Exhibit 10.1
FIRST AMENDMENT TO
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
AND CONSENT OF GUARANTORS
This FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT AND CONSENT
OF AGENT AND LENDERS (this "Amendment") is dated as of May 25, 2007, and entered
into by and among FLEETWOOD ENTERPRISES, INC. ("Fleetwood"), FLEETWOOD HOLDINGS
INC. and its Subsidiaries listed on the signature pages hereof (collectively,
"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, the Lenders, and the Agent have entered into
that certain Third Amended and Restated Credit Agreement dated as of January 5,
2007 (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 to replace Schedule 6.11 of the Credit Agreement; and
Whereas, the Majority 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 Majority 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
1
DAY OF EACH FISCAL QUARTER SET FORTH BELOW OF NOT LESS THAN THE AMOUNT SET FORTH
BELOW OPPOSITE EACH SUCH PERIOD:
Period Ending
EBITDA
Four Fiscal Quarters ending in January 2007
$
(25,000,000.00
)
Four Fiscal Quarters ending in April 2007
$
(40,000,000.00
)
Four Fiscal Quarters ending in July 2007
$
(25,000,000.00
)
Four Fiscal Quarters ending in October 2007
$
0.00
Four Fiscal Quarters ending in January 2008
$
15,000,000.00
Four Fiscal Quarters ending in April 2008 and each Fiscal Quarter ending in
July, October, January and April thereafter
$
43,000,000.00
1.2
AMENDMENT TO SCHEDULE 6.11.
SCHEDULE 6.11 SHALL BE AMENDED