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.
5.3
CONSENTS.
THE BORROWERS SHALL HAVE RECEIVED ORIGINAL COPIES OF
EXECUTED CONSENTS DELIVERED BY TEXTRON FINANCIAL, IN A FORM REASONABLY
SATISFACTORY TO THE AGENT:
(A)
GIVING THEIR CONSENT, EFFECTIVE ON OR PRIOR TO THE SIXTH AMENDMENT
EFFECTIVE DATE, TO THE LOAN PARTIES ENTERING INTO THE SIXTH AMENDMENT; AND
(B)
GIVING THEIR CONSENT, EFFECTIVE JANUARY 24, 2003, TO THE LOAN
PARTIES ENTERING INTO THE FIFTH AMENDMENT AND WAIVING ANY RIGHT AS A RESULT OF
THE LOAN PARTIES ENTERING INTO SUCH AMENDMENT TO EXERCISE ANY REMEDIES PURSUANT
TO THE WHOLESALE SECURITY AGREEMENT OR TO EXERCISE ANY REMEDIES PURSUANT TO THAT
CERTAIN CONTINUING CROSS DEFAULT AND CROSS SECURITY AGREEMENT, DATED AS OF
AUGUST 21, 2002 BY AND AMONG TEXTRON FINANCIAL, THE LOAN PARTIES AND THE OTHER
PARTIES THERETO (THE "CONTINUING CROSS DEFAULT AND CROSS SECURITY AGREEMENT").
5.4
FEES.
THE BORROWERS SHALL HAVE PAID TO THE AGENT FOR THE PRO RATA
ACCOUNT OF ALL LENDERS AN AMENDMENT FEE EQUAL TO THREE-EIGHTHS OF ONE PERCENT
(0.375%) TIMES THE AGGREGATE COMMITMENTS OF ALL LENDERS AS OF THE SIXTH
AMENDMENT EFFECTIVE DATE, AFTER GIVING EFFECT TO THE SIXTH AMENDMENT.
5.5
OTHER DOCUMENTS.
THE AGENT SHALL HAVE RECEIVED SUCH DOCUMENTS AS
THE AGENT MAY REASONABLY REQUEST IN CONNECTION WITH THIS AMENDMENT.
6.
COMMITMENT ADJUSTMENTS.
EACH OF THE PARTIES HERETO ACKNOWLEDGES
THAT, IN ACCORDANCE WITH SECTION 13.19 OF THE CREDIT AGREEMENT, THE COMMITMENTS
7
of each Lender were adjusted on March 25 2003, to the amount set forth for such
Lender on Schedule II as the Commitment of such Lender.
7.
EFFECTIVE DATE.
THIS AMENDMENT SHALL BECOME EFFECTIVE ON THE
DATE OF THE SATISFACTION OF THE CONDITIONS SET FORTH IN SECTION 5, 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.
8.
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