APPROVAL. THE EXECUTION AND DELIVERY OF THIS AMENDMENT AND THE CONSENT, THE
PERFORMANCE OF THE OBLIGATIONS OF EACH LOAN PARTY UNDER OR IN RESPECT OF THE
CREDIT AGREEMENT AS AMENDED HEREBY AND THE TRANSACTIONS CONTEMPLATED HEREBY DO
NOT AND WILL NOT CONFLICT WITH OR VIOLATE (A) ANY PROVISION OF THE GOVERNING
DOCUMENTS OF ANY LOAN PARTY OR ANY OF ITS SUBSIDIARIES, (B) ANY REQUIREMENT OF
LAW, (C) ANY ORDER, JUDGMENT OR DECREE OF ANY COURT OR OTHER GOVERNMENTAL AGENCY
BINDING ON ANY LOAN PARTY OR ANY OF ITS SUBSIDIARIES, OR (D) ANY INDENTURE,
AGREEMENT OR INSTRUMENT TO WHICH ANY LOAN PARTY OR ANY OF ITS SUBSIDIARIES IS A
PARTY OR BY WHICH ANY LOAN PARTY OR ANY OF ITS SUBSIDIARIES, OR ANY PROPERTY OF
ANY OF THEM, IS BOUND, AND DO NOT AND WILL NOT REQUIRE ANY CONSENT OR APPROVAL
OF ANY PERSON.
4.4
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 (EXCEPT FOR PERMITTED LIENS) WHICH SECURE THE
OBLIGATIONS.
4.5
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.
4.6
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.
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 MAJORITY 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 LOAN DOCUMENTS SHALL BE TRUE AND CORRECT IN ALL MATERIAL
RESPECTS AS IF MADE ON AND AS OF THE DATE ON WHICH THIS
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AMENDMENT BECOMES EFFECTIVE (EXCEPT THAT ANY SUCH REPRESENTATION OR