Exhibit 10.1
AMENDMENT NUMBER FOUR
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 FOUR is made this 15th day of March, 2005,
between HOMEONE FUNDING I, having an address at 0000 Xxxx 00xx Xxxxxx,
Xxxxxxx, Xxxxx 00000 (the "Borrower") and GREENWICH CAPITAL FINANCIAL
PRODUCTS, INC., having an address at 000 Xxxxxxxxx Xxxx, Xxxxxxxxx,
Xxxxxxxxxxx 00000 (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 has requested that the Lender agree to
amend the Agreement to extend the Termination Date thereunder to March
15, 2006 and to make certain other changes to the Agreement, each as
more expressly set forth below;
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, 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. Effective as of March 15, 2005, Section 1 of the
Agreement is hereby amended by deleting the definition of Termination
Date and replacing it with the following:
"Termination Date" shall mean March 15, 2006, or such earlier
date on which this Loan Agreement shall terminate in accordance
with the provisions hereof or by operation of law.
SECTION 2. Effective as of March 15, 2005, Section 3.05 of the
Agreement is hereby amended by deleting such section in its entirety
and replacing it with the following:
3.05 Non-Utilization Fee. On each Payment Date and on the
Termination Date, the Lender shall determine the average daily
utilization during the preceding calendar month period (or with
respect to but not including the Termination Date, during the
period from the day immediately following the date through which
the last non-utilization fee calculation has been made to the
Termination Date) (the "Utilization Percentage") by the Borrower by
(a) dividing the sum of the Advances outstanding on each day during
such period by the number of days in such period and (b) dividing
the result of (a) by the Maximum Credit. The Borrower shall pay to
the Lender on such Payment Date or Termination Date, a non-
utilization fee equal to (i) 0.375% per annum, times (ii)
the Maximum Credit, times (iii) 1 minus the Utilization Percentage
(the "Non-Utilization Fee"). All payments shall be made to the
Lender in Dollars, in immediately available funds, without
deduction, setoff or counterclaim. The Lender may, in its sole
discretion, net such Non-Utilization Fee from the proceeds of any
Advance made to the Borrower hereunder if not previously paid by
the Borrower. Borrower shall not be responsible for any Non-
Utilization Fee for any period of time that the Lender is unable to
fund Advances due to the application of Section 5.02(i)(i).
SECTION 3. Effectiveness of Amendment. This Amendment Number Four
shall be effective upon the Lender's receipt of a renewal fee from the
Borrower in the amount of $187,500.
SECTION 4. Defined Terms. Any terms capitalized but not otherwise
defined herein shall have the respective meanings set forth in the
Agreement.
SECTION 5. 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 6. 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 7. Governing Law. This Amendment Number Four 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 8. Counterparts. This Amendment Number Four 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.
[REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK]
IN WITNESS WHEREOF, the Borrower and the Lender have caused this
Amendment Number Four 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/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Financial Services Officer
GREENWICH CAPITAL FINANCIAL
PRODUCTS, INC.
(Lender)
By: /s/ Xxx Xxxxxxxxx
Name: Xxx Xxxxxxxxx
Title: Vice President
Acknowledged and Accepted:
HOMEONE CREDIT CORP.
(Guarantor)
By: /s/ Xxxx X. Xxxxxxx
Name: Xxxx X. Xxxxxxx
Title: President
FLEETWOOD ENTERPRISES, INC.
(Guarantor)
By: /s/ Xxxx X. Xxxxxxx
Name: Xxxx X. Xxxxxxx
Title: EVP, CFO
