amount of
assets owned by the Subsidiaries of Fleetwood that are identified as Inactive
Subsidiaries as of the Closing Date on Schedule 6.5 is less than two hundred and
fifty thousand Dollars ($250,000), the revenues of each Subsidiary of Fleetwood
that is identified as an Inactive Subsidiary as of the Closing Date on Schedule
6.5 is less than one million Dollars ($1,000,000) and none of the assets owned
by the Subsidiaries of Fleetwood that are identified as Inactive Subsidiaries or
Excluded Subsidiaries on Schedule 6.5 are included in the calculation of the
Borrowing Base pursuant to this Agreement.
6.6
Financial Statements and Projections.
(A)
FLEETWOOD HAS DELIVERED TO THE AGENT AND THE LENDERS THE AUDITED
BALANCE SHEET AND RELATED STATEMENTS OF INCOME, RETAINED EARNINGS, CASH FLOWS,
AND CHANGES IN STOCKHOLDERS EQUITY FOR FLEETWOOD AND ITS CONSOLIDATED
SUBSIDIARIES AS OF APRIL 28, 2008, ACCOMPANIED BY THE REPORT THEREON OF ITS
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS, ERNST & YOUNG.
FLEETWOOD HAS ALSO
DELIVERED TO THE AGENT AND THE LENDERS THE UNAUDITED BALANCE SHEET AND RELATED
STATEMENTS OF INCOME AND CASH FLOWS FOR FLEETWOOD AND ITS CONSOLIDATED
SUBSIDIARIES AS OF THE FISCAL MONTH ENDING JANUARY 31, 2009.
SUCH FINANCIAL
STATEMENTS ARE ATTACHED HERETO AS EXHIBIT B.
ALL SUCH FINANCIAL STATEMENTS HAVE
BEEN PREPARED IN ACCORDANCE WITH GAAP AND PRESENT ACCURATELY AND FAIRLY IN ALL
MATERIAL RESPECTS THE FINANCIAL POSITION OF FLEETWOOD AND ITS CONSOLIDATED
SUBSIDIARIES AS AT THE DATES THEREOF AND THEIR RESULTS OF OPERATIONS FOR THE
PERIODS THEN ENDED, SUBJECT IN THE CASE OF THE UNAUDITED STATEMENTS TO NORMAL
YEAR END AUDIT ADJUSTMENTS AND TO THE OMISSION OF FOOTNOTES REQUIRED BY GAAP.
(B)
THE PROJECTIONS SUBMITTED TO THE LENDERS ON THE DATE HEREOF AND
ATTACHED HERETO AS SCHEDULE 6.6 REPRESENT THE GOOD FAITH ESTIMATE BY THE
BORROWERS OF THE FUTURE FINANCIAL PERFORMANCE OF FLEETWOOD AND ITS CONSOLIDATED
SUBSIDIARIES FOR THE PERIODS SET FORTH THEREIN.
SUCH PROJECTIONS HAVE BEEN
PREPARED ON THE BASIS OF THE ASSUMPTIONS SET FORTH THEREIN, WHICH THE BORROWERS
BELIEVE ARE FAIR AND REASONABLE IN LIGHT OF CURRENT AND REASONABLY FORESEEABLE
BUSINESS CONDITIONS AT THE TIME SUBMITTED TO THE LENDERS BUT INCLUDE FUTURE
PAYMENTS OF KNOWN CONTINGENT LIABILITIES DISCLOSED TO THE LENDERS.
40
6.7
Capitalization.
Schedule 6.7 hereto sets forth the capitalization
of Fleetwood and its Subsidiaries and all of the authorized and issued Capital
Stock of each such Person.
All outstanding Capital Stock has been validly
issued, and is fully paid and non-assessable.
All of the Capital Stock of
Subsidiaries is owned, beneficially and of record, by the Person set forth on
such Schedule 6.7.
6.8
[RESERVED].
6.9
Debt.
Fleetwood and its Subsidiaries have no Debt on the Closing
Date, except (a) the Obligations, (b) the Subordinated Debt and the 2008 Senior
Secured Debentures, in an aggregate original principal amount outstanding on the
Closing Date of not more than two hundred and forty-two million six hundred
thousand Dollars ($242,600,000), and the Trust Securities also outstanding on
the Closing Date, (c) the 2008 Mortgage Debt, (d) Debt described on Schedule