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EXHIBIT 10.4
YIELD SUPPLEMENT AGREEMENT
__________, 199
____________________
____________________
____________________
____________________
Ladies and Gentlemen:
Fleetwood Credit Corp., a California corporation ("Fleetwood Credit"),
hereby confirms arrangements made as of the date hereof with you to be
effective upon receipt by us of the enclosed copy of this letter agreement (the
"Yield Supplement Agreement"), executed by you. Capitalized terms used herein
and not otherwise defined herein shall have the meanings ascribed thereto in
that certain sale and servicing agreement, dated as of ________ 1, 199 (the
"Agreement"), among Fleetwood Credit Receivables Corp., a California
corporation ("FCRC"), as seller (the "Seller"), Fleetwood Credit, as servicer
(the "Servicer"), and the Fleetwood Credit RV Receivables 199 - Owner Trust
(the "Trust").
1. On or prior to each Determination Date, by delivery of a
Servicer's Certificate pursuant to Section 5.08 of the Agreement, the Servicer
shall notify the Owner Trustee of the Yield Supplement Deposit Amount for the
related Distribution Date.
2. To the extent that the amount on deposit in the Yield Supplement
Account is less than the Yield Supplement Deposit Amount for the related
Distribution Date, we agree to make a payment to the Owner Trustee of
additional amounts until the amount on deposit therein equals the Yield
Supplement Deposit Amount by wire transfer of same day funds, to such account
as the Owner Trustee may designate in writing to us no later than ___:00 __.M.,
________ time, on the Business Day immediately preceding such Distribution
Date.
3. Our agreement set forth in this Yield Supplement Agreement is our
primary obligation and such obligation is irrevocable, absolute and
unconditional, shall not be subject to any counterclaim, setoff or defense
(other than full and strict compliance by us with our obligations hereunder)
and shall remain in full force and effect without regard to, and shall not be
released, discharged or in any way affected by, any circumstances or condition
whatsoever.
4. The Owner Trustee's interest in this Yield Supplement Agreement
shall be transferable to any Owner Trustee or successor Owner Trustee under the
Agreement.
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5. This Yield Supplement Agreement will be governed by and construed
in accordance with the internal laws of the State of California.
6. Except as otherwise provided in the Agreement, this Yield
Supplement Agreement shall terminate on the earlier to occur of (a) termination
of the Agreement pursuant to Section 10.01 thereof and (b) the Certificate
Final Scheduled Distribution Date.
7. Except as otherwise provided herein, all notices pursuant to this
Yield Supplement Agreement shall be in writing and shall be effective upon
receipt thereof. All notices shall be directed as set forth below, or to such
other address or to the attention of such other person as the relevant party
shall have designated for such purpose in a written notice.
Fleetwood Credit Receivables Corp.:
22840 Savi Ranch Parkway
Yorba Linda, California 92687
Attention: Senior Vice President
Fleetwood Credit Corp.:
22840 Savi Ranch Parkway
Yorba Linda, California 92687
Attention: Senior Vice President
The Owner Trustee:
_____________________
_____________________
_____________________
Attention: ____________
8. This Yield Supplement Agreement may be executed in one or more
counterparts and by the different parties hereto on separate counterparts, all
of which shall be deemed to be one and the same document.
9. In consideration for all future payments, if any, with respect to
Yield Supplement Amounts to the Trustee pursuant to paragraph 2 hereof, the
Owner Trustee shall pay to the Seller on the Closing Date under the Agreement
such amount as the Seller and the Owner Trustee shall separately agree.
10. This Agreement may not be assigned by the Seller or Fleetwood
Credit except as contemplated by this Section and the Agreement; provided,
however, that simultaneously with the execution and delivery of this Agreement,
the Seller shall assign all of its right, title and interest herein to the
Indenture Trustee for the benefit of the Noteholders, to which Fleetwood Credit
hereby expressly consents. Fleetwood Credit agrees to perform its obligations
hereunder for the benefit of the Trust and that the Owner Trustee may enforce
the provisions of this Agreement, exercise the rights of the Seller and enforce
the obligations of Fleetwood Credit hereunder without the consent of the
Seller.
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11. Fleetwood Credit and the Seller agree to do and perform, from
time to time, any and all acts and to execute any and all further instruments
required or reasonably requested by the other party hereto or by the Owner
Trustee more fully to effect the purposes of this Agreement.
If the foregoing satisfactorily sets forth the terms and conditions of
our agreement, please indicate your acceptance thereof by signing in the space
provided below and returning to us the enclosed duplicate original of this
letter.
Very truly yours,
FLEETWOOD CREDIT CORP.
By:
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Name:
Title:
Agreed and accepted
as of __________, 199
_________________________,
as Trustee
By:
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Name:
Title:
FLEETWOOD CREDIT RECEIVABLES CORP.
By:
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Name:
Title:
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