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EXHIBIT 4.9
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COMMON SECURITIES GUARANTEE AGREEMENT
FLEETWOOD ENTERPRISES, INC.
Dated as of [__________], 2002
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COMMON SECURITIES GUARANTEE AGREEMENT
This COMMON SECURITIES GUARANTEE AGREEMENT (the "Common Securities
Guarantee"), dated as of [___________], 2002, is executed and delivered by
Fleetwood Enterprises, Inc., a Delaware corporation (the "Guarantor"), for the
benefit of the Holders (as defined herein) from time to time of Common
Securities (as defined in the Declaration) of Fleetwood Capital Trust II, a
Delaware statutory business trust (the "Issuer").
WHEREAS, pursuant to an Amended and Restated Declaration of Trust (the
"Declaration"), dated as of [_________], 2002, among the trustees named therein,
the Guarantor, as Sponsor, and the holders from time to time of undivided
beneficial interests in the assets of the Issuer, the Issuer is issuing on the
date hereof [_______] Common Securities, having an aggregate stated liquidation
amount of $[_________];
WHEREAS, as incentive for the Holders to purchase the Common
Securities, the Guarantor desires to irrevocably and unconditionally agree, to
the extent set forth in this Common Securities Guarantee, to pay to the Holders
of the Common Securities the Guarantee Payments (as defined herein) and to make
certain other payments on the terms and conditions set forth herein; and
WHEREAS, the Guarantor is also executing and delivering a preferred
securities guarantee agreement (the "Preferred Securities Guarantee") in
substantially identical terms to this Common Securities Guarantee for the
benefit of the holders of the Preferred Securities (as defined in the
Declaration), except that if an event of default under the Indenture has
occurred and is continuing, the rights of holders of the Common Securities to
receive Guarantee Payments under this Common Securities Guarantee are
subordinated to the rights of holders of Preferred Securities, among others, to
receive Guarantee Payments under the Preferred Securities Guarantee.
NOW, THEREFORE, in consideration for the purchase by each Holder of
Common Securities, which purchase the Guarantor hereby agrees shall benefit the
Guarantor, the Guarantor executes and delivers this Common Securities Guarantee
for the benefit of the Holders.
ARTICLE I
DEFINITIONS AND INTERPRETATION
SECTION 1.1. DEFINITIONS AND INTERPRETATION. In this Common Securities
Guarantee, unless the context otherwise requires:
(a) Capitalized terms used in this Common Securities Guarantee
but not defined in the preamble above shall have the respective
meanings assigned to them in this Section 1.1;
(b) Terms defined in the Declaration as of the date of
execution of this Common Securities Guarantee shall have the same
meanings when used in this
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Common Securities Guarantee unless otherwise defined in this Common
Securities Guarantee;
(c) A term defined anywhere in this Common Securities
Guarantee shall have the same meaning throughout;
(d) All references to "the Common Securities Guarantee" or
"this Common Securities Guarantee" are to this Common Securities
Guarantee as modified, supplemented or amended from time to time;
(e) All references in this Common Securities Guarantee to
Articles and Sections are to Articles and Sections of this Common
Securities Guarantee unless otherwise specified; and
(f) A reference to the singular includes the plural and vice
versa.
"DEBENTURES" means the series of convertible subordinated debt
securities of the Guarantor designated the 9.75% Convertible Subordinated
Debentures Due February 15, 2013 held by the Property Trustee of the Issuer.
"EXISTING COMMON SECURITIES GUARANTEE" has the same meaning as given to
that term in the Indenture.
"EXISTING DEBENTURES" has the same meaning as given to that term in the
Indenture.
"EXISTING PREFERRED SECURITIES GUARANTEE" has the same meaning as given
to that term in the Indenture.
"FLEETWOOD COMMON STOCK" means shares of Fleetwood Enterprises, Inc.,
common stock, par value $1.00 per share.
"GUARANTEE PAYMENTS" means the following payments or distributions,
without duplication, with respect to the Common Securities, to the extent not
paid or made by the Issuer: (i) any accumulated and unpaid Distributions (as
defined in the Declaration) that are required to be paid on the Common
Securities to the extent the Issuer shall have funds available therefor; (ii)
the amount payable upon redemption of the Common Securities to the extent the
Issuer shall have funds available therefor, with respect to any Common
Securities called for redemption by the Issuer; and (iii) upon a liquidation of
the Issuer, the lesser of (a) the aggregate of the liquidation amount and all
accumulated and unpaid Distributions on the Common Securities to the date of
payment, to the extent the Issuer has funds available therefor, and (b) the
amount of assets of the Issuer remaining available for distribution to Holders
of the Common Securities (in either case, the "Liquidation Distribution").
"HOLDER" shall mean any holder, as registered on the books and records
of the Issuer, of any Common Securities.
"INDENTURE" shall mean the Indenture dated as of [_________], 2002, by
and between the Guarantor and The Bank of New York, not in its individual
capacity but solely as trustee, and
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any indenture supplemental thereto pursuant to which the Debentures are to be
issued to the Property Trustee of the Issuer.
"SENIOR INDEBTEDNESS" means (a) any liability of the Guarantor (1) for
borrowed money or under any reimbursement obligation relating to a letter of
credit, surety bond or similar instrument, (2) evidenced by a bond, note,
debenture or similar instrument, (3) for obligations to pay the deferred
purchase price of property or services, except trade accounts payable arising in
the ordinary course of business, (4) for the payment of money relating to a
capitalized lease obligation, or (5) for the payment of money under any Swap
Agreement; (b) any liability of others described in the preceding clause (a)
that the Guarantor has guaranteed or that is otherwise its legal liability; and
(c) any deferral, renewal, extension or refunding of any liability of the types
referred to in clauses (a) and (b) above, unless, in the instrument creating or
evidencing any such liability referred to in clause (a) or (b) above or any such
deferral, renewal, extension or refunding referred to in clause (c) above or
pursuant to which the same is outstanding, it is expressly provided that such
liability, deferral, renewal, extension or refunding is subordinate in right of
payment to all other indebtedness of the Guarantor or is not senior or prior in
right of payment to the Debentures or ranks PARI PASSU with or subordinate to
the Debentures in right of payment; and PROVIDED that the Debentures shall not
constitute Senior Indebtedness; and PROVIDED, FURTHER, that Senior Indebtedness
shall not include any indebtedness or guarantees between or among the Guarantor
or its affiliates, including all debt securities or guarantees in respect of
those debt securities issued to any trust (including the Issuer), trustee of a
trust (including the Issuer), partnership, limited liability company or other
person affiliated with the Guarantor that is a financing vehicle of the
Guarantor (a "Financing Entity") in connection with the issuance by such
Financing Entity of preferred securities unless otherwise expressly provided in
the instrument creating or evidencing such indebtedness, debt securities or
guarantees, as the case may be, or pursuant to which the same is outstanding.
For avoidance of doubt, none of the Preferred Securities Guarantee, this Common
Securities Guarantee, the Existing Debentures, the Existing Preferred Securities
Guarantee and the Existing Common Securities Guarantee shall constitute Senior
Indebtedness. The Indenture does not limit or prohibit the incurrence of Senior
Indebtedness by the Guarantor. Senior Indebtedness may include debt securities,
indebtedness and other obligations that constitute "Senior Indebtedness" for
purposes of (and which are therefore senior in right of payment to) the
Debentures but which are subordinate in right of payment to certain other
indebtedness and obligations of the Guarantor. In that regard, the Guarantor may
issue other debt securities or incur other indebtedness or obligations which are
referred to or designated as "subordinated" securities, indebtedness or
obligations but which may constitute Senior Indebtedness for purposes of the
Indenture.
"SWAP AGREEMENT" means any financial agreement designed to manage the
Guarantor's exposure to fluctuations in interest rates or credit conditions,
currency exchange rates or commodity prices, including without limitation swap
agreements, option agreements, cap agreements, floor agreements, collar
agreements, credit swaps and forward purchase agreements.
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ARTICLE II
GUARANTEE
SECTION 2.1. GUARANTEE. The Guarantor irrevocably and unconditionally
agrees, to the extent set forth herein, to pay in full to the Holders the
Guarantee Payments (without duplication of amounts theretofore paid by the
Issuer), as and when due, regardless of any defense, right of set-off or
counterclaim which the Issuer may have or assert. The Guarantor's obligation to
make a Guarantee Payment may be satisfied by direct payment of the required
amounts by the Guarantor to the Holders or by causing the Issuer to pay such
amounts to the Holders.
SECTION 2.2. SUBORDINATION. If an event of default under the Indenture
has occurred and is continuing, the rights of Holders of the Common Securities
to receive Guarantee Payments under this Common Securities Guarantee are
subordinated to the rights of Holders of Preferred Securities to receive
Guarantee Payments under the Preferred Securities Guarantee.
SECTION 2.3. WAIVER OF NOTICE AND DEMAND. The Guarantor hereby waives
notice of acceptance of this Common Securities Guarantee and of any liability to
which it applies or may apply, presentment, demand for payment, any right to
require a proceeding first against the Issuer or any other Person before
proceeding against the Guarantor, protest, notice of nonpayment, notice of
dishonor, notice of redemption and all other notices and demands.
SECTION 2.4. OBLIGATIONS NOT AFFECTED. The obligations, covenants,
agreements and duties of the Guarantor under this Common Securities Guarantee
shall in no way be affected or impaired by reason of the happening from time to
time of any of the following:
(a) the release or waiver, by operation of law or otherwise,
of the performance or observance by the Issuer of any express or
implied agreement, covenant, term or condition relating to the Common
Securities to be performed or observed by the Issuer;
(b) the extension of time for the payment by the Issuer of all
or any portion of the Distributions, the amount payable upon
redemption, the Liquidation Distribution or any other sums payable
under the terms of the Common Securities or the extension of time for
the performance of any other obligation under, arising out of, or in
connection with, the Common Securities (other than an extension of time
for payment of Distributions, the amount payable upon redemption, the
Liquidation Distribution or other sum payable that results from the
extension of any interest payment period on the Debentures permitted by
the Indenture);
(c) any failure, omission, delay or lack of diligence on the
part of the Holders to enforce, assert or exercise any right,
privilege, power or remedy conferred on the Holders pursuant to the
terms of the Common Securities, or any action on the part of the Issuer
granting indulgence or extension of any kind;
(d) the voluntary or involuntary liquidation, dissolution,
sale of any collateral, receivership, insolvency, bankruptcy,
assignment for the benefit of
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creditors, reorganization, arrangement, composition or readjustment of
debt of, or other similar proceedings affecting the Issuer or any of
the assets of the Issuer;
(e) any invalidity of, or defect or deficiency in, the Common
Securities;
(f) the settlement or compromise of any obligation guaranteed
hereby or hereby incurred; or
(g) any other circumstance whatsoever that might otherwise
constitute a legal or equitable discharge or defense of a guarantor, it
being the intent of this Section 2.4 that the obligations of the
Guarantor hereunder shall be absolute and unconditional under any and
all circumstances.
There shall be no obligation of the Holders or any other Person to give notice
to, or obtain consent of, the Guarantor with respect to the happening of any of
the foregoing.
SECTION 2.5. RIGHTS OF HOLDERS. The Guarantor expressly acknowledges
that any Holder of Common Securities may institute a legal proceeding directly
against the Guarantor to enforce its rights under this Common Securities
Guarantee, without first instituting a legal proceeding against the Issuer or
any other Person.
SECTION 2.6. GUARANTEE OF PAYMENT. This Common Securities Guarantee
creates a guarantee of payment and not of collection.
SECTION 2.7. SUBROGATION. The Guarantor shall be subrogated to all (if
any) rights of the Holders of Common Securities against the Issuer in respect of
any amounts paid to such Holders by the Guarantor under this Common Securities
Guarantee; PROVIDED, HOWEVER, that the Guarantor shall not (except to the extent
required by mandatory provisions of law) be entitled to enforce or exercise any
rights which it may acquire by way of subrogation or any indemnity,
reimbursement or other agreement, in all cases as a result of payment under this
Common Securities Guarantee, if, at the time of any such payment, any amounts
are due and unpaid under this Common Securities Guarantee. If any amount shall
be paid to the Guarantor in violation of the preceding sentence, the Guarantor
agrees to hold such amount in trust for the Holders and to pay over such amount
to the Holders.
SECTION 2.8. INDEPENDENT OBLIGATIONS. The Guarantor acknowledges that
its obligations hereunder are independent of the obligations of the Issuer with
respect to the Common Securities and that the Guarantor shall be liable as
principal and as debtor hereunder to make Guarantee Payments pursuant to the
terms of this Common Securities Guarantee notwithstanding the occurrence of any
event referred to in subsections (a) through (g), inclusive, of Section 2.4
hereof.
SECTION 2.9. CONVERSION. The Guarantor acknowledges its obligation to
issue and deliver shares of Fleetwood Common Stock upon the conversion of the
Common Securities.
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ARTICLE III
LIMITATION OF TRANSACTIONS; SUBORDINATION
SECTION 3.1. LIMITATION OF TRANSACTIONS. So long as any Common
Securities remain outstanding, if (i) the Guarantor has exercised its option to
defer interest payments on the Debentures and such deferral is continuing, (ii)
the Guarantor shall be in default with respect to its payment or other
obligations under this Common Securities Guarantee or any event of default under
the Declaration or (iii) there shall have occurred and be continuing any event
that, with the giving of notice or the lapse of time or both, would constitute
an event of default under the Indenture, then (a) the Guarantor shall not
declare or pay dividends on, or make distributions with respect to, or redeem,
purchase or acquire, or make a liquidation payment with respect to, any of its
capital stock (other than (A) (i) purchases or acquisitions of shares of the
Guarantor's capital stock (or capital stock equivalents) in connection with the
satisfaction by the Guarantor of its obligations under any officers, directors
or employee benefit plans existing on the date hereof (or any options or other
instruments issued thereunder) or the satisfaction by the Guarantor of its
obligations pursuant to any contract or security existing on the date hereof
requiring the Guarantor to purchase shares of the Guarantor's capital stock (or
capital stock equivalents), (ii) purchases of shares of the Guarantor's capital
stock (or capital stock equivalents) from officers, directors or employees of
the Guarantor or its subsidiaries pursuant to employment agreements existing on
the date hereof or upon termination of employment or retirement, (iii) as a
result of a reclassification, combination or subdivision of the Guarantor's
capital stock or the exchange or conversion of one class or series of the
Guarantor's capital stock for another class or series of the Guarantor's capital
stock, (iv) dividends or distributions of shares of common stock on common
stock, (v) the purchase of fractional interests in shares of the Guarantor's
capital stock pursuant to the conversion or exchange provisions of such capital
stock or any security being converted or exchanged into such capital stock, (vi)
purchases or other acquisitions of common stock in connection with a dividend
reinvestment or other similar plan existing on the date hereof, or (vii) any
dividend or distribution of capital stock (or capital stock equivalents) in
connection with the implementation of a stockholders rights plan existing on the
date hereof, or the issuance of stock under any such plan in the future, or the
redemption or repurchase of any such rights pursuant thereto, or (B) guarantee
payments made with respect to any of the foregoing), (b) the Guarantor shall not
make any payment of interest, principal or premium, if any, on or repay,
repurchase or redeem any Debentures issued by the Guarantor that rank PARI PASSU
with or junior to the Debentures and (c) the Guarantor shall not make any
guarantee payments with respect to the foregoing (other than pursuant to the
Preferred Securities Guarantee or this Common Securities Guarantee).
SECTION 3.2. RANKING. This Common Securities Guarantee will constitute
an unsecured obligation of the Guarantor and will rank (i) subordinate and
junior in right of payment to all Senior Indebtedness of the Guarantor, (ii)
PARI PASSU in right of payment with the most senior preferred or preference
stock now or hereafter issued by the Guarantor, of which, as of the date hereof,
there is none outstanding, and with any guarantee now or hereafter entered into
by the Guarantor in respect of any preferred or preference stock of any
affiliate of the Guarantor, (iii) senior to the Existing Debentures, the
Existing Preferred Securities Guarantee and the Existing Common Securities
Guarantee and (iv) senior to the Fleetwood Common Stock. The terms of the Common
Securities provide that each holder of Common Securities by
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acceptance thereof agrees to the subordination provisions and other terms of the
Guarantee relating thereto.
ARTICLE IV
TERMINATION
SECTION 4.1. TERMINATION. This Common Securities Guarantee shall
terminate as to each Holder upon (i) full payment of the amount payable upon
redemption of such Holder's Common Securities, (ii) the distribution of the
Fleetwood Common Stock to such Holders in respect of the conversion of such
Holder's Common Securities into the Fleetwood Common Stock or (iii) the
distribution of the Debentures to the Holders of all of the Common Securities,
and will terminate completely upon full payment of the amounts payable in
accordance with the Declaration upon liquidation of the Issuer. Notwithstanding
the foregoing, this Common Securities Guarantee will continue to be effective or
will be reinstated, as the case may be, if at any time any Holder of Common
Securities must restore payment of any sums paid under the Common Securities or
under this Common Securities Guarantee.
ARTICLE V
MISCELLANEOUS
SECTION 5.1. SUCCESSORS AND ASSIGNS. All guarantees and agreements
contained in this Common Securities Guarantee shall bind the successors,
assigns, receivers, trustees and representatives of the Guarantor and shall
inure to the benefit of the Holders of the Common Securities then outstanding.
Except in connection with any permitted merger or consolidation of the Guarantor
with or into another entity or any permitted sale, transfer or lease of the
Guarantor's assets to another entity, the Guarantor may not assign its rights or
delegate its obligations under the Common Securities Guarantee without the prior
approval of the Holders of at least 66-2/3% of the aggregate stated liquidation
amount of the Common Securities then outstanding.
SECTION 5.2. AMENDMENTS. Except with respect to any changes that do not
materially adversely affect the rights of Holders (in which case no consent of
Holders will be required), this Common Securities Guarantee may be amended only
with the prior approval of the Holders of at least 66-2/3% in aggregate stated
liquidation amount of all the outstanding Common Securities. The provisions of
Section 12.2 of the Declaration with respect to meetings of Holders of the
Securities apply to the giving of such approval.
SECTION 5.3. NOTICES. All notices provided for in this Common
Securities Guarantee shall be in writing, duly signed by the party giving such
notice, and shall be delivered, telecopied or mailed by registered or certified
mail, as follows:
(a) if given to the Issuer, in care of the Regular
Trustees at the Issuer's mailing address set forth
below (or such other address as the Issuer may give
notice of to the Holders of the Common Securities):
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Fleetwood Enterprises, Inc.
3125 Myers Street
Riverside, California 92503
Attention: Fleetwood Capital Trust II
Regular Trustees
(b) if given to the Guarantor, at the Guarantor's mailing
address set forth below (or such other address as the
Guarantor may give notice of to the Holders of the
Common Securities):
Fleetwood Enterprises, Inc.
3125 Myers Street
Riverside, California 92503
Attention: General Counsel
(c) if given to any Holder of Common Securities, at the
Holder's address set forth on the books and records
of the Issuer.
All such notices shall be deemed to have been given when received in
person, telecopied with receipt confirmed, or mailed by first class mail,
postage prepaid, except that if a notice or other document is refused delivery
or cannot be delivered because of a changed address of which no notice was
given, such notice or other document shall be deemed to have been delivered on
the date of such refusal or inability to deliver.
SECTION 5.4. BENEFIT. This Common Securities Guarantee is solely for
the benefit of the Holders and is not separately transferable from the Common
Securities.
SECTION 5.5. GOVERNING LAW. THIS COMMON SECURITIES GUARANTEE SHALL BE
GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.
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THIS COMMON SECURITIES GUARANTEE is executed as of the day and year
first above written.
FLEETWOOD ENTERPRISES, INC.,
as Guarantor
By:
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Name: Nelson W. Potter
Title: President and Chief Executive
Officer