period the sum of (i) consolidated
net income of Hovnanian for such period, (ii) to the extent deducted in arriving
at such net income, consolidated income taxes, consolidated interest expense,
Letter of Credit Fees, depreciation, amortization, non-cash valuation charges or
adjustments and (iii) cash distributions received by any Loan Party from
Non-Restricted Persons during such period. Adjusted Operating Income shall
exclude net income or loss of Non-Restricted Persons.
Adjusted Tangible Net Worth (or ATNW) shall mean as of any date (i) Consolidated
Shareholders Equity
of Hovnanian as of such date minus, without duplication
(ii) (A) Intangibles, (B) the Dollar amount of Restricted Investments, (C)
equity (comprising "cost" according to GAAP minus the amount of debt secured by
applicable mortgages) in residential inventory properties purchased with the
proceeds of, and secured by, Purchase Money Mortgages as of such date, all as
calculated and consolidated in accordance
with GAAP, and (D) if the Low Fixed Charge Coverage Ratio Period is in effect
and Borrower or its Subsidiaries have made any payments in respect of any
Qualified Preferred Equity while such Low Fixed Charge Coverage Ratio Period has
been in effect, such Qualified Preferred Equity as of such date.
Affiliate as to any Person shall mean any other Person (i) which directly or
indirectly controls, is controlled by, or is under common control with such
Person, (ii) which