LOGO OF TFC TEXTRON] FOURTH AMENDMENT TO WHOLESALE SECURITY AGREEMENT
QuickLinks -- Click here to rapidly navigate through this document
[LOGO OF TFC TEXTRON]
FOURTH AMENDMENT TO WHOLESALE SECURITY AGREEMENT
THIS FOURTH AMENDMENT TO WHOLESALE SECURITY AGREEMENT ("Amendment") is made as of the 14th day of May 2004 by and between TEXTRON FINANCIAL CORPORATION, a Delaware corporation ("Secured Party"); and the undersigned (jointly and severally, individually and collectively, "Debtor").
WITNESSETH THAT:
WHEREAS, the Secured Party and Debtor are parties to a certain Wholesale Security Agreement dated August 21, 2002, as may have been previously amended, modified or supplemented (the "Agreement"); and
WHEREAS, the parties hereto desire to amend certain of the terms of the Agreement;
NOW THEREFORE, in consideration of the premises and the mutual obligations hereinafter contained, and for other good and valuable consideration, the receipt whereof is hereby acknowledged, the parties hereto agree as follows:
- 1.
- All
capitalized terms used and not otherwise defined herein shall have the same meanings provided therefore in the Agreement.
- 2.
- Paragraph 6.1 of the Agreement is hereby amended and restated in its entirety to read as follows:
- (a)
- Fleetwood Enterprises, Inc. shall achieve a minimum EBITDA for each period of four consecutive Fiscal Quarters as set forth below:
"Debtor further represents, warrants, covenants, agrees and acknowledges that Debtor receives good and valuable benefit and consideration from its relationship with Fleetwood Enterprises, Inc., and as such represents, warrants, covenants, agrees and acknowledges the failure of Fleetwood Enterprises, Inc., to maintain the following financial covenants shall be an Event of Default hereunder:
| |
MINIMUM EBITDA |
Period Ending |
|
||||
|---|---|---|---|---|---|---|---|
| $ | 51,000,000 | On the last Sunday in April 2004 | |||||
| $ | 52,000,000 | On the last Sunday in July 2004 | |||||
| $ | 55,000,000 | On the last Sunday in October 2004 | |||||
| $ | 58,000,000 | On the last Sunday in January 2005 | |||||
| $ | 62,000,000 | On the last Sunday in April 2005 | |||||
| $ | 65,000,000 | Thereafter | |||||
- (b)
- On a consolidated basis, Fleetwood Enterprises, Inc. shall at all times maintain Fleetwood Liquidity of not equal to or less than Ninety Million Dollars ($90,000,000.00) for the most recent calendar month, of which the Borrowers (on a stand alone basis) shall maintain at all times Borrower Liquidity for the most recent calendar month of not equal to or less than Sixty Million Dollars ($60,000,000.00).
provided, however, that failure to meet such minimum EBITDA levels shall not constitute a default or an event of default hereunder unless, until and for so long as a Minimum Liquidity Event shall have occurred, as of the end of the most recent calendar month, and be continuing, as outlined Subparagraph 6.1(b) of this Agreement.
- (c)
- Notwithstanding anything contained elsewhere herein, capitalized terms in Sections 6.1(a) and (b) hereof shall have the meanings ascribed to them in the Other Credit Facility (defined in Section 9(l) of this Agreement), as amended, in the form of such Other Credit Facility and amendments thereto as the same have been filed by Fleetwood Enterprises, Inc. with the Securities and Exchange Commission prior to the date hereof.
- 3.
- The
Agreement is further amended by deleting Schedule 9(L) and substituting in lieu thereof the Revised Schedule 9(L) attached hereto and incorporated herein by this
reference.
- 4.
- Except
as amended hereby, the Agreement shall remain in full force and effect, and is in all respects hereby ratified and affirmed.
- 5.
- This
Amendment, and the rights and duties of the parties hereunder, shall be governed by and construed in accordance with the internal laws of the State of Rhode Island, without regard
to such jurisdiction's principles of conflicts of laws. If any provision of this Amendment is determined to be illegal, invalid or unenforceable, such provision shall be fully severable and the
remaining provisions shall remain in full force and effect and shall be construed without giving effect to the illegal, invalid or unenforceable provisions.
- 6.
- This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which together shall constitute one and the same instrument, and a facsimile signature shall suffice as original for all purposes.
Not later than forty-five calendar days after the last day of each fiscal quarter, or ninety calendar days after the last day of each fiscal year, Fleetwood Enterprises, Inc. shall submit to Secured Party a certificate stating that Debtor is in compliance with each of the foregoing representations, covenants, and warranties in Section 6.1(a) and (b) (or, if applicable, disclosing any non-compliance therewith), and shall show such supporting information for all of the foregoing as Secured Party may reasonably request. Each certificate shall be in form and substance reasonably satisfactory to Secured Party and signed by the chief financial officer or chief accounting officer of Fleetwood Enterprises, Inc. (or such other officer if acceptable to Secured Party in its sole discretion). The amounts and calculations referred to above shall be determined as set forth in Sections 6.1(a) and (b) or in the definitions of defined terms contained therein, or otherwise in accordance with generally accepted accounting principles consistently applied, excepting only as such principles may be modified above, and Textron's calculations shall be conclusive absent manifest error."
IN WITNESS WHEREOF, the parties hereto have caused this amendment to be executed by their duly authorized officer or representative as of the day and year first above written.
| SECURED PARTY: |
DEBTOR: |
|||
|---|---|---|---|---|
| TEXTRON FINANCIAL CORPORATION, for itself and as agent for its affiliates | FLEETWOOD RETAIL CORP. OF ARKANSAS, an Arkansas corporation |
|||
FLEETWOOD RETAIL CORP. OF GEORGIA, a Georgia corporation |
||||
By: |
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ |
|||
| Print Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Print Title: VP, Credit |
||||
FLEETWOOD RETAIL CORP. OF ILLINOIS, a Illinois corporation |
||||
FLEETWOOD RETAIL CORP. OF KANSAS, a Delaware corporation |
||||
FLEETWOOD RETAIL CORP. OF LOUISIANA, a Louisiana corporation |
||||
FLEETWOOD RETAIL CORPORATION OF MISSOURI, a Missouri corporation |
||||
FLEETWOOD RETAIL CORP. OF OHIO, a Ohio corporation |
||||
FLEETWOOD HOME CENTERS OF NEVADA, INC., a Nevada corporation |
||||
FLEETWOOD RETAIL CORP. OF OKLAHOMA, a Oklahoma corporation |
||||
FLEETWOOD RETAIL CORP. OF SOUTH CAROLINA, a South Carolina corporation |
||||
FLEETWOOD RETAIL CORP. OF WEST VIRGINIA, a West Virginia corporation |
||||
FLEETWOOD RETAIL CORP. OF WASHINGTON, a Delaware corporation |
||||
Secured Party's address for notices: ▇.▇. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
By: |
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Print Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Print Title: AS EXECUTIVE V.P. FOR EACH OF THE FOREGOING DEBTORS |
||
REVISED SCHEDULE 9(L)
Capitalized terms not defined in this Schedule shall have the meaning ascribed to them in the Other Credit Facility.
Fleetwood Enterprises, Inc. shall achieve a minimum EBITDA for each period of four consecutive Fiscal Quarters as set forth below:
| |
MINIMUM EBITDA |
Period Ending |
|
||||
|---|---|---|---|---|---|---|---|
| $ | 51,000,000 | On the last Sunday in April 2004 | |||||
| $ | 52,000,000 | On the last Sunday in July 2004 | |||||
| $ | 55,000,000 | On the last Sunday in October 2004 | |||||
| $ | 58,000,000 | On the last Sunday in January 2005 | |||||
| $ | 62,000,000 | On the last Sunday in April 2005 | |||||
| $ | 65,000,000 | Thereafter | |||||
provided, that failure to meet such minimum EBITDA levels shall not constitute a Default or an Event of Default hereunder unless, until and for so long as a Minimum Liquidity Event shall have occurred, as of the end of the most recent calendar month, and be continuing, as outlined below:
On a consolidated basis, Fleetwood Enterprises, Inc. shall at all times maintain Fleetwood Liquidity of not equal to or less than Ninety Million Dollars ($90,000,000.00) for the most recent calendar month, of which the Borrowers (on a stand alone basis) shall maintain at all times Borrower Liquidity for the most recent calendar month of not equal to or less than Sixty Million Dollars ($60,000,000.00).