Exhibit 99.1
AMENDMENT NUMBER FIVE
to the
Master Loan and Security Agreement
Dated as of December 30, 2003
between
HOMEONE FUNDING I
and
GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.
This AMENDMENT NUMBER FIVE is made this 6th day of July, 2005, between
HOMEONE FUNDING I, having an address at 2150 West 18th Street, Houston, Texas
77008 (the "Borrower") and GREENWICH CAPITAL FINANCIAL PRODUCTS, INC., having
an address at 600 Steamboat Road, Greenwich, Connecticut 06830 (the
"Lender"), to the Master Loan and Security Agreement, dated as of December
30, 2003, by and between the Borrower and the Lender, as amended (the
"Agreement"). Capitalized terms used but not otherwise defined herein shall
have the meanings assigned to such terms in the Agreement.
RECITALS
WHEREAS, the Borrower and Fleetwood Enterprises, Inc. (the "Guarantor")
have requested that the Lender provide a waiver letter dated as July 6, 2005
(the "Waiver Letter"), between the Lender and the Guarantor, to modify
certain financial covenants in that certain Guaranty, dated as of December
30, 2003, between the Lender and the Guarantor;
WHEREAS, in order to induce the Lender to execute such Waiver Letter and
in consideration of the Lender's agreement to execute such Waiver Letter, the
Borrower has agreed to amend the Agreement to terminate the Borrower's right
to request Advances thereunder after August 15, 2005;
WHEREAS, as of the date of this Amendment, the Borrower represents to
the Lender that it is in compliance with all of the representations and
warranties and all of the affirmative and negative covenants set forth in the
Agreement and is not in default under the Agreement; and
WHEREAS, the Borrower and the Lender have agreed to amend the Agreement
as set forth herein.
NOW THEREFORE, for good and valuable consideration (including, without
limitation, the Lender's agreement to provide the Waiver Letter), the receipt
and sufficiency of which are hereby acknowledged, and for the mutual
covenants herein contained, the parties hereto hereby agree as follows:
SECTION 1. Section 2.01 of the Agreement is hereby modified by deleting
such section in its entirety and replacing it with the following:
2.01 Advances.
(a) Subject to fulfillment of the conditions precedent set
forth in Sections 5.01 and 5.02 hereof, and provided that no Default
or Event or Default shall have occurred and be continuing hereunder, the
Lender agrees from time to time, on the terms and conditions of this
Loan Agreement, to make loans (individually, an "Advance"; collectively,
the "Advances") to the Borrower in Dollars, on any Business Day
from and including the Effective Date to but excluding August 15, 2005
in an aggregate principal amount at any one time outstanding up to but
not exceeding the lesser of (i) the Maximum Credit (which shall be
further subject to the limitations in the definition of Collateral
Value) and (ii) the Borrowing Base as in effect from time to time.
(b) Subject to the terms and conditions of this Loan Agreement,
during the period from the Effective Date to and including August 15,
2005 the Borrower may borrow, repay and reborrow hereunder.
(c) Notwithstanding any other provision herein to the contrary,
in no event shall an Advance be made when any Default or Event of
Default has occurred and is continuing or at any time following August
15, 2005.
(d) The Lender may, but shall not be required to make more than
one Advance in any calendar week or to make any Advance of less than
$500,000.
SECTION 2. Section 2.03 of the Agreement is hereby modified by
deleting subpart (a) in its entirety and replacing it with the following:
(a) The Borrower may request a borrowing to be secured by any
Contracts or Mortgage Loans hereunder, on any Business Day during the
period from and including the Effective Date to but excluding August 15,
2005, by delivering to the Lender, with a copy to the Custodian, an
Asset Data Transmission and an irrevocable Notice of Borrowing and
Pledge substantially in the form of Exhibit D hereto (a "Notice of
Borrowing and Pledge"), appropriately completed, which must be received
no later than 5:00 p.m (eastern time) two Business Days prior to the
requested Funding Date. Such Notice of Borrowing and Pledge shall
include an Asset List in respect of the Eligible Assets that the
Borrower proposes to pledge to the Lender and to be included in the
Borrowing Base in connection with such borrowing.
SECTION 3. Defined Terms. Any terms capitalized but not otherwise
defined herein shall have the respective meanings set forth in the Agreement.
SECTION 4. Limited Effect. Except as amended hereby, the Agreement
shall continue in full force and effect in accordance with its terms.
Reference to this Amendment need not be made in the Agreement or any other
instrument or document executed in connection therewith, or in any
certificate, letter or communication issued or made pursuant to, or with
respect to, the Agreement, any reference in any of such items to the
Agreement being sufficient to refer to the Agreement as amended hereby.
SECTION 5. Representations. The Borrower hereby represents to the
Lender that as of the date hereof, the Borrower is in full compliance with
all of the terms and conditions of the Agreement and no Default or Event of
Default has occurred and is continuing under the Agreement.
SECTION 6. Governing Law. This Amendment Number Five shall be
construed in accordance with the laws of the State of New York and the
obligations, rights, and remedies of the parties hereunder shall be
determined in accordance with such laws without regard to conflict of laws
doctrine applied in such state (other than Sections 5-1401 and 5-1402 of the
New York General Obligations Law).
SECTION 7. Counterparts. This Amendment Number Five may be executed
by each of the parties hereto on any number of separate counterparts, each of
which shall be an original and all of which taken together shall constitute
one and the same instrument.
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IN WITNESS WHEREOF, the Borrower and the Lender have caused this
Amendment Number Five to be executed and delivered by their duly authorized
officers as of the day and year first above written.
HOMEONE FUNDING I
(Borrower)
By: Wilmington Trust Company not in its
individual capacity but solely as
Owner Trustee
By: /s/ R.L. Simpson
Name: Rachel L. Simpson
Title: Financial Services Officer
GREENWICH CAPITAL FINANCIAL PRODUCTS,
INC.
(Lender)
By: /s/ Jon Stapleton
Name: Jon Stapleton
Title: Vice President
Acknowledged and Accepted:
HOMEONE CREDIT CORP.
(Guarantor)
By: /s/ Leonard J. McGill
Name: Leonard J. McGill
Title: Senior Vice President
FLEETWOOD ENTERPRISES, INC.
(Guarantor)
By: /s/ Leonard J. McGill
Name: Leonard J. McGill
Title: Senior Vice President