Exhibit 10.1
SECOND AMENDMENT TO
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
AND CONSENT OF GUARANTORS
This SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT AND
CONSENT OF AGENT AND LENDERS (this "Amendment") is dated as of November 1, 2005,
and entered into by and among FLEETWOOD ENTERPRISES, INC. ("Fleetwood"),
FLEETWOOD HOLDINGS INC. ("Holdings") and its Subsidiaries listed on the
signature pages hereof (each of Holdings and each Subsidiary individually, a
"Borrower" and, collectively, the "Borrowers"), the banks and other financial
institutions signatory hereto that are parties as Lenders to the Credit
Agreement referred to below (the "Lenders"), and BANK OF AMERICA, N.A., as
administrative agent and collateral agent (in such capacity, the "Agent") for
the Lenders.
Recitals
Whereas, Fleetwood, the Borrowers, Fleetwood Retail Corp. and certain
subsidiaries, the Lenders, and the Agent have entered into that certain Second
Amended and Restated Credit Agreement dated as of July 1, 2005, as amended by
that certain First Amendment to Second Amended and Restated Credit Agreement and
Consent of Guarantors dated as of July 22, 2005 (as amended, amended and
restated, extended, supplemented or otherwise modified from time to time, the
"Credit Agreement").
Any terms defined in the Credit Agreement and not defined
in this Amendment are used herein as defined in the Credit Agreement;
Whereas, the Borrowers have requested an amendment to the Credit Agreement to
modify the minimum EBITDA covenant set forth in Section 7.24 of the Credit
Agreement; and
Whereas, the Lenders and the Agent are willing to agree to the amendment
requested by the Borrowers, on the terms and conditions set forth in this
Amendment;
Now Therefore, in consideration of the premises and the mutual agreements set
forth herein, Fleetwood, the Borrowers, the Lenders, and the Agent agree as
follows:
1.
AMENDMENTS TO CREDIT AGREEMENT.
SUBJECT TO THE CONDITIONS AND UPON THE
TERMS SET FORTH IN THIS AMENDMENT AND IN RELIANCE ON THE REPRESENTATIONS AND
WARRANTIES OF FLEETWOOD AND THE BORROWERS SET FORTH IN THIS AMENDMENT, THE
CREDIT AGREEMENT IS HEREBY AMENDED AS FOLLOWS:
1.1
AMENDMENT TO SECTION 7.24.
SECTION 7.24 SHALL BE AMENDED BY DELETING SUCH
SECTION AND REPLACING IT WITH THE FOLLOWING:
7.24
MINIMUM EBITDA.
IF A MINIMUM LIQUIDITY EVENT SHALL OCCUR AS OF THE
END OF ANY CALENDAR MONTH, AS INDICATED IN ANY COMPLIANCE CERTIFICATE DELIVERED
PURSUANT TO SECTION 5.2(E), FLEETWOOD SHALL BE REQUIRED TO HAVE MAINTAINED
EBITDA FOR THE MOST RECENT
PERIOD OF SINGLE OR CONSECUTIVE FISCAL QUARTERS (FOR WHICH AN ANNUAL OR
QUARTERLY COMPLIANCE CERTIFICATE HAS BEEN DELIVERED PURSUANT TO SECTION 5.2(E))
SPECIFIED BELOW AND ENDED ON THE LAST DAY OF EACH FISCAL QUARTER SET FORTH BELOW
OF NOT LESS THAN THE AMOUNT SET FORTH BELOW OPPOSITE EACH SUCH PERIOD:
Period Ending
EBITDA
Two Fiscal Quarters ended on the last Sunday in October 2005
$
(13,000,000
)
Three Fiscal Quarters ended on the last Sunday in January 2006
$
1,000,000
Four Fiscal Quarters ended on the last Sunday in April 2006
$
21,000,000
Four Fiscal Quarters ended on the last Sunday in