FOR THE ACCOUNT OF A BORROWER ONE OR MORE
ADDITIONAL COMMERCIAL/DOCUMENTARY AND STANDBY LETTERS OF CREDIT (EACH A "LETTER
OF CREDIT") UNLESS OTHERWISE AGREED TO BY THE AGENT AND THE REQUIRED LENDERS,
LIMITED TO (X) EXISTING LETTERS OF CREDIT, AS THE SAME MAY BE EXTENDED, AMENDED
OR MODIFIED FROM TIME TO TIME IN ACCORDANCE WITH THE TERMS HEREOF SO LONG AS THE
FACE AMOUNT THEREOF IS NOT INCREASED OTHER THAN IN CONNECTION WITH SUBCLAUSE
(I)(Y) OR THE PROVISO BELOW AND (Y) AN ADDITIONAL AMOUNT OF $150,000 OF
ADDITIONAL LETTERS OF CREDIT AND/OR INCREASES IN THE FACE
7
AMOUNT OF EXISTING LETTERS OF CREDIT SOLELY FOR THE PURPOSE OF SUPPORTING
MANUFACTURING LICENSING IN CONNECTION WITH THE COMMENCEMENT OF SHIPPING
ACTIVITIES INTO A STATE IN WHICH FLEETWOOD AND THE BORROWERS DO NOT PRESENTLY
SHIP AND (II) TO PROVIDE CREDIT SUPPORT OR OTHER ENHANCEMENT TO A LETTER OF
CREDIT ISSUER ACCEPTABLE TO THE AGENT, WHICH ISSUES A LETTER OF CREDIT THAT
COMPLIES WITH CLAUSE (I) ABOVE FOR THE ACCOUNT OF A BORROWER (ANY SUCH CREDIT
SUPPORT OR ENHANCEMENT BEING HEREIN REFERRED TO AS A "CREDIT SUPPORT") FROM TIME
TO TIME DURING THE TERM OF THIS AGREEMENT; PROVIDED THAT, NOTWITHSTANDING THE
FOREGOING, AMENDMENTS, MODIFICATIONS AND/OR INCREASES IN THE FACE AMOUNT OF
EXISTING LETTERS OF CREDIT SHALL BE PERMITTED TO THE EXTENT MANDATED BY A STATE
IN ORDER TO CONTINUE WITH WORKERS' COMPENSATION SELF INSURANCE PROGRAMS.
WITH
RESPECT TO EACH EXISTING LETTER OF CREDIT, EACH SHALL BE DEEMED TO HAVE BEEN
REQUESTED AND ISSUED PURSUANT TO THIS AGREEMENT, AND THE OBLIGATIONS OF
SECTION 1.4(B) THROUGH (D) OF THIS AGREEMENT SHALL BE BEEN DEEMED TO HAVE BEEN
SATISFIED WITH RESPECT TO EACH SUCH EXISTING LETTERS OF CREDIT.
(B)
AMOUNTS; OUTSIDE EXPIRATION DATE.
THE AGENT SHALL NOT HAVE ANY
OBLIGATION TO ISSUE OR CAUSE TO BE ISSUED ANY LETTER OF CREDIT OR TO PROVIDE
CREDIT SUPPORT FOR ANY LETTER OF CREDIT AT ANY TIME IF: (I) THE MAXIMUM FACE
AMOUNT OF THE REQUESTED LETTER OF CREDIT IS GREATER THAN THE UNUSED LETTER OF
CREDIT SUBFACILITY AT SUCH TIME; (II) THE MAXIMUM UNDRAWN AMOUNT OF THE
REQUESTED LETTER OF CREDIT AND ALL COMMISSIONS, FEES, AND CHARGES DUE FROM THE
BORROWERS IN CONNECTION WITH THE OPENING THEREOF WOULD EXCEED THE AVAILABILITY
AT SUCH TIME; OR (III) THE REQUESTED LETTER OF CREDIT HAS AN EXPIRATION DATE
LESS THAN THIRTY (30) DAYS PRIOR TO THE STATED TERMINATION DATE OR MORE THAN
TWELVE (12) MONTHS FROM THE DATE OF ISSUANCE FOR STANDBY LETTERS OF CREDIT AND
ONE HUNDRED AND EIGHTY (180) DAYS FOR DOCUMENTARY LETTERS OF CREDIT.
WITH
RESPECT TO ANY LETTER OF CREDIT WHICH CONTAINS ANY "EVERGREEN" OR AUTOMATIC
RENEWAL PROVISION, EACH LENDER SHALL BE DEEMED TO HAVE CONSENTED TO ANY SUCH
EXTENSION OR RENEWAL UNLESS ANY REVOLVING CREDIT LENDER SHALL HAVE PROVIDED TO
THE AGENT WRITTEN NOTICE THAT IT DECLINES TO CONSENT TO ANY SUCH EXTENSION OR
RENEWAL AT LEAST THIRTY (30) DAYS (THE "LETTER OF CREDIT LENDER INDICATION
DATE") PRIOR TO THE DATE ON WHICH THE LETTER OF