previously amended and restated by the Existing
Credit Agreement) in its entirety for the purpose of making the amendments
reflected herein.
WHEREAS, Lenders have agreed to amend and restate the Original Credit Agreement
(as the same has been previously amended and restated by the Existing Credit
Agreement) in its entirety for the purpose of making the amendments reflected
herein, which amendment and restatement shall become effective on the Closing
Date upon satisfaction of the conditions precedent set forth herein.
WHEREAS, the Term Lenders have agreed to make a term loan to FMC upon the terms
and conditions set forth in this Agreement.
WHEREAS, Borrowers desire to continue to guarantee and secure all of the
Obligations hereunder and under the other Loan Documents to the extent so
guaranteed and secured under the Existing Credit Agreement and the Loan
Documents, as in effect prior to the date hereof, and as further provided
herein.
WHEREAS, the Guarantors have agreed to continue to guarantee and secure the
Obligations hereunder and under the other Loan Documents to the extent so
guaranteed and secured under the Existing Credit Agreement and the Loan
Documents, as in effect prior to the date hereof, and as further provided
herein.
NOW, THEREFORE, in consideration of the mutual conditions and agreements set
forth in this Agreement, and for good and valuable consideration, the receipt of
which is hereby acknowledged, the Lenders, the Agent, Fleetwood and the
Borrowers hereby agree as follows:
ARTICLE 1
LOANS AND LETTERS OF CREDIT
1.1
TOTAL FACILITY.
SUBJECT TO ALL OF THE TERMS
AND CONDITIONS OF THIS AGREEMENT, THE LENDERS AGREE TO MAKE AVAILABLE A TOTAL
CREDIT FACILITY OF UP TO $212,000,000 (THE "TOTAL FACILITY") TO THE BORROWERS
FROM TIME TO TIME DURING THE TERM OF THIS AGREEMENT; PROVIDED THAT THE TOTAL
FACILITY SHALL BE INCREASED TO A TOTAL AMOUNT OF UP TO $237,000,000 FOR THE
PERIOD FROM AND INCLUDING DECEMBER 1 THROUGH AND INCLUDING APRIL 30 OF EACH
CALENDAR YEAR.
THE TOTAL FACILITY SHALL BE COMPOSED OF A REVOLVING LINE OF
CREDIT CONSISTING OF REVOLVING LOANS AND LETTERS OF CREDIT AND THE TERM LOAN
DESCRIBED HEREIN.
ON THE CLOSING DATE, THE LENDERS (DIRECTLY OR THROUGH FUNDING
AND SETTLEMENT BY THE AGENT) SHALL PURCHASE AND ASSUME THE REVOLVING CREDIT
COMMITMENTS (AS DEFINED IN THE EXISTING CREDIT AGREEMENT) AND THE EXISTING LOANS
FROM THE EXISTING LENDERS AT PAR, FREE AND CLEAR OF ADVERSE CLAIMS,
PARTICIPATIONS OR OTHER ENCUMBRANCES, WHICH EXISTING COMMITMENTS AND EXISTING
LOANS AND THE EXISTING CREDIT AGREEMENT SHALL BE (IMMEDIATELY UPON SUCH PURCHASE
AND ASSUMPTION BY THE LENDERS) AMENDED AND RESTATED IN THEIR ENTIRETY AS MORE
PARTICULARLY DESCRIBED HEREIN, AND NEITHER THE LOAN PARTIES NOR THE LENDERS
SHALL BE SUBJECT TO OR BOUND BY ANY OF THE TERMS OR PROVISIONS OF THE EXISTING
2
CREDIT AGREEMENT (OTHER THAN SUCH TERMS OR PROVISIONS THAT ARE TO SURVIVE
TERMINATION OF THE EXISTING CREDIT AGREEMENT OR THE PAYMENT OF THE OBLIGATIONS
AS PROVIDED BY THE EXPRESS TERMS OF THE EXISTING CREDIT AGREEMENT) AND SHALL
ONLY BE SUBJECT TO