or
(b) other than as to any date of calculation from September 21, 2008 through
October 31, 2008, inclusive, for the calendar month immediately preceding such
calculation date, the average daily Availability during such calendar month was
$20,000,000 or less or (2) on any date from and after the Closing Date,
Fleetwood, on a consolidated basis, had Fleetwood Liquidity of $25,000,000 or
less
2.
ACKNOWLEDGEMENTS AND AGREEMENTS.
FOR THE AVOIDANCE OF DOUBT, THE LOAN
PARTIES, THE AGENT AND THE MAJORITY LENDERS ACKNOWLEDGE AND AGREE THAT, (A) UPON
SATISFACTION OF THE CONDITION PRECEDENT SET FORTH IN SECTION 5.3 BELOW AND AS OF
THE EFFECTIVE TIME,
THE TERM LOANS SHALL HAVE BEEN PREPAID IN FULL AND NO
PORTION OF ANY LENDER'S TERM LOAN SHALL BE OUTSTANDING,
(B) SECTION 11.1(A)(II) OF THE CREDIT AGREEMENT PROVIDES THAT NO WAIVER,
AMENDMENT, OR CONSENT UNDER THE CREDIT AGREEMENT SHALL RELEASE ANY TERM LOAN
COLLATERAL OTHER THAN AS PERMITTED BY SECTION 2.8, SECTION 2.9, SECTION 7.9 OR
SECTION 12.11 (PROVIDED THAT THE TERM LOAN COLLATERAL MAY BE RELEASED WITH THE
CONSENT OF THE TERM LENDERS) UNLESS IN WRITING AND SIGNED BY ALL THE TERM
LENDERS, THE MAJORITY REVOLVING LENDERS, FLEETWOOD AND THE BORROWERS AND
ACKNOWLEDGED BY THE AGENT, (C) AFTER THE EFFECTIVE TIME, IN ACCORDANCE WITH THE
DEFINITION OF "TERM LENDERS," THERE SHALL NO LONGER BE ANY TERM LENDERS FOR ANY
PURPOSE UNDER THE CREDIT AGREEMENT, (D) ACCORDINGLY, UNDER
SECTION 11.1(A)(II) OF THE CREDIT AGREEMENT, THE MAJORITY REVOLVING LENDERS
SHALL HAVE THE AUTHORITY TO CONSENT TO THE RELEASE OF ANY TERM LOAN COLLATERAL
(WHICH SUCH RELEASE MUST BE COUNTERSIGNED BY FLEETWOOD, THE BORROWERS AND
ACKNOWLEDGED BY THE AGENT) AND (E) IN LIGHT OF THE FOREGOING, SUCH REAL ESTATE
AS CONSTITUTED TERM LOAN COLLATERAL IMMEDIATELY PRIOR TO THE EFFECTIVE TIME
SHALL CONTINUE TO CONSTITUTE TERM LOAN COLLATERAL IMMEDIATELY AFTER THE
EFFECTIVE TIME, SUBJECT TO AGENT'S LIENS, FOR ALL PURPOSES UNDER THE CREDIT
AGREEMENT UNTIL SUCH TIME, IF ANY, AS THE MAJORITY REVOLVING LENDERS AGREE (WITH
FLEETWOOD AND THE BORROWER AND THE AGENT) THAT ANY ONE OR MORE ITEMS OF SUCH
TERM LOAN COLLATERAL SHALL BE RELEASED.
3.
WAIVERS.
NOTWITHSTANDING THE PROVISIONS OF SECTION 3.4(A) IF THE CREDIT
AGREEMENT, THE MAJORITY LENDERS AGREE THAT BORROWERS MAY PREPAY THE PRINCIPAL OF
THE TERM LOAN IN WHOLE ON THE EFFECTIVE DATE, WITHOUT ANY REQUIREMENT OF ADVANCE
NOTICE THEREOF, BUT OTHERWISE IN ACCORDANCE WITH SECTION 3.4(A) AND WITHOUT
PREJUDICE TO ANY REQUIREMENT TO PAY ANY ACCRUED INTEREST TO SUCH DATE OF
PREPAYMENT, ANY FEES, ANY PENALTIES OR ANY OTHER AMOUNTS DUE AND PAYABLE IN
CONNECTION WITH SUCH PREPAYMENT, INCLUDING, WITHOUT LIMITATION, TO THE EXTENT
REQUIRED BY SECTION 4.4 OF THE CREDIT AGREEMENT.
2
4.
REPRESENTATIONS AND WARRANTIES OF FLEETWOOD AND THE BORROWERS.
IN ORDER
TO INDUCE THE MAJORITY LENDERS AND THE AGENT TO ENTER INTO THIS AMENDMENT, EACH
OF FLEETWOOD AND EACH BORROWER REPRESENTS AND WARRANTS TO EACH MAJORITY LENDER
AND THE AGENT THAT THE FOLLOWING STATEMENTS ARE TRUE, CORRECT AND COMPLETE:
4.1
POWER AND AUTHORITY.
EACH OF THE LOAN PARTIES