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GBH > SEC Filings for GBH > Form 8-K on 17-Mar-2009All Recent SEC Filings

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Form 8-K for GREEN BUILDERS, INC


17-Mar-2009

Entry into a Material Definitive Agreement, Financial Statements and Exhibits


Item 1.01 Entry Into a Material Definitive Agreement.

On March 12, 2009, Wilson Family Communities, Inc. ("WFC"), a wholly-owned subsidiary of Green Builders, Inc. (the "Company"), and LNZCO, LLC ("LNZCO") agreed that LNZCO will provide between $1 and $2 million in financing to WFC for the construction by WFC of single family residences. On March 12, 2009, the parties entered into a series of agreements (the "Financing Agreements") pursuant to which LNZCO will provide WFC financing for the construction of four single family residences. The parties may enter into additional Financing Agreements to provide financing for the construction of additional single family residences at such times as the parties mutually agree.

For each of the residences to be built by WFC, WFC and LNZCO will enter into a Construction Loan Agreement, a Promissory Note and a Deed of Trust. WFC's obligations under each Promissory Note are secured pursuant to the Deed of Trust by the particular residence for which such financing is obtained. Advances under each Promissory Note will be made upon request by WFC and compliance with the terms of the Construction Loan Agreement. Each Promissory Note bears interest at a rate of prime plus 5.0%, has a one point origination fee, and matures in one year. The loan for each residence is 65% of the sales price of the associated improved property.

LNZOCO is wholly-owned by the Lindsey May Kathryn Wilson 1995 Trust, the beneficiaries of which are the minor children of Clark Wilson, the President and Chief Executive Officer of the Company.

The Company's Audit Committee reviewed the proposed terms of the Financing Agreements and compared them to the terms of other financing arrangements available to WFC at this time. The Audit Committee determined that LNZCO could provide the most favorable financing terms to WFC and approved the Financing Agreements as being fair as to the Company and WFC as of the time of authorization.

The above description of the material terms of the Financing Agreements are not a complete statement of the parties' rights and obligations with respect to the agreements. The above statements are qualified in their entirety by reference to the Financing Agreements, forms of which are filed as Exhibits 10.1, 10.2 and 10.3 hereto.



Item 9.01 Financial Statements and Exhibits.
(d)

Exhibit No. Description
10.1        Form of Construction Loan Agreement
10.2        Form of Promissory Note
10.3        Form of Deed of Trust


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