Common use of Subordinated Debt; Trust Securities Clause in Contracts

Subordinated Debt; Trust Securities. (a) Fleetwood will not, and will not permit any of its Subsidiaries to, amend, supplement or otherwise modify the terms of the Subordinated Debentures, the New Subordinated Debentures or the 2003 Subordinated Debentures, or any Guaranty thereof, or the Trust Securities or any Guaranty thereof or add any Guaranty of any other Credit Party. (b) Fleetwood will not, and will not permit any of its Subsidiaries to, make any cash payments or prepayments with respect to the Subordinated Debentures or the New Subordinated Debentures other than, subject to the subordination provisions contained therein, (A) mandatory payments of interest (including any additional amounts on the Subordinated Debentures and the New Subordinated Debentures) when due under the terms of the Subordinated Debentures and the New Subordinated Debentures, respectively (in each case, without acceleration), (B) fees, indemnification payments, expense reimbursements and other customary payments made to any trustee, conversion agent, transfer agent, exchange agent, paying agent, depositary or custodian for the Subordinated Debentures, the New Subordinated Debentures or the Trust Securities, or any agent or counsel for any of the foregoing, (C) mandatory prepayments in respect of fractional shares upon conversion of the Subordinated Debentures or the New Subordinated Debentures, as applicable, (D) any other mandatory payments of principal and/or interest (including any additional amounts) required under the terms of the indenture under which the Subordinated Debentures and the New Subordinated Debentures, as applicable, are issued and (E) so long as no Default or Event of Default has occurred and is continuing on the date of the payment thereof, both before and after giving effect to such payment, Fleetwood may make the payments and/or pay the fees described in Section 7.14 hereof. (c) Fleetwood will not, and will not permit any of its Subsidiaries to, make any cash payments or prepayments with respect to the 2003 Subordinated Debentures other than, subject to the subordination provisions contained therein, (A) mandatory payments of interest (including any additional amounts on the 2003 Subordinated Debentures and any Fleetwood common stock issued upon conversion thereof) when due under the terms of the 2003 Subordinated Debentures (without acceleration), (B) mandatory payments in respect of fractional shares upon conversion of 2003 Subordinated Debentures, (C) mandatory payments to satisfy repurchase obligations with respect to 2003 Subordinated Debentures upon a change of control (as defined in the indenture under which the 2003 Subordinated Debentures are issued), (D) fees, indemnification payments, expense reimbursements and other customary payments made to any trustee, conversion agent, transfer agent, exchange agent, paying agent, depositary or custodian for the 2003 Subordinated Debentures or any agent or counsel for any of the foregoing, (E) payment of customary fees and expenses related to registering for resale under the Securities Act of 1933 the 2003 Subordinated Debentures and the Fleetwood common stock into which such debentures are convertible and (F) any other mandatory payments of principal and/or interest (including any additional amounts) or mandatory repurchase payments required under the terms of the indenture under which the 2003 Subordinated Debentures are issued.

Subordinated Debt; Trust Securities. (a) Fleetwood will not, and will not permit any of its Subsidiaries to, amend, supplement or otherwise modify the terms of the Subordinated Debentures, the New Subordinated Debentures or the 2003 Subordinated Debentures, or any Guaranty thereof, or the Trust Securities or any Guaranty thereof or add any Guaranty of any other Credit Party. (bi) Fleetwood will not, and will not permit any of its Subsidiaries to, make any cash payments or prepayments with respect to the Subordinated Debentures or the New Subordinated Debentures Debt other than, subject to the subordination provisions contained therein, (A) mandatory payments of interest (including any additional amounts on the Subordinated Debentures and the New Subordinated Debentures) when due under the terms of the Subordinated Debentures and the New Subordinated Debentures, respectively (in each case, without acceleration), (B) fees, indemnification payments, expense reimbursements and other customary payments made to any trustee, conversion agent, transfer agent, exchange agent, paying agent, depositary or custodian for the Subordinated Debentures, the New Subordinated Debentures or the Trust Securities, or any agent or counsel for any of the foregoing, (C) mandatory prepayments in respect of fractional shares upon conversion of the Subordinated Debentures or the New Subordinated Debentures, as applicable, (D) any other mandatory payments of principal and/or interest (including any additional amounts) required under the terms of the indenture under which the Subordinated Debentures and the New Subordinated Debentures, as applicable, are issued and (E) so long as no Default or Event of Default has occurred and is continuing on the date of the payment thereofpayment, both before and after giving effect to such payment, and so long as Fleetwood may make has not elected to defer payment in accordance with the payments and/or pay the fees described in Section 7.14 hereof. (c) Fleetwood will notSubordinated Debentures, and will not permit any of its Subsidiaries to, make any cash payments or prepayments with respect to the 2003 Subordinated Debentures other than, subject to the subordination provisions contained therein, (A) mandatory payments of interest (including any additional amounts on the 2003 Subordinated Debentures and any Fleetwood common stock issued upon conversion thereof) when due under the terms of the 2003 Subordinated Debentures (without acceleration)) (PROVIDED, that payments permitted under this clause (Bi) mandatory payments in respect of fractional shares upon conversion of 2003 Subordinated Debentures, (C) mandatory payments to satisfy repurchase obligations with respect to 2003 Subordinated Debentures upon a change of control (as defined in the indenture under which the 2003 Subordinated Debentures are issued), (D) fees, indemnification payments, expense reimbursements and other customary shall not duplicate payments made to any trusteeunder SECTION 7.10(a)(iii)) or (ii) amend, conversion agent, transfer agent, exchange agent, paying agent, depositary supplement or custodian for otherwise modify the 2003 terms of the Subordinated Debentures or any agent Guaranty thereof, or counsel for the Trust Securities or any of Guaranty thereof or added any Guaranty; PROVIDED, HOWEVER, that Fleetwood and the foregoingFleetwood Trust may exchange (such exchange, (Ethe "SUBORDINATED DEBT EXCHANGE") payment of customary fees and expenses related to registering for resale under the Securities Act of 1933 the 2003 Subordinated Debentures and the Trust Securities outstanding on the Closing Date for new Subordinated Debentures and Trust Securities if (i) the transactions are not materially cash negative upon closing (taking into account taxes and transaction fees payable by Fleetwood common stock into which on a pro forma basis), as determined by the Majority Lenders; (ii) there is no increase in the aggregate amounts payable by Fleetwood and its Subsidiaries as a result thereof; (iii) the amount of the aggregate annual payments with respect to the Subordinated Debt, after giving effect to such debentures are convertible exchange and (F) any other mandatory payments of principal and/or interest (including to any additional amountsSubordinated Debentures and Trust Securities issued concurrently with such exchange, does not exceed one hundred fifty percent (150%) or mandatory repurchase of the amount of the aggregate annual payments required under with respect to the Subordinated Debt on the Closing Date; (iv) the rate of interest for the Subordinated Debt and any additional Subordinated Debentures and Trust Securities issued concurrently with such exchange, does not exceed twelve percent (12%); (v) the ability of Fleetwood to defer cash payments on the Subordinated Debentures and of Fleetwood Trust to defer cash dividends on the Trust Securities is no less favorable (PROVIDED that the ability to make payments with the issuance of new securities shall be treated as deferral of cash payments for purposes of this clause (v)) and the subordination terms of the indenture under which the 2003 Subordinated Debentures and the Guaranty of the Trust Securities are issuedno less favorable to the Lenders and (vi) all other terms and conditions are acceptable to the Majority Lenders.

Subordinated Debt; Trust Securities. (a) Fleetwood will not, and will not permit any of its Subsidiaries to, (i) make any payments or prepayments with respect to the Subordinated Debt other than, so long as no Default or Event of Default has occurred and is continuing on the date of payment, both before and after giving effect to such payment, and so long as Fleetwood has not elected to defer payment in accordance with the Subordinated Debentures, payments of interest when due under the terms of the Subordinated Debentures (without acceleration) (provided, that payments permitted under this clause (i) shall not duplicate payments made under Section 7.10(a)(iii)) or (ii) amend, supplement or otherwise modify the terms of the Subordinated Debentures, the New Subordinated Debentures or the 2003 Subordinated Debentures, or any Guaranty thereof, or the Trust Securities or any Guaranty thereof or add any Guaranty of any other Credit Party. ; provided, however, that, on or before February 28, 2002, Fleetwood and the Fleetwood Trust may exchange (bsuch exchange, the "Subordinated Debt Exchange") the Subordinated Debentures and the Trust Securities outstanding on the Closing Date for new Subordinated Debentures and Trust Securities if, together with any New Subordinated Debentures issued on or prior to the date of consummation of the Subordinated Debt Exchange (i) the transactions are not materially cash negative upon closing (taking into account taxes and transaction fees payable by Fleetwood will noton a pro forma basis), and will as determined by the Majority Lenders; (ii) the aggregate principal amount of the Subordinated Debt does not permit any exceed $437,500,000; (iii) the amount of its Subsidiaries to, make any cash the aggregate annual payments or prepayments with respect to the Subordinated Debentures or Debt does not exceed one hundred eighty-five percent (185%) of the New Subordinated Debentures other than, subject amount of the aggregate annual payments with respect to the subordination provisions contained therein, Subordinated Debt on the Closing Date; (Aiv) mandatory payments the rate of interest for the Subordinated Debt does not exceed twelve percent (including any additional amounts 12%); (v) the ability of Fleetwood to defer cash payments on the Subordinated Debentures and of Fleetwood Trust to defer cash dividends on the New Subordinated DebenturesTrust Securities is no less favorable (provided that the ability to make payments with the issuance of new securities shall be treated as deferral of cash payments for purposes of this clause (v)) when due under and the subordination terms of the Subordinated Debentures and the New Subordinated Debentures, respectively (in each case, without acceleration)Guaranty of the Trust Securities are no less favorable to the Lenders, (Bvi) feesother than as approved by the Majority Lenders in the August 29, indemnification payments, expense reimbursements and other customary payments made 2001 letter with respect to any trustee, conversion agent, transfer agent, exchange agent, paying agent, depositary or custodian for the Subordinated DebenturesDebt Exchange, all other terms and conditions of any Subordinated Debt and Trust Securities issued in the New Subordinated Debentures or Debt Exchange are acceptable to the Trust Securities, or any agent or counsel for any of Majority Lenders and (vii) the foregoing, (C) mandatory prepayments in respect of fractional shares upon conversion cash proceeds of the Subordinated Debentures or the New Subordinated Debentures, as applicable, (D) any other mandatory payments of principal and/or interest (including any additional amounts) required under the terms of the indenture under which the Subordinated Debentures Debt Exchange and the New Subordinated Debentures, Debenture are applied as applicable, are issued and (E) so long as no Default or Event of Default has occurred and is continuing on the date of the payment thereof, both before and after giving effect to such payment, Fleetwood may make the payments and/or pay the fees described provided in Section 7.14 3.4(g) hereof. (c) Fleetwood will not, and will not permit any of its Subsidiaries to, make any cash payments or prepayments with respect to the 2003 Subordinated Debentures other than, subject to the subordination provisions contained therein, (A) mandatory payments of interest (including any additional amounts on the 2003 Subordinated Debentures and any Fleetwood common stock issued upon conversion thereof) when due under the terms of the 2003 Subordinated Debentures (without acceleration), (B) mandatory payments in respect of fractional shares upon conversion of 2003 Subordinated Debentures, (C) mandatory payments to satisfy repurchase obligations with respect to 2003 Subordinated Debentures upon a change of control (as defined in the indenture under which the 2003 Subordinated Debentures are issued), (D) fees, indemnification payments, expense reimbursements and other customary payments made to any trustee, conversion agent, transfer agent, exchange agent, paying agent, depositary or custodian for the 2003 Subordinated Debentures or any agent or counsel for any of the foregoing, (E) payment of customary fees and expenses related to registering for resale under the Securities Act of 1933 the 2003 Subordinated Debentures and the Fleetwood common stock into which such debentures are convertible and (F) any other mandatory payments of principal and/or interest (including any additional amounts) or mandatory repurchase payments required under the terms of the indenture under which the 2003 Subordinated Debentures are issued."

Subordinated Debt; Trust Securities. (a) Fleetwood will not, and will not permit any of its Subsidiaries to, amend, supplement or otherwise modify the terms of the 1998 Subordinated Debentures, the New Subordinated Debentures or the 2003 Subordinated Debentures, or any Guaranty thereof, or the Trust Securities or any Guaranty thereof or add any Guaranty of any other Credit Party. (b) Fleetwood will not, and will not permit any of its Subsidiaries to, make any cash payments or prepayments with respect to the Subordinated Debentures or the New 1998 Subordinated Debentures other than, subject to the subordination provisions contained therein, (A) mandatory payments of interest (including any additional amounts on the Subordinated Debentures and the New 1998 Subordinated Debentures) when due under the terms of the 1998 Subordinated Debentures and the New Subordinated Debentures, respectively (in each case, without acceleration), (B) fees, indemnification payments, expense reimbursements and other customary payments made to any trustee, conversion agent, transfer agent, exchange agent, paying agent, depositary or custodian for the Subordinated Debentures, the New 1998 Subordinated Debentures or the Trust Securities, or any agent or counsel for any of the foregoing, (C) mandatory prepayments in respect of fractional shares upon conversion of the 1998 Subordinated Debentures or the New Subordinated Debentures, as applicableDebenture, (D) any other mandatory payments of principal and/or interest (including any additional amounts) required under the terms of the indenture under which the 1998 Subordinated Debentures and the New Subordinated Debentures, as applicable, are issued and (E) so long as no Default or Event of Default has occurred and is continuing on the date of the payment thereof, both before and after giving effect to such payment, Fleetwood may make the payments and/or pay the fees described in Section 7.14 hereof. (c) Fleetwood will not, and will not permit any of its Subsidiaries to, make any cash payments or prepayments with respect to the 2003 Subordinated Debentures other than, subject to the subordination provisions contained therein, (A) mandatory payments of interest (including any additional amounts on the 2003 Subordinated Debentures and any Fleetwood common stock issued upon conversion thereof) when due under the terms of the 2003 Subordinated Debentures (without acceleration), (B) mandatory payments in respect of fractional shares upon conversion of 2003 Subordinated Debentures, (C) mandatory payments to satisfy repurchase obligations with respect to 2003 Subordinated Debentures upon a change of control (as defined in the indenture under which the 2003 Subordinated Debentures are issued), (D) fees, indemnification payments, expense reimbursements and other customary payments made to any trustee, conversion agent, transfer agent, exchange agent, paying agent, depositary or custodian for the 2003 Subordinated Debentures or any agent or counsel for any of the foregoing, (E) payment of customary fees and expenses related to registering for resale under the Securities Act of 1933 the 2003 Subordinated Debentures and the Fleetwood common stock into which such debentures are convertible and convertible, (F) any other mandatory payments of principal and/or interest (including any additional amounts) or mandatory repurchase payments required under the terms of the indenture under which the 2003 Subordinated Debentures are issuedissued and (G) so long as no Default or Event of Default has occurred and is continuing on the date of the payment thereof, both before and after giving effect to such payment, Fleetwood may make the payments and/or pay the fees described in Section 7.14 hereof.