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.
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:
3.1
CONSENT OF GUARANTORS.
EACH OF THE
GUARANTORS SHALL HAVE EXECUTED AND DELIVERED TO THE AGENT THE CONSENT.
3.2
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 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.
3.3
DELIVERY OF DOCUMENTS.
THE AGENT SHALL HAVE
RECEIVED SUCH DOCUMENTS AS THE AGENT MAY REASONABLY REQUEST IN CONNECTION WITH
THIS AMENDMENT.
6
3.4
EXHIBIT A.
ATTACHED HERETO AS EXHIBIT A
SHALL BE THE FORM S-4 REGISTRATION STATEMENT, DATED JULY 22, 2005, PURSUANT TO
WHICH THE 2005 DEBENTURES SHALL BE OFFERED TO THE HOLDERS OF THE SUBORDINATED
DEBENTURES IN EXCHANGE FOR SUCH SUBORDINATED DEBENTURES, SUBJECT TO THE TERMS
AND CONDITIONS CONTAINED THEREIN (THE "EXCHANGE OFFER REGISTRATION STATEMENT"),
AND SUCH EXCHANGE OFFER REGISTRATION STATEMENT SHALL BE A TRUE AND ACCURATE
COPY, IN ALL RESPECTS, OF THE EXCHANGE OFFER REGISTRATION STATEMENT FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION ON SUCH DATE.
4.
EFFECTIVE DATE.
THIS AMENDMENT SHALL
BECOME EFFECTIVE (THE "EFFECTIVE DATE") ON THE DATE OF THE SATISFACTION OF THE
CONDITIONS SET FORTH IN SECTION 4.
5.
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.
6.
EACH OF FLEETWOOD AND THE BORROWERS
CONFIRMS THAT AS AMENDED HEREBY, EACH OF THE LOAN DOCUMENTS IS IN FULL