GREENWOOD FINANCIAL INC. FIRST AMENDMENT TO DEBTOR-IN-POSSESSION LOAN AGREEMENT
Exhibit
10.1
GREENWOOD
FINANCIAL INC.
FIRST
AMENDMENT
This
FIRST AMENDMENT TO
DEBTOR-IN-POSSESSION LOAN AGREEMENT (this “Amendment”) is dated as of
June 7, 2010 and entered into by and among GREENWOOD FINANCIAL INC., a
Delaware corporation (“Master
Borrower”), ORLEANS
HOMEBUILDERS, INC. (“Parent”), each of the other
Subsidiaries of Parent identified on Schedule A attached
hereto as borrowers (together with Master Borrower and Parent, each a “Borrower” and, collectively,
the “Borrowers”), the
financial institutions listed on the signature pages hereof (“Lenders”) and XXXXX FARGO BANK, NATIONAL
ASSOCIATION, as administrative agent for Lenders (“Agent”), and is made with
reference to that certain Debtor-in-Possession Loan Agreement dated as of April
21, 2010, by and among Borrowers, the Lenders party thereto and Agent (as
amended, restated, supplemented or otherwise modified from time to time, the
“Loan
Agreement”). Capitalized terms used herein without definition
shall have the same meanings herein as set forth in the Loan
Agreement.
RECITALS
WHEREAS, Borrowers and Lenders
desire to amend the Loan Agreement as specifically provided for herein;
and
WHEREAS, Borrowers, Lenders
and Agent deem it advisable to amend the Loan Agreement as hereinafter
provided.
NOW, THEREFORE, in
consideration of the premises and the agreements, provisions and covenants
herein contained, the parties hereto agree as follows:
Section
1. AMENDMENTS TO THE LOAN AGREEMENT
1.1 Amendments to Article
I: Definitions.
A. Section
1.1 of the Loan Agreement is hereby amended by adding thereto the following
definitions in proper alphabetical order.
“First Amendment” means that
certain First Amendment to Debtor-in-Possession Loan Agreement dated as of June
7, 2010.
“First Amendment Effective
Date” has the meaning assigned to such term in the First
Amendment.
B. Section
1.1 of the Loan Agreement is hereby further amended by deleting the definition
of Revolving Loan Sublimit and substituting the following therefor:
“Revolving Loan Sublimit” means
$25,000,000.
1.2 Amendment to Section
2: Amounts and Terms of the Commitments, Loans, Letters of Credit and
Tri-Party Agreements.
Section
2.1(b)(iii) of the Loan Agreement is hereby amended by deleting it in its
entirety.
1.3 Amendments to Section
3: Matters Relating to Real Estate.
A. Section
3.2(a) of the Loan Agreement is hereby amended by deleting it in its entirety
and substituting the following therefor:
B. “(a) New
Appraisals. Agent may order (with the Borrowers’ cooperation)
updated appraisals for all Projects and the Borrowers shall (i) respond and
cooperate with any information or document requests made by any appraiser
completing an Appraisal on behalf of the Agent within five (5) Business Days of
such request and (ii) pay any and all appraisal costs of Agent. Each
new Appraisal shall be ordered and reviewed by the Agent. The final
Appraisal amount shall be determined by the Agent in accordance with Section
3.2(c). The time period for compliance with this Section 3.2(a) as
provided in the first sentence hereof is in lieu of any notice or grace periods
contained in this Agreement or in any other Loan
Documents. Notwithstanding the foregoing, Agent (x) shall not order
further appraisals for Projects after the First Amendment Effective Date, (y) to
the extent an appraisal has been ordered but the appraisal is not substantially
completed (as determined by Agent with agreement of the Majority Revolving
Lenders) as of the First Amendment Effective Date, Majority Revolving Lenders
shall direct the Agent to cancel such appraisals, and (z) to the extent any
appraisal is either substantially complete (as determined by Agent with
agreement of the Majority Revolving Lenders) as of the First Amendment Effective
Date or cannot be cancelled without payment of substantially all of the costs
and expenses that would be paid if the appraisal were to be completed (as
determined by Agent with agreement of the Majority Revolving Lenders), such
appraisal shall be completed and Borrowers shall comply with their obligation in
connection therewith pursuant to clauses (i) and (ii) of this Section
3.2(a).
1.4 Amendments to Section 6
Affirmative Covenants.
A. Section
6.15(a) of the Loan Agreement is hereby amended by deleting it in its entirety
and substituting the following therefor:
“(a) Expenses.
(i) At
the end of each calendar week, the aggregate actual disbursements made by the
Borrowers on items in the Budget other than Permitted Critical Vendor Payments,
shall not exceed 125% of the aggregate amount of projected disbursements for
that week other than Permitted Critical Vendor Payments plus the Excess Variance
Amount from the prior week, as set forth in the Budget (“Excess Variance Amount”
being 125% of the cumulative budgeted disbursements through such period less
aggregate cumulative actual disbursements other than Permitted Critical Vendor
Payments); provided that the Excess Variance Amount shall (i) at no time exceed
$3,000,000, and (ii) be reduced to $0 upon the earlier to occur of (A) delivery,
approval and implementation of each updated Budget, or (B) six weeks after the
delivery of the previously delivered Budget.
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(ii)
Further, notwithstanding the foregoing, at no time may the outstanding principal
amount of outstanding Revolving Loans (excluding Revolving Loans resulting from
any draw of a Letter of Credit or Tri-Party Agreement) exceed Revolving Loans
projected under the Budget by more than $3,000,000 for more than five (5)
Business Days.”
B. Section
6.16 of the Loan Agreement is hereby amended by deleting it in its entirety and
substituting the following therefor:
“6.16 Other
Actions. Borrowers shall take the following actions as soon as
reasonably possible, but not later than the following dates,
either: (i) (a) file their joint disclosure statement and joint plan
of reorganization with the Bankruptcy Court not later than July 13, 2010, (b)
obtain court approval of their joint disclosure statement not later than August
30, 2010, and (c) obtain confirmation of their plan of reorganization no later
than September 28, 2010; or (ii) (a) file its motion under Bankruptcy Code
Section 363(b) to sell substantially all assets and approve bidding procedures
no later than August 12, 2010, (b) obtain court approval of bidding procedures
for such sale not later than September 1, 2010, (c) conduct an auction of all or
substantially all of the Borrowers’ assets not later than October 5, 2010; (d)
obtain court approval of such sale to the successful bidder not later than
October 6, 2010; and (e) close sales transaction and receipt of Lenders of sale
proceeds not later than October 18, 2010. Notwithstanding the
foregoing, the aforementioned dates may be extended by thirty (30) days at the
discretion of the Majority Revolving Lenders.
1.5 Amendments to Section 7:
Negative Covenants.
A. Section
7.13 of the Loan Agreement is hereby amended by deleting the reference to “Agent
and Majority Revolving Lenders” in clause (i) thereof and substituting “Majority
Revolving Lenders or Agent at the direction of Majority Revolving Lenders”
therefor.
B. Section
7.20 of the Loan Agreement is hereby amended by deleting it in its entirety and
substituting the following therefor:
“7.20 Construction. The
Borrowers shall not initiate, begin or continue construction of any Lots or
Units (including attached Units) that, as of the Petition Date, the Borrowers
have not made significant progress in the construction of such Lot or Unit
beyond the completion of stage 2 (foundation and footing complete); provided,
however, that the Majority Revolving Lenders may consent (which consent shall be
in writing and may be by e-mail to the CRO and Agent) in their discretion to the
construction of such Lots or Units, subject to the Borrowers’ delivery to Agent
and Majority Revolving Lenders of a schedule, in a form reasonably satisfactory
to the Majority Revolving Lenders, describing the Lots or Units that the
Borrowers seek to construct. The Lots and Units upon which construction may
occur as of the First Amendment Effective Date are set forth on Schedule 7.20, which
schedule may be supplemented by Agent at the direction of Majority Revolving
Lenders (which direction may be made by e-mail to the CRO and Agent) to include
Lots and Units for which construction has been approved pursuant to this Section
7.20. The Borrowers shall take whatever action is required to return
such Units or Lots to “finished Lot status.”
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1.6 Amendments to Section 8: Financial
Covenants.
A. Section
8.2 of the Loan Agreement is hereby amended by deleting it in its entirety and
substituting “Intentionally Omitted” therefor.
B. Section
8.3 of the Loan Agreement is hereby amended by deleting the reference to
$5,000,000 and substituting $7,500,000 therefor.
1.7 Amendments to Section 10:
Remedies.
The first
sentence of Section 10.10 of the Loan Agreement is hereby amended by deleting
such sentence in its entirety and substituting the following
therefor:
“In the
event that there shall occur a sale of the Collateral outside of a sale in the
ordinary course of business (regardless of whether an Event of Default has
occurred), whether the sale shall occur within the Bankruptcy Cases pursuant to
the Bankruptcy Code or under Article 9 of the Uniform Commercial Code or
otherwise, each Borrower and Lender hereby agrees that the Agent may credit bid
the Indebtedness, or any portion thereof, on behalf of the
Lenders. Any credit bid of the Indebtedness or any portion thereof
shall be in the sole discretion of the Majority Revolving Lenders, and the Agent
shall submit any credit bid as directed by the Majority Revolving Lenders; provided, however, that
Requisite Revolving Lenders shall approve in advance the maximum dollar amount
of any such credit bid.”
1.8 Amendments to Section 9:
Agent.
Section
11.9 is hereby amended by deleting the reference to “$1,000,000,000” therein and
substituting “$250,000,000” therefor.
1.9 Amendments to Section 12:
Miscellaneous.
Section
12.15(a)(1) is hereby amended by deleting it in its entirety and substituting
the following therefor:
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Section
2. CONDITIONS TO EFFECTIVENESS
Section 1
of this Amendment shall become effective only upon the satisfaction of all of
the following conditions precedent (the date of satisfaction of such conditions
being referred to herein as the “First Amendment Effective
Date”):
A. On
or before the First Amendment Effective Date, Borrowers shall deliver to Lenders
(or to Agent for Lenders with sufficient originally executed copies, where
appropriate, for each Lender) the following, each, unless otherwise noted, dated
the First Amendment Effective Date:
1. An
incumbency and signature certificate (dated as the date of this Agreement) of
the Secretaries, general partners, managers or members (as appropriate) of each
Borrower, certifying the names and true signatures of the officers or other
authorized Persons of each Borrower authorized to sign this
Amendment;
2. Written
notice from the CRO requesting an increase of the Revolving Loan Sublimit to
$25,000,000, which the parties hereto acknowledge was delivered prior to the
date hereof; and
3. Copies
of this Amendment executed by each Borrower.
B. Agent
and Majority Revolving Lenders shall have executed this Amendment.
C. Borrowers
shall have paid to Agent, all of Agent’s outstanding expenses under the Loan
Documents.
Section
3. BORROWERS’ REPRESENTATIONS AND WARRANTIES
In order
to induce Lenders to enter into this Amendment and to amend the Loan Agreement
in the manner provided herein, each Borrower represents and warrants to each
Lender that the following statements are true, correct and
complete:
A. Corporate Power and
Authority. Each Borrower has all requisite power and authority
to enter into this Amendment and to carry out the transactions contemplated by,
and perform its obligations under, the Loan Agreement as amended by this
Amendment (the “Amended
Agreement”).
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B. Authorization of
Agreements. The execution and delivery of this Amendment and
the performance of the Amended Agreement have been duly authorized by all
necessary corporate, partnership or limited liability company action, as
appropriate, on the part of each Borrower.
C. No Conflict. The
execution and delivery by each Borrower of this Amendment and the performance by
each Borrower of the Amended Agreement do not and will not (i) require any
consent or approval of the shareholders, partners or members of any such entity
not already obtained; (ii) contravene such entity’s Organizational Documents;
(iii) violate any provision of or cause or result in a breach of or constitute a
default under any law, rule, regulation (including, without limitation,
Regulation U of the Board of Governors of the Federal Reserve System), order,
writ, judgment, injunction, decree, determination, or award presently in effect
having applicability to such entity; (iv) cause or result in a breach of or
constitute a default under any indenture or loan or credit agreement or any
other agreement, lease, or instrument to which such entity is a party or by
which it or its properties may be bound or affected; (v) cause or result in or
require the creation or imposition of any Lien upon or with respect to any of
the properties now owned or hereafter acquired by such Borrower except as
contemplated by the Amended Agreement and the Loan Documents; or (vi) violate
any provision of any indenture, agreement, or other instrument to which any
Borrower or any of their respective properties or assets are bound, and will not
be in conflict with, result in a breach of, or constitute (with due notice
and/or lapse of time) a default under any such indenture, agreement, or other
instrument, or result in the creation or imposition of any lien, charge, or
encumbrance of any nature whatsoever upon any of said properties or
assets.
D. Governmental
Consents. The execution and delivery by each Borrower of this
Amendment and the performance by each Borrower of the Amended Agreement do not
and will not require any authorization, consent, approval, license or exemption
of, or any registration, qualification, designation, declaration or a filing
with any court or governmental department, commission, board, bureau, agency or
instrumentality, domestic or foreign, except as have been obtained.
E. Binding
Obligation. This Amendment has been duly executed and
delivered by each Borrower and this Amendment and the Amended Agreement are the
legally valid and binding obligations of such Borrower, enforceable against such
Borrower in accordance with their respective terms, except as may be limited by
applicable bankruptcy, insolvency, and other similar laws affecting creditors’
rights generally.
F. Incorporation of Representations and
Warranties From Loan Documents. After giving effect to this
Amendment, the representations and warranties contained in each Loan Document
are and will be true, correct and complete in all material respects on and as of
the First Amendment Effective Date to the same extent as though made on and as
of that date, except to the extent such representations and warranties
specifically relate to an earlier date, in which case they were true, correct
and complete in all material respects on and as of such earlier
date.
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G. Absence of
Default. After giving effect to this Amendment, no event has
occurred and is continuing or will result from the consummation of the
transactions contemplated by this Amendment that would constitute an Event of
Default.
Section
4. MISCELLANEOUS
A. Reference
to and Effect on the Loan Agreement and the Other Loan Documents.
1. On
and after the First Amendment Effective Date, each reference in the Loan
Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like
import referring to the Loan Agreement, and each reference in the Loan Documents
to the “Loan Agreement”, “thereunder”, “thereof’ or words of like import
referring to the Loan Agreement shall mean and be a reference to the Amended
Agreement.
2. Except
as specifically amended by this Amendment, the Loan Agreement and the other Loan
Documents shall remain in full force and effect and are hereby ratified and
confirmed.
3. The
execution, delivery and performance of this Amendment shall not, except as
expressly provided herein, constitute a waiver of any provision of, or operate
as a waiver of any right, power or remedy of Agent or any Lender under, the Loan
Agreement or any of the other Loan Documents, or serve to effect a novation of
the Indebtedness.
B. Fees and
Expenses. Borrowers acknowledge that all costs, fees and
expenses as described in Section 12.15 of the Amended Agreement incurred by
Agent, Contributing Lender, and their counsel with respect to this Amendment and
the documents and transactions contemplated hereby shall be for the account of
Borrowers.
C. Headings. Section
and subsection headings in this Amendment are included herein for convenience of
reference only and shall not constitute a part of this Amendment for any other
purpose or be given any substantive effect.
D. Applicable
Law. THIS AMENDMENT SHALL IN ALL RESPECTS BE GOVERNED BY THE
LAWS OF THE COMMONWEALTH OF PENNSYLVANIA.
E. Counterparts;
Effectiveness. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed an original, but all such
counterparts together shall constitute but one and the same instrument;
signature pages may be detached from multiple separate counterparts and attached
to a single counterpart so that all signature pages are physically attached to
the same document. Any facsimiled, electronically transmitted, or
photocopied signatures hereto shall be deemed original signatures hereto, all of
which shall be equally valid. This Amendment (other than the
provisions of Sections 1 hereof, the effectiveness of which is governed by
Section 2 hereof) shall become effective upon the execution of a counterpart
hereof by Borrowers, Agent and Majority Revolving Lenders and receipt by
Borrowers and Agent of written or telephonic notification of such execution and
authorization of delivery thereof.
[The
remainder of page intentionally left blank.]
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IN WITNESS WHEREOF, the
parties hereto have caused this Amendment to be duly executed and delivered by
their respective officers thereunto duly authorized as of the date first written
above.
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Master
Borrower:
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Greenwood
Financial Inc., a Delaware corporation
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By:
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Xxxxxxxx X.
Xxxxx
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Name:
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Xxxxxxxx
X. Xxxxx
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Title:
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Vice
President
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Corporate
Borrowers:
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Community
Management Service Group, Inc.
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OHB
Homes, Inc.
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OHI
Financing, Inc.
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Orleans
Arizona, Inc.
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Orleans
Corporation
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Orleans
Corporation of New Jersey
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Orleans
Construction Corp.
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Xxxxxx
& Xxxxxxxxx Corporation
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Xxxxxx
& Orleans Homebuilders, Inc.
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Sharp
Road Farms, Inc.
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By:
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Xxxxxxxx X.
Xxxxx
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Name:
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Xxxxxxxx
X. Xxxxx
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Title:
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Vice
President
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Limited
Liability Company
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Borrowers:
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Masterpiece
Homes, LLC
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OHI
PA GP, LLC
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OPCNC,
LLC
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Orleans
at Bordentown, LLC
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Orleans
at Cooks Bridge, LLC
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Orleans
at Xxxxxxxxx Manor, LLC
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Orleans
at Crofton Chase, LLC
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Orleans
at East Greenwich, LLC
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Orleans
at Elk Township, LLC
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Orleans
at Evesham, LLC
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Orleans
at Xxxxxxxx, LLC
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Orleans
at Xxxxxxxx, LLC
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Orleans
at Hidden Creek, LLC
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Orleans
at Xxxxxxxx Mill, LLC
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Orleans
at Lambertville, LLC
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Orleans
at Xxxxx Gate, LLC
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Orleans
at Mansfield, LLC
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Orleans
at Maple Xxxx, LLC
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[Borrowers’
signatures continued on the following page]
Signature
Page to First Amendment to Debtor-In-Possession Loan
Agreement
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Orleans
at Meadow Xxxx, LLC
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Orleans
at Millstone, LLC
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Orleans
at Millstone River Preserve, LLC
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Orleans
at Moorestown, LLC
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Orleans
at Tabernacle, LLC
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Orleans
at Upper Freehold, LLC
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Orleans
at Wallkill, LLC
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Orleans
at Westampton Xxxxx, LLC
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Orleans
at Woolwich, LLC
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Orleans Arizona
Realty, LLC
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Orleans
DK, LLC
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Xxxxxx
Xxxxxxxxx, Tidewater, L.L.C.
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RHGP,
LLC
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Xxxxxxxx
Xxxxxxx Associates, LLC
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By:
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Xxxxxxxx X.
Xxxxx
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Name:
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Xxxxxxxx
X. Xxxxx
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Title:
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Vice
President
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Limited
Partnership
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Borrowers:
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Xxxxxxxxxx
Estates, L.P. (f/k/a
Orleans at Xxxxxxxxxx Estates,
L.P.)
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Orleans
at Falls, LP
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Orleans
at Limerick, LP
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Orleans
at Lower Salford, LP
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Orleans
at Thornbury, L.P.
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Orleans
at Upper Saucon, L.P.
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Orleans
at Upper Uwchlan, LP
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Orleans
at West Xxxxxxxx, XX
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Orleans
at West Vincent, LP
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Orleans
at Windsor Square, LP
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Orleans
at Wrightstown, LP
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Stock
Grange, LP
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By:
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OHI
PA GP, LLC, sole General Partner
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By:
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Xxxxxxxx X.
Xxxxx
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Name:
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Xxxxxxxx
X. Xxxxx
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Title:
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Vice
President
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Orleans
RHIL, LP
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Realen
Homes, L.P.
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By:
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RHGP,
LLC, sole General Partner
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By:
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Orleans
Homebuilders, Inc.,
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Authorized
Member
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By:
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Xxxxxxxx X.
Xxxxx
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Name:
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Xxxxxxxx
X. Xxxxx
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Title:
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Vice
President
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[Borrowers’
signatures continued on the following page]
Signature Page to First Amendment to Debtor-In-Possession Loan
Agreement
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Parent:
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Orleans
Homebuilders, Inc., a Delaware corporation
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By:
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Xxxxxxxx X.
Xxxxx
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Name:
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Xxxxxxxx
X. Xxxxx
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Title:
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Vice
President
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[Agent’s
signature continued on the next page]
Signature Page to First Amendment to Debtor-In-Possession Loan
Agreement
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Agent:
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Xxxxx
Fargo Bank, National Association
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By:
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Xxxxxx X. Xxxxxxx
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Name:
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Xxxxxx
X. Xxxxxxx
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Title:
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Director
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[Lenders’
signature continued on the next page]
Signature Page
to First Amendment to Debtor-In-Possession Loan Agreement
ACCEPTED
AND AGREED TO THIS
7thh DAY
OF JUNE, 2010:
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BANK
OF AMERICA, N.A., as
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x Revolving Lender,
Tranche 1 Term Lender and Tranche 2 Term Lender
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x
Tranche 1 Term Lender
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By:
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Xxxxxxxx X. Xxxxxxxx
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Name:
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Xxxxxxxx
X. Xxxxxxxx
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Title:
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Vice
President
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Signature Page
to First Amendment to Debtor-In-Possession Loan Agreement
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STRATEGIC
VALUE PARTNERS, as
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x
Revolving Lender, Tranche 1 Term Lender and Tranche 2 Term
Lender
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□
Tranche 1 Term Lender
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By:
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Xxxxx X. Xxxxxx
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Name:
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Xxxxx
X. Xxxxxx
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Title:
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Authorized
Signature
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Signature Page
to First Amendment to Debtor-In-Possession Loan Agreement
Schedule
A - Schedule of Borrowers
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Master
Borrower:
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Greenwood
Financial Inc., a Delaware corporation
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Corporate
Borrowers:
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Community
Management Service Group, Inc.
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OHB
Homes, Inc.
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OHI
Financing, Inc.
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Orleans
Arizona, Inc.
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Orleans
Corporation
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Orleans
Corporation of New Jersey
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Orleans
Construction Corp.
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Xxxxxx
& Xxxxxxxxx Corporation
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Xxxxxx
& Orleans Homebuilders, Inc.
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Sharp
Road Farms, Inc.
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Limited
Liability Company
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Borrowers:
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Masterpiece
Homes, LLC
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OHI
PA GP, LLC
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OPCNC,
LLC
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Orleans
at Bordentown, LLC
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Orleans
at Cooks Bridge, LLC
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Orleans
at Xxxxxxxxx Manor, LLC
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Orleans
at Crofton Chase, LLC
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Orleans
at East Greenwich, LLC
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Orleans
at Elk Township, LLC
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Orleans
at Evesham, LLC
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Orleans
at Xxxxxxxx, LLC
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Orleans
at Xxxxxxxx, LLC
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Orleans
at Hidden Creek, LLC
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Orleans
at Xxxxxxxx Mill, LLC
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Orleans
at Lambertville, LLC
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Orleans
at Xxxxx Gate, LLC
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Orleans
at Mansfield, LLC
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Orleans
at Maple Xxxx, LLC
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Orleans
at Meadow Xxxx, LLC
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Orleans
at Millstone, LLC
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Orleans
at Millstone River Preserve, LLC
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Orleans
at Moorestown, LLC
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Orleans
at Tabernacle, LLC
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Orleans
at Upper Freehold, LLC
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Orleans
at Wallkill, LLC
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Orleans
at Westampton Xxxxx, LLC
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Orleans
at Woolwich, LLC
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Orleans Arizona
Realty, LLC
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Orleans
DK, LLC
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Xxxxxx
Xxxxxxxxx, Tidewater, L.L.C.
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RHGP,
LLC
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Xxxxxxxx
Xxxxxxx Associates, LLC
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Limited
Partnership
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Borrowers:
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Xxxxxxxxxx
Estates, L.P. (f/k/a
Orleans at Xxxxxxxxxx Estates,
L.P.)
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Orleans
at Falls, LP
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Orleans
at Limerick, LP
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Orleans
at Lower Salford, LP
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Orleans
at Thornbury, L.P.
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Orleans
at Upper Saucon, L.P.
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Orleans
at Upper Uwchlan, LP
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Orleans
at West Xxxxxxxx, XX
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Orleans
at West Vincent, LP
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Orleans
at Windsor Square, LP
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Orleans
at Wrightstown, LP
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Stock
Grange, LP
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Orleans
RHIL, LP
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Realen
Homes, L.P.
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Parent:
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Orleans
Homebuilders, Inc., a Delaware
corporation
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