EX-10.25 13 g85027exv10w25.txt AMEND #1 TO DEBTOR-IN-POSSESSION AGREEMENT 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: