JUNIOR SUBORDINATED INDENTURE Between OHI FINANCING, INC., as Issuer, and THE BANK OF NEW YORK MELLON, as Trustee Dated as of August 3, 2009Junior Subordinated Indenture • August 7th, 2009 • Orleans Homebuilders Inc • Operative builders • New York
JUNIOR SUBORDINATED INDENTURE, dated as of August 3, 2009, between OHI FINANCING, INC., a Delaware corporation (the “Company”), and THE BANK OF NEW YORK MELLON, a New York banking corporation, as trustee (in such capacity, the “Trustee”).
GREENWOOD FINANCIAL INC. LIMITED CONSENT TO EXCHANGE TRANSACTIONSLimited Consent to Exchange Transactions • August 7th, 2009 • Orleans Homebuilders Inc • Operative builders
This LIMITED CONSENT (this “Consent”) is dated as of August 3, 2009 and entered into by and among GREENWOOD FINANCIAL INC., a Delaware corporation (“Master Borrower”), the entities identified on Schedule A attached hereto (together with the Master Borrower, the “Borrowers”), Orleans Homebuilders, Inc. (the “Guarantor”, and together with the Borrowers, the “Obligors”), the Lenders (defined below) party hereto and WACHOVIA BANK, NATIONAL ASSOCIATION, as administrative agent for Lenders (“Agent”), and is made with reference to that certain Second Amended and Restated Revolving Credit Loan Agreement dated as of September 30, 2008, by and among Obligors, the financial institutions listed on the signature pages thereof (“Lenders”) and Agent, as amended by that First Amendment to Second Amended and Restated Revolving Credit Loan Agreement and First Amendment to Security Agreement dated as of February 11, 2009 (as so amended, the “Loan Agreement”). Capitalized terms used herein without definit
EXCHANGE AGREEMENT among OHI FINANCING, INC., ORLEANS HOMEBUILDERS, INC. and TABERNA PREFERRED FUNDING III, LTD., TABERNA PREFERRED FUNDING IV, LTD., and TABERNA PREFERRED FUNDING VI, LTD. Dated as of August 3, 2009Exchange Agreement • August 7th, 2009 • Orleans Homebuilders Inc • Operative builders • New York
THIS EXCHANGE AGREEMENT, dated as of August 3, 2009 (this “Agreement”), is entered into by and among OHI FINANCING, INC., a Delaware corporation (the “Company”), ORLEANS HOMEBUILDERS, INC., a Delaware corporation, as guarantor (“Guarantor”), and TABERNA PREFERRED FUNDING III, LTD. (“Taberna III”), TABERNA PREFERRED FUNDING IV, LTD. (“Taberna IV”), and TABERNA PREFERRED FUNDING VI, LTD. (“Taberna VI”, and together with Taberna III and Taberna IV, collectively, “Taberna”).
PARENT GUARANTEE AGREEMENT between ORLEANS HOMEBUILDERS, INC as Parent Guarantor, and THE BANK OF NEW YORK MELLON, as Guarantee Trustee Dated as of August 3, 2009 OHI FINANCING, INC.Parent Guarantee Agreement • August 7th, 2009 • Orleans Homebuilders Inc • Operative builders • New York
