Exhibit 10.1
GREENWOOD FINANCIAL INC.
SECOND AMENDMENT
TO SECOND AMENDED AND RESTATED
REVOLVING CREDIT LOAN AGREEMENT
This SECOND AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT LOAN
AGREEMENT (this "Amendment") is dated as of August 13, 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 financial institutions listed
on the signature pages hereof ("Lenders") 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, 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 and 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, Obligors, 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.
SUBSECTION 1.1 OF THE LOAN AGREEMENT IS
HEREBY AMENDED BY ADDING THERETO THE FOLLOWING DEFINITIONS IN PROPER
ALPHABETICAL ORDER.
"CHANGE OF CONTROL" MEANS THE OCCURRENCE OF ONE OR MORE OF THE FOLLOWING EVENTS:
1.
ANY SALE, LEASE, EXCHANGE OR OTHER
TRANSFER (IN ONE TRANSACTION OR A SERIES OF RELATED TRANSACTIONS) OF ALL OR
SUBSTANTIALLY ALL OF THE ASSETS OF THE GUARANTOR TO ANY PERSON OR GROUP OF
RELATED PERSONS FOR PURPOSES OF SECTION 13(D) OF THE SECURITIES EXCHANGE ACT OF
1934, OR ANY SUCCESSOR
THERETO, IN EACH CASE AS AMENDED FROM TIME TO TIME (A "GROUP"), TOGETHER WITH
ANY AFFILIATES THEREOF, ON AN ARM'S LENGTH BASIS WITH AN ENTITY THAT IS NOT AN
AFFILIATE OF OHI FINANCING, INC. OR THE GUARANTOR; OR
2.
ANY PERSON OR GROUP (OTHER THAN JEFFREY
P. ORLEANS AND HIS AFFILIATES AND FAMILY OR ANY AFFILIATE OF OHI FINANCING, INC.
OR THE GUARANTOR (COLLECTIVELY, A "PERMITTED PARTY")) SHALL ACQUIRE EITHER BY
PURCHASE FROM A PERMITTED PARTY OR FROM THE GUARANTOR THROUGH PURCHASE OR MERGER
OR OTHERWISE, DIRECTLY OR INDIRECTLY, BENEFICIALLY OR OF RECORD, SHARES
REPRESENTING MORE THAN 80% OF THE ISSUED AND OUTSTANDING EQUITY INTERESTS OF THE
GUARANTOR AND MORE THAN 50% OF THE AGGREGATE ORDINARY VOTING POWER REPRESENTED
BY THE ISSUED AND OUTSTANDING EQUITY INTERESTS OF THE GUARANTOR.
"CONSENT" MEANS THAT CERTAIN LIMITED CONSENT TO EXCHANGE TRANSACTIONS DATED AS
OF AUGUST 3, 2009 AMONG THE BORROWERS, GUARANTOR, AGENT AND REQUISITE LENDERS.
"EQUITY INTERESTS" MEANS