SUBSIDIARIES,
OR ANY PROPERTY OF ANY OF THEM, IS BOUND, AND DO NOT AND WILL NOT REQUIRE ANY
CONSENT OR APPROVAL OF ANY PERSON.
2.4 EXECUTION, DELIVERY AND ENFORCEABILITY.
THIS AMENDMENT AND THE CONSENT
HAVE BEEN DULY EXECUTED AND DELIVERED BY EACH LOAN PARTY WHICH IS A PARTY
THERETO AND ARE THE LEGAL, VALID AND BINDING OBLIGATIONS OF SUCH LOAN PARTY,
ENFORCEABLE IN ACCORDANCE WITH THEIR TERMS, EXCEPT AS ENFORCEABILITY MAY BE
AFFECTED BY APPLICABLE BANKRUPTCY, INSOLVENCY, AND SIMILAR PROCEEDINGS AFFECTING
THE RIGHTS OF CREDITORS GENERALLY, AND GENERAL PRINCIPLES OF EQUITY. THE AGENT'S
LIENS IN THE COLLATERAL CONTINUE TO BE VALID, BINDING AND ENFORCEABLE FIRST
PRIORITY LIENS WHICH SECURE THE OBLIGATIONS.
2.5 NO DEFAULT OR EVENT OF DEFAULT.
NO EVENT HAS OCCURRED AND IS CONTINUING OR
WILL RESULT FROM THE EXECUTION AND DELIVERY OF THIS AMENDMENT OR THE CONSENT
THAT WOULD CONSTITUTE A DEFAULT OR AN EVENT OF DEFAULT.
2.6 NO MATERIAL ADVERSE EFFECT.
NO EVENT HAS OCCURRED THAT HAS RESULTED, OR
COULD REASONABLY BE EXPECTED TO RESULT, IN A MATERIAL ADVERSE EFFECT.
2.7 REPRESENTATIONS AND WARRANTIES.
EACH OF THE REPRESENTATIONS AND WARRANTIES
CONTAINED IN THE LOAN DOCUMENTS IS AND WILL BE TRUE AND CORRECT IN ALL MATERIAL
RESPECTS ON AND AS OF THE DATE HEREOF AND AS OF THE EFFECTIVE DATE OF THIS
AMENDMENT, EXCEPT TO THE EXTENT THAT SUCH REPRESENTATIONS AND WARRANTIES
SPECIFICALLY RELATE TO AN EARLIER DATE, IN WHICH CASE THEY WERE TRUE, CORRECT
AND COMPLETE IN ALL MATERIAL RESPECTS AS OF SUCH EARLIER DATE.
3.
WAIVER. SUBJECT TO THE SATISFACTION OF THE CONDITIONS SET FORTH
BELOW UNDER SECTION 5, NOTWITHSTANDING SECTION 7.9 AND/OR ANY OTHER PROVISIONS
OF THE CREDIT AGREEMENT PROHIBITING SUCH ACTION, THE LENDERS HEREBY WAIVE ANY
DEFAULT OR EVENT OF DEFAULT THAT MAY HAVE ARISEN FROM THE DISSOLUTION OF
FLEETWOOD RETAIL CORP. OF MICHIGAN.
4.
AUTHORIZATION TO AMEND SCHEDULES AND EXHIBIT TO HAZARDOUS
SUBSTANCES INDEMNITY AGREEMENT. THE AGENT IS HEREBY AUTHORIZED BY EACH OF THE
LENDERS TO AMEND, AS APPROPRIATE AND OTHERWISE IN ACCORDANCE WITH THE PROVISIONS
OF THE CREDIT AGREEMENT, EACH OF SCHEDULE A, SCHEDULE B AND EXHIBIT A TO THE
HAZARDOUS SUBSTANCES INDEMNITY AGREEMENT, DATED JULY 27, 2001, BY AND AMONG THE
FMC BORROWERS, THE FRC BORROWERS, FLEETWOOD INTERNATIONAL, INC., BUCKINGHAM
DEVELOPMENT CO. AND THE AGENT TO REFLECT THE CURRENT MORTGAGED PROPERTIES.
4
5.
CONDITIONS TO EFFECTIVENESS OF THIS AMENDMENT. THIS AMENDMENT,
AND THE CONSENTS AND APPROVALS CONTAINED HEREIN, SHALL BE EFFECTIVE ONLY IF AND
WHEN SIGNED BY, AND WHEN COUNTERPARTS HEREOF SHALL HAVE BEEN DELIVERED TO THE
AGENT (BY HAND DELIVERY, MAIL OR TELECOPY) BY, FLEETWOOD, THE BORROWERS AND EACH
LENDER AND ONLY IF AND WHEN EACH OF THE FOLLOWING CONDITIONS IS SATISFIED:
5.1 CONSENT OF GUARANTORS.
EACH OF THE GUARANTORS SHALL HAVE EXECUTED AND
DELIVERED TO THE AGENT THE CONSENT.
5.2 NO DEFAULT OR EVENT OF DEFAULT; ACCURACY OF REPRESENTATIONS AND WARRANTIES.
NO DEFAULT OR EVENT OF DEFAULT SHALL EXIST AND EACH OF THE REPRESENTATIONS AND
WARRANTIES MADE BY THE LOAN PARTIES HEREIN AND IN OR PURSUANT TO THE