EXHIBIT 10.39
FIRST AMENDMENT TO SUBORDINATED TERM LOAN AGREEMENT
THIS FIRST AMENDMENT TO SUBORDINATED TERM LOAN AGREEMENT (the
"Amendment") is made and entered into as of December 30, 2002 by and between
ORIGEN FINANCIAL L.L.C., a Delaware limited liability company (the "Borrower"),
whose address is 000 Xxxx Xxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxxx 00000,
and SUN HOME SERVICES, INC., a Michigan corporation ("Lender"), whose address is
00000 Xxxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxxxx Xxxxx, Xxxxxxxx 00000.
RECITALS:
A. Borrower and Sun Communities Operating Limited Partnership ("SCOLP")
have entered into that certain Subordinated Term Loan Agreement dated December
4, 2002 (the "Loan Agreement"). All capitalized terms not defined in this
Amendment shall have the meanings given to them in the Loan Agreement.
B. SCOLP assigned its interest in the Loan Agreement and the Related
Documents to Lender pursuant to an Assignment of Loans of even date herewith.
C. Borrower and Lender desire to amend the Loan Agreement in accordance
with the terms and conditions of this Amendment.
NOW, THEREFORE, the parties agree as follows:
1. "Lender" shall mean Sun Home Services, Inc., a Michigan corporation,
as assignee of SCOLP.
2. Upon the execution of this Amendment, Borrower shall execute and
deliver to Lender a First Amended and Restated Term Promissory Note in the form
attached to this Amendment as EXHIBIT A (the "First Amended Note"). The First
Amended Note shall replace the Term Promissory Note dated December 4, 2002
executed by Borrower in favor of SCOLP in connection with the Loan Agreement.
All references in the Loan Agreement to the "Note" are hereby amended to be the
"First Amended Note."
3. Unless otherwise modified by this Amendment, all provisions of the
Loan Agreement shall remain in full force and effect.
4. This Amendment may be executed in any number of counterparts, each
of which shall be an original and all of which together shall constitute one and
the same agreement. Facsimile or photographic reproductions of this Amendment
may be made and relied upon to the same extent as though such fax or copy were
an original.
[signature page attached]
IN WITNESS WHEREOF, the parties have executed this First Amendment to
Second Amended and Restated Subordinated Loan Agreement as of the date first
written above.
BORROWER:
ORIGEN FINANCIAL L.L.C., a Delaware
limited liability company
By: /s/ Xxxxxx X. Xxxxx
------------------------------
Its: Chief Executive Officer
----------------------------
LENDER:
SUN HOME SERVICES, INC., a Michigan
corporation
By:
--------------------------------
Its:
-------------------------------
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IN WITNESS WHEREOF, the parties have executed this First Amendment to
Second Amended and Restated Subordinated Loan Agreement as of the date first
written above.
BORROWER:
ORIGEN FINANCIAL L.L.C., a Delaware
limited liability company
By:
------------------------------
Its:
----------------------------
LENDER:
SUN HOME SERVICES, INC., a Michigan
corporation
By: /s/ Xxxxxxx X. Xxxxxxxx
--------------------------------
Its: Chief Financial Officer
-------------------------------
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