EXHIBIT 10.27
Amendment No. 3 to Debtor-In-Possession
Financing Agreement
This AMENDMENT NO. 3 TO THE DEBTOR-IN-POSSESSION FINANCING AND SECURITY
AGREEMENT (this "Amendment No. 3"), dated as of May 30, 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, as amended by Amendment No.
1 to Debtor-In-Possession Financing and Security Agreement dated as of February
27, 2003 ("Amendment No. 1") and Amendment No. 2 to Debtor-In-Possession
Financing and Security Agreement ("Amendment No. 2") (collectively the
"Financing Agreement") among the Borrowers, the Tranche A Lenders and the Agent.
SECTION 1. All terms used in this Amendment No. 3 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. This Amendment No. 3 hereby incorporates all terms and
conditions in Amendment No. 1, which is attached as Exhibit A hereto, and
Amendment No. 2, which is attached as Exhibit B hereto, other than those terms
and conditions which are being expressly amended herein.
SECTION 3. Each of the undersigned agrees to amend Section 7.01(v) of
the Financing Agreement so that it reads as follows:
File (A) a disclosure statement and a plan of reorganization
by February 15, 2003; (B) obtain an order of the Bankruptcy Court approving
such disclosure statement by July 31, 2003 (the "Disclosure Statement
Date"); and (C) obtain an order of the Bankruptcy Court confirming a plan
of reorganization, which order shall have become final and non-appealable
by August 29, 2003 (the "Confirmation Date"); provided, however, if by the
Disclosure Statement Date the Debtor Borrowers have (i) obtained committed
exit financing including a corporate revolver of at least $75,000,000 (the
"Exit Facility"), with such exit financing being subject only to standard
material adverse change clauses and confirmation of a plan of
reorganization (and with all amounts outstanding under the Tranche A
Facility as of the Disclosure Statement Date and at all times thereafter
being limited to availability under the Exit Facility minus applicable exit
and other fees related to the Tranche A Facility), and (ii) the Creditors
Committee has agreed in writing not to oppose the Debtor Borrowers' entry
into such
Exit Facility, then the Confirmation Date shall be extended for so long as
the Debtor Borrowers are using commercially reasonable efforts and acting
in good faith to obtain entry of the confirmation order, but in no event
shall such Confirmation Date be extended past September 30, 2003; provided
further that a breach of any of the foregoing covenants in this Section
7.01(v) shall not become an Event of Default unless all the Tranche A
Lenders so agree.
SECTION 4. The amendments contained in Sections 2 and 3 are 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 provisions 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 5. This Amendment No. 3 shall be governed by and construed in
accordance with the laws of the State of New York.
SECTION 6. This Amendment No. 3 shall become effective upon receipt by
the Agent of counterparts of this Amendment No. 3 executed by each of the
Borrowers, the Agent and the Lenders.
2
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 3
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:
EXHIBIT A
EXHIBIT B