EXHIBIT 10.25
Amendment No. 1 to Debtor-In-Possession
Financing Agreement
This AMENDMENT NO. 1 TO THE DEBTOR-IN-POSSESSION FINANCING AND SECURITY
AGREEMENT (this "Amendment No. 1"), dated as of February 27, 2003, by and among
Oakwood Homes Corporation, as a debtor and a debtor-in-possession, a North
Carolina corporation (the "Parent"), the affiliates of the Parent set forth on
the signature pages hereto, each as a debtor and a debtor-in-possession
(together with the Parent, individually a "Debtor Borrower" and collectively,
the "Debtor Borrowers"), Oakwood Servicing Holdings Co., LLC, a Nevada limited
liability company (individually the "Non-Debtor Borrower" and collectively with
the Debtor Borrowers, the "Borrowers"), the financial institutions set forth on
the signature pages hereto (each individually a "Tranche A Lender" and
collectively, the "Tranche A Lenders") and Greenwich Capital Financial Products,
Inc., a Delaware corporation, as agent for the Tranche A Lenders (in such
capacity, the "Agent"). Reference is made to the Debtor-in-Possession Financing
and Security Agreement dated as of January 28, 2003 (the "Financing Agreement")
among the Borrowers, the Tranche A Lenders and the Agent.
SECTION 1. All terms used in this Amendment No. 1 which are defined in
the Financing Agreement and which are not defined herein have the same meanings
as set forth in the Financing Agreement.
SECTION 2. Each of the undersigned agrees to amend Section 7.01(t) of
the Financing Agreement to (i) remove the words "February 28, 2003" in the
second line therein and replace them with the words "March 31, 2003 (or such
later date as the Tranche A Lenders shall agree in writing)" and (ii) remove the
two references to "of at least 82%" and replace each with the following
language: "at an initial cash price of not less than 80% (or such other amount
as the Tranche A Lenders shall agree in writing)".
SECTION 3. The amendment contained in Section 2 is limited in effect,
shall apply only as expressly set out herein and shall not constitute, or be
deemed to be a consent to any other transaction or a waiver or amendment of any
other provision of the Financing Agreement, except as specified herein. Except
as aforesaid, the Financing Agreement shall remain in full force and effect and
is hereby ratified and confirmed in all respects.
SECTION 4. This Amendment No. 1 shall be governed by and construed in
accordance with the laws of the State of New York.
SECTION 5. This Amendment No. 1 shall become effective upon receipt by
the Agent of counterparts of this Amendment No. 1 executed by each of the
Borrowers.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1
to be executed by their respective officers thereunto duly authorized, as of the
date first above written.
BORROWERS:
OAKWOOD HOMES CORPORATION,
a North Carolina corporation
_________________________________
By: Robert A. Smith
Its: Executive Vice President
OAKWOOD ACCEPTANCE CORPORATION,
LLC, a Delaware limited liability company
_________________________________
By: Robert A. Smith
Its: Vice President
OAKWOOD SHARED SERVICES, LLC,
a Delaware limited liability company
_________________________________
By: Robert A. Smith
Its: Vice President
OAKWOOD SERVICING HOLDINGS CO., LLC
a Nevada limited liability company
_________________________________
By: Randelle R. Smith
Its: Assistant Treasurer
[ADDITIONAL BORROWERS LISTED ON THE FOLLOWING PAGE]
OAKWOOD MOBILE HOMES, INC.,
a North Carolina corporation
_________________________________
By: Robert A. Smith
Its: Vice President
CREST CAPITAL, LLC,
a Nevada limited liability company
_________________________________
By: Randelle R. Smith
Its: Vice President
FSI FINANCIAL SERVICES, INC.,
a Michigan corporation
_________________________________
By: Robert A. Smith
Its: Vice President
TRI-STATE INSURANCE AGENCY, INC.,
a Michigan corporation
_________________________________
By: Robert A. Smith
Its: Vice President
[ADDITIONAL BORROWERS LISTED ON THE FOLLOWING PAGE]
HBOS MANUFACTURING, LP,
a Delaware limited partnership
By: Oakwood Mobile Homes, Inc.,
Its general partner
_________________________________
By: Robert A. Smith
Its: Vice President
PREFERRED HOUSING SERVICES, LP, a
Delaware limited partnership
By: Oakwood Mobile Homes, Inc.,
Its general partner
_________________________________
By: Robert A. Smith
Its: Vice President
NEW DIMENSION HOMES, INC.,
a Delaware corporation
_________________________________
By: Robert A. Smith
Its: Vice President
GOLDEN WEST LEASING, LLC,
a Nevada limited liability company
_________________________________
By: Randelle R. Smith
Its: Vice President
[ADDITIONAL BORROWERS LISTED ON THE FOLLOWING PAGE]
DREAMSTREET COMPANY, LLC,
a Delaware limited liability company
_________________________________
By: Robert A. Smith
Its: Vice President
HOME SERVICE CONTRACT, INC.,
a Michigan corporation
_________________________________
By: Robert A. Smith
Its: Vice President
SUBURBAN HOME SALES, INC.,
a Michigan corporation
_________________________________
By: Robert A. Smith
Its: Vice President
OAKWOOD MHD4, LLC,
a Delaware limited liability company
_________________________________
By: Robert A. Smith
Its: Vice President
[AGENT AND LENDER SIGNATURE PAGE FOLLOWS]
AGENT AND TRANCHE A LENDER:
GREENWICH CAPITAL FINANCIAL
PRODUCTS, INC.
By: _____________________________________
Name:
Title:
TRANCHE A LENDER:
BH FINANCE LLC
By: _____________________________________
Name:
Title: