AMENDMENT BECOMES
EFFECTIVE (EXCEPT THAT ANY SUCH REPRESENTATION OR WARRANTY THAT IS EXPRESSLY
STATED AS BEING MADE ONLY AS OF A SPECIFIED EARLIER DATE SHALL BE TRUE AND
CORRECT AS OF SUCH EARLIER DATE), AND THE BORROWERS SHALL HAVE DELIVERED TO THE
AGENT A CERTIFICATE CONFIRMING SUCH MATTERS.
4.4
FEES.
THE BORROWERS SHALL HAVE PAID TO THE AGENT FOR THE PRO RATA
ACCOUNT OF ALL LENDERS AN AMENDMENT FEE EQUAL TO ONE-EIGHTH OF ONE PERCENT
(0.125%) TIMES THE AGGREGATE COMMITMENTS OF ALL LENDERS AS OF THE NINTH
AMENDMENT EFFECTIVE DATE; PROVIDED THAT SUCH FEE SHALL BE APPLIED TO ANY
EXTENSION OR CLOSING FEE PAID OR PAYABLE BY THE BORROWER IN CONSIDERATION FOR
THE AGREEMENT BY THE AGENT AND THE LENDERS TO EXTEND THE STATED TERMINATION DATE
FOR A PERIOD EQUAL TO OR GREATER THAN TWO (2) YEARS, ON OR PRIOR TO JULY 31,
2004.
4.5
OTHER DOCUMENTS.
THE AGENT SHALL HAVE RECEIVED SUCH DOCUMENTS AS
THE AGENT MAY REASONABLY REQUEST IN CONNECTION WITH THIS AMENDMENT.
5.
EFFECTIVE DATE.
THIS AMENDMENT SHALL BECOME EFFECTIVE ON THE
DATE OF THE SATISFACTION OF THE CONDITIONS SET FORTH IN SECTION 4, AND EACH OF
THE LENDERS SIGNATORY HERETO HEREBY WAIVES ANY DEFAULT OR EVENT OF DEFAULT THAT
MAY HAVE ARISEN PRIOR TO THE DATE OF THE AMENDMENT, BUT THAT WOULD NOT BE A
DEFAULT OR EVENT OF DEFAULT AFTER GIVING EFFECT TO THIS AMENDMENT (THE "NINTH
AMENDMENT EFFECTIVE DATE").
6.
EFFECT OF AMENDMENT; RATIFICATION.
THIS AMENDMENT IS A LOAN
DOCUMENT.
FROM AND AFTER THE DATE ON WHICH THIS AMENDMENT BECOMES EFFECTIVE,
ALL REFERENCES IN THE LOAN DOCUMENTS TO THE CREDIT AGREEMENT SHALL MEAN THE
CREDIT AGREEMENT AS AMENDED HEREBY.
EXCEPT AS EXPRESSLY AMENDED HEREBY OR
WAIVED HEREIN, THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS, INCLUDING THE
LIENS GRANTED THEREUNDER, SHALL REMAIN IN FULL FORCE AND EFFECT, AND ALL TERMS
AND PROVISIONS THEREOF ARE HEREBY RATIFIED AND CONFIRMED.
EACH OF FLEETWOOD AND
THE BORROWERS CONFIRMS THAT AS AMENDED HEREBY, EACH OF THE LOAN DOCUMENTS IS IN
FULL FORCE AND EFFECT, AND THAT NONE OF THE CREDIT PARTIES HAS ANY DEFENSES,
SETOFFS OR COUNTERCLAIMS TO ITS OBLIGATIONS.
7.
APPLICABLE LAW.
THE VALIDITY, INTERPRETATIONS AND ENFORCEMENT
OF THIS AMENDMENT AND ANY DISPUTE ARISING OUT OF OR IN CONNECTION WITH THIS
AMENDMENT, WHETHER SOUNDING IN CONTRACT, TORT, EQUITY OR OTHERWISE, SHALL BE
GOVERNED BY THE INTERNAL LAWS AND DECISIONS OF THE STATE OF CALIFORNIA; PROVIDED
THAT THE AGENT AND THE LENDERS SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL
LAW.
5
8.
COMPLETE AGREEMENT.
THIS AMENDMENT SETS FORTH THE COMPLETE
AGREEMENT OF THE PARTIES IN RESPECT OF ANY AMENDMENT TO ANY OF THE PROVISIONS OF
ANY LOAN DOCUMENT OR ANY WAIVER THEREOF.
THE EXECUTION, DELIVERY AND
EFFECTIVENESS OF THIS AMENDMENT DO NOT CONSTITUTE A WAIVER OF ANY DEFAULT OR
EVENT OF DEFAULT, AMEND OR MODIFY ANY PROVISION OF ANY LOAN DOCUMENT EXCEPT AS
EXPRESSLY SET FORTH HEREIN OR CONSTITUTE A COURSE OF DEALING OR ANY OTHER BASIS
FOR ALTERING THE OBLIGATIONS OF ANY LOAN PARTY.
9.
CAPTIONS;