Exhibit
10.4


 


 


FORM OF NINTH AMENDMENT TO

CREDIT AGREEMENT

AND CONSENT OF GUARANTORS




This NINTH AMENDMENT TO CREDIT AGREEMENT AND CONSENT OF
GUARANTORS (this “Amendment”) is dated as of
February       , 2004, and entered into by
and among FLEETWOOD ENTERPRISES INC.  (“Fleetwood”),
FLEETWOOD
HOLDINGS INC. and its Subsidiaries listed on the signature pages
hereof (collectively, “FMC”), FLEETWOOD RETAIL, CORP. and its
Subsidiaries listed on the signature pages hereof (collectively, “FRC”),
the banks and other financial institutions signatory hereto that are parties as
Lenders to the Credit Agreement referred to below (the “Lenders”), and BANK OF
AMERICA, N.A., as administrative agent and collateral agent (in such
capacity, the “Agent”) for the Lenders.


 


Recitals


 


Whereas, Fleetwood, the Borrowers, the
Lenders, and the Agent have entered into that certain Credit Agreement dated as
of July 27, 2001, as amended by that certain First Amendment to Credit
Agreement and Consent of Guarantors dated as of December 4, 2001,
that certain Second Amendment to Credit Agreement and Security Agreement and
Consent of Guarantors dated as of December 4, 2001, that certain Third
Amendment to Credit Agreement and Consent of Guarantors dated as of
December 7, 2001, that certain Fourth Amendment to Credit Agreement
and Consent of Guarantors dated as of July 12, 2002, that certain
Fifth Amendment to Credit Agreement and Consent of Guarantors dated as of
January 24, 2003, that certain Sixth Amendment to Credit Agreement
and Consent of Guarantors dated as of March 25, 2003, that certain
Seventh Amendment and Consent of Guarantors dated as of July 21, 2003 and
that certain Eighth Amendment and Consent of Guarantors dated as of
December 15, 2003 (the “Credit Agreement”; capitalized terms used
in this Amendment without definition shall have the meanings given such terms
in the Credit Agreement); and,


 


Whereas,
Fleetwood (on behalf of itself and each of its subsidiaries), Textron Financial
Corporation (“Textron Financial”) and the Agent (for itself and in its
capacity as administrative agent for the Lenders) have entered into that
certain Intercreditor Agreement dated as of August 21, 2002 (the “Textron
Intercreditor Agreement”); and


 


Whereas, the Borrowers have requested
certain amendments to the Credit Agreement; and


 


Whereas,
the Borrowers have requested of the Agent and the Lenders
certain consents and approvals under the Textron Intercreditor Agreement; and


 


Whereas, the Borrowers have requested of
the Agent and the Lenders certain waivers under the Credit Agreement; and


 


1

















 


Whereas, the Lenders and the Agent are
willing to agree to the amendments and to give the consents and approvals
requested by the Loan Parties, on the terms and conditions set forth in this
Amendment;


 


Now Therefore, in consideration of the
premises and the mutual agreements set forth herein, Fleetwood, the Borrowers,
the Lenders, and the Agent agree as follows:


 


1.               AMENDMENTS TO CREDIT AGREEMENT. 
Subject to the conditions and upon the terms set forth in this Amendment
and in reliance on the representations and


 


warranties
of Fleetwood and the Borrowers set forth in this Amendment, the Credit
Agreement is hereby amended as follows:


 


1.1         Amendment to
Section 7.10.  Section 7.10(a)
shall be amended by deleting clause (x) and replacing it with the following
clause (x):


 


“(x) so long as no
Default or Event of Default has occurred and is continuing on the date of the
payment thereof, both before and after giving effect to such payment, Fleetwood
may, on or prior to the date which is six (6) months after the date of the
issuance of the 2003 Subordinated Debentures, either (I) prepay or repurchase
and cancel all or a portion of the Subordinated Debentures or New Subordinated
Debentures, or (II) pay a solicitation, conversion, or other inducement fee to
induce the holders of the Subordinated Debentures or the New Subordinated
Debentures to convert the Subordinated Debentures or the New Subordinated
Debentures, as applicable, pursuant to the terms thereof; provided that
the aggregate amount of such prepayment or repurchase and such fees does not
exceed the amount of the net 2003 Subordinated Debentures Cash Proceeds
received upon the issuance of the 2003 Subordinated Debentures; and provided
further that contemporaneously therewith Fleetwood Trust either (A) uses such
proceeds to prepay or repurchase and cancel those Trust Securities having the
same liquidation amount as the principal amount of such Subordinated Debentures
or the New Subordinated Debentures underlying such Trust Securities or (B) in
the case of the use of proceeds from the 2003 Subordinated Debentures as
described in clause (II) above, otherwise complies with the requirements upon
conversion set forth in the Subordinated Debentures, the New Subordinated
Debentures and the Trust Securities as applicable;”


 


1.2         Amendment to
Section 7.24.  Section 7.24
shall be amended by replacing the table therein with the following table:


 


	
  Period
  Ending

  	
   

  	
  EBITDA

  	
   

  
	
  On
  the last Sunday in April 2003

  	
   

  	
  $

  	
  (7,500,000

  	
  )

  
	
  On
  the last Sunday in July 2003

  	
   

  	
  $

  	
  (7,500,000

  	
  )

  
	
  On
  the last Sunday in October 2003

  	
   

  	
  $

  	
  (8,500,000

  	
  )

  
	
  On
  the last Sunday in January 2004

  	
   

  	
  $

  	
  16,500,000

  	
   

  
	
  On
  the last Sunday in April 2004

  	
   

  	
  $

  	
  60,000,000

  	
   

  



 


2

















 


1.3         Amendment to
Section 7.29.  Section 7.29(a)
shall be amended by deleting the proviso at the end of clause (a) and replaced
with the following:


 


“; provided that,
in respect of clause (i) above only, so long as no Default or Event of Default
has occurred and is continuing on the date of the payment thereof, both before
and after giving effect to such payment, Fleetwood may, on or prior to the date
which is six (6) months after the date of the issuance of the 2003 Subordinated
Debentures, either (I) prepay or repurchase and cancel all or a portion of the
Subordinated Debentures or New Subordinated Debentures, or (II) pay a
solicitation, conversion, or other inducement fee to induce the holders of the
Subordinated Debentures or the New Subordinated Debentures to convert the
Subordinated Debentures or the New Subordinated Debentures, as applicable,
pursuant to the terms thereof; provided that the aggregate amount of
such prepayment or repurchase and such fees does not exceed the amount of the
net 2003 Subordinated Debentures Cash Proceeds received upon the issuance of
the 2003 Subordinated Debentures; and provided further that
contemporaneously therewith Fleetwood Trust either (A) uses such proceeds to
prepay or repurchase and cancel those Trust Securities having the same
liquidation amount as the principal amount of such Subordinated Debentures or
the New Subordinated Debentures underlying such Trust Securities or (B) in the
case of the use of proceeds from the 2003 Subordinated Debentures as described
in clause (II) above, otherwise complies with the requirements upon conversion
set forth in the Subordinated Debentures, the New Subordinated Debentures and
the Trust Securities as applicable.”


 


2.               CONSENTS, APPROVALS AND WAIVERS.


 


2.1         Minimum
EBITDA.  By the execution of this Amendment, the
Agent and the Lenders hereby waive any right, as a result solely of Fleetwood
failing to maintain EBITDA for the period ending on the last Sunday in
January 2004 at the level required by Section 7.24 of the
Credit Agreement (as modified by the Seventh Amendment but prior to the
effectiveness of this Amendment), to exercise any remedies pursuant to the
Credit Agreement.


 


2.2         Wholesale Security Agreement
Amendment.  By the
execution of this Amendment, the Agent and the Lenders hereby consent to the
execution and delivery by any of the Loan Parties of  the amendment to that certain Wholesale Security Agreement, dated
as of August 21, 2002, as amended, by and among Textron Financial, the
Loan Parties and the other parties thereto (the “Wholesale Security Agreement”)
in the form of Exhibit A attached hereto, pursuant to which Schedule 9(l)
of the Wholesale Security Agreement shall be replaced with a revised Schedule 9(l)
that reflects the amendments to Section 7.24 of the Credit  Agreement made pursuant hereto.


 


3.               REPRESENTATIONS AND WARRANTIES OF FLEETWOOD AND THE
BORROWERS.  In order to induce the Lenders and
the Agent to enter into this Amendment, each of Fleetwood and each Borrower
represents and warrants to each Lender, the Issuing Bank and the Agent that the
following statements are true, correct and complete:


 


3.1         Power
and Authority.  Each of the Loan Parties has all corporate
power and authority to enter into this Amendment and, as applicable, the
Consent of Guarantors


 


3

















 


attached
hereto (the “Consent”), and to carry out the transactions contemplated
by, and to perform its obligations under or in respect of, the Credit
Agreement.


 


3.2         Corporate
Action.  The execution and delivery of this Amendment
and the Consent and the performance of the obligations of each Loan Party under
or in respect of the Credit Agreement as amended hereby have been duly
authorized by all necessary corporate action on the part of each of the Loan
Parties.


 


3.3         No
Conflict or Violation or Required Consent or Approval. 
The execution and delivery of this Amendment and the Consent and the
performance of the obligations of each Credit Party under or in respect of the
Credit Agreement as amended 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.


 


3.4         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.


 


3.5         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.


 


3.6         No
Material Adverse Effect.  No event has
occurred that has resulted, or could reasonably be expected to result, in a
Material Adverse Effect.


 


3.7         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.


 


4.               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:


 


4.1         Consent
of Guarantors.  Each of the Guarantors shall have
executed and delivered to the Agent the Consent.


 


4

















 


4.2
Consents.  The Borrowers shall have
received original copies of executed consents delivered by Textron Financial,
in a form reasonably satisfactory to the Agent giving their consent, effective
on or prior to the Ninth Amendment Effective Date, to the Loan Parties entering
into the Ninth Amendment.


 


4.3         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.


 


4.4         Fees. 
The Borrowers shall have paid to the Agent for the pro rata account of
all Lenders an amendment fee equal to one-eighth of one percent (0.125%) times
the aggregate Commitments of all Lenders as of the Ninth Amendment Effective
Date; provided that such fee shall be applied to any extension or
closing fee paid or payable by the Borrower in consideration for the agreement
by the Agent and the Lenders to extend the Stated Termination Date for a period
equal to or greater than two (2) years, on or prior to July 31, 2004.


 


4.5         Other
Documents.  The Agent shall have received such documents
as the Agent may reasonably request in connection with this Amendment.


 


5.               EFFECTIVE
DATE.  This Amendment shall
become effective on the date of the satisfaction of the conditions set forth in
Section 4, 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 (the “Ninth Amendment Effective Date”).


 


6.               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 Credit Parties has any defenses,
setoffs or counterclaims to its Obligations.


 


7.               APPLICABLE LAW.  THE VALIDITY, INTERPRETATIONS AND
ENFORCEMENT OF THIS AMENDMENT AND ANY DISPUTE ARISING OUT OF OR IN CONNECTION
WITH THIS AMENDMENT, WHETHER SOUNDING IN CONTRACT, TORT, EQUITY OR OTHERWISE,
SHALL BE GOVERNED BY THE INTERNAL LAWS AND DECISIONS OF THE STATE OF
CALIFORNIA; PROVIDED THAT THE AGENT AND THE LENDERS SHALL RETAIN ALL RIGHTS
ARISING UNDER FEDERAL LAW.


 


5

















 


8.               COMPLETE AGREEMENT.  This Amendment sets forth the
complete agreement of the parties in respect of any amendment to any of the
provisions of any Loan Document or any waiver thereof.  The execution, delivery and effectiveness of
this Amendment do not constitute a waiver of any Default or Event of Default,
amend or modify any provision of any Loan Document except as expressly set
forth herein or constitute a course of dealing or any other basis for altering
the Obligations of any Loan Party.


 


9.               CAPTIONS; COUNTERPARTS. 
The
catchlines and captions herein are intended solely for convenience of reference
and shall not be used to interpret or construe the provisions hereof.  This Amendment may be executed by one or
more of the parties to this Amendment on any number of separate counterparts
(including by telecopy), all of which taken together shall constitute but one
and the same instrument.


 


[signatures follow; remainder of page intentionally
left blank]


 


6

















 


IN
WITNESS WHEREOF, each of the undersigned has duly executed
this Ninth Amendment to Credit Agreement and Security Agreement as of the date
set forth above.


 


	
  FMC BORROWERS

  	
  FLEETWOOD HOLDINGS INC.

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD HOMES OF ARIZONA, INC.

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD HOMES OF CALIFORNIA, INC.

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD HOMES OF FLORIDA, INC.

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD HOMES OF GEORGIA, INC.

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD HOMES OF IDAHO, INC.

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD HOMES OF INDIANA, INC.

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD HOMES OF KENTUCKY, INC.

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD HOMES OF NORTH CAROLINA,
  INC.

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD HOMES OF OREGON, INC.

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD HOMES OF PENNSYLVANIA,
  INC.

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD HOMES OF TENNESSEE, INC.

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD HOMES OF TEXAS, L.P.

  
	
   

  	
  By:    FLEETWOOD
  GENERAL PARTNER

  OF TEXAS, INC., its General Partner

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD HOMES OF VIRGINIA, INC.

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD HOMES OF WASHINGTON, INC.

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD MOTOR HOMES OF
  CALIFORNIA, INC.

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD MOTOR HOMES OF INDIANA,
  INC.

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD MOTOR HOMES OF
  PENNSYLVANIA, INC.

  



 


S-1

















 


	
   

  	
  FLEETWOOD TRAVEL TRAILERS OF
  CALIFORNIA, INC.

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD TRAVEL TRAILERS OF
  INDIANA, INC.

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD TRAVEL TRAILERS OF
  KENTUCKY, INC.

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD TRAVEL TRAILERS OF
  MARYLAND, INC.

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD TRAVEL TRAILERS OF OHIO,
  INC.

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD TRAVEL TRAILERS OF
  OREGON, INC.

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD TRAVEL TRAILERS OF TEXAS,
  INC.

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD FOLDING TRAILERS, INC.

  
	
   

  	
   

  
	
   

  	
  GOLD SHIELD, INC.

  
	
   

  	
   

  
	
   

  	
  GOLD SHIELD OF INDIANA, INC.

  
	
   

  	
   

  
	
   

  	
  HAUSER LAKE LUMBER OPERATION, INC.

  
	
   

  	
   

  
	
   

  	
  CONTINENTAL LUMBER PRODUCTS, INC.

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD GENERAL PARTNER OF TEXAS,
  INC.

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD HOMES INVESTMENT, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Boyd. R. Plowman

  
	
   

  	
  Title:

  	
  Executive Vice
  President and Chief Financial Officer

  



 


S-2

















 


	
  FRC BORROWERS

  	
  FLEETWOOD RETAIL CORP.

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD RETAIL CORP. OF CALIFORNIA

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD RETAIL CORP. OF IDAHO

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD RETAIL CORP. OF KENTUCKY

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD RETAIL CORP. OF MISSISSIPPI

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD RETAIL CORP. OF NORTH CAROLINA

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD RETAIL CORP. OF OREGON

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD RETAIL CORP. OF VIRGINIA

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Boyd R. Plowman

  
	
   

  	
  Title:

  	
  Executive Vice
  President and Chief 

  
	
   

  	
   

  	
  Financial Officer

  
	
   

  	
   

  
	
  GUARANTOR

  	
  FLEETWOOD ENTERPRISES, INC., as the
  Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Boyd R. Plowman

  
	
   

  	
  Title:

  	
  Executive Vice
  President and Chief Financial Officer

  



 


S-3

















 


	
   

  	
  BANK OF AMERICA, N.A., as the Agent and

  a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


S-4

















 


	
   

  	
  HELLER FINANCIAL, INC., as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


S-5

















 


	
   

  	
  WELLS FARGO FOOTHILL, INC., fka FOOTHILL CAPITAL CORPORATION,
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  



 


S-6

















 


	
   

  	
  THE
  CIT GROUP/BUSINESS CREDIT, INC., as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


S-7

















 


CONSENT OF GUARANTORS


 


Each of the undersigned
is a Guarantor of the Obligations of the FMC Borrowers and/or FRC Borrowers
under the Credit Agreement and hereby (a) consents to the foregoing
Amendment, (b) acknowledges that notwithstanding the execution and
delivery of the foregoing Amendment, the obligations of each of the undersigned
Guarantors are not impaired or affected and the Guaranties continue in full
force and effect, and (c) ratifies its Guaranty and each of the Loan
Documents to which it is a party.


 


IN WITNESS WHEREOF, each
of the undersigned has executed and delivered this CONSENT OF GUARANTORS as of
the        day of February, 2004. 


 


	
  FMC
  BORROWERS

  	
  FLEETWOOD
  HOLDINGS INC.

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD
  HOMES OF ARIZONA, INC.

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD
  HOMES OF CALIFORNIA, INC.

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD
  HOMES OF FLORIDA, INC.

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD
  HOMES OF GEORGIA, INC.

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD
  HOMES OF IDAHO, INC.

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD
  HOMES OF INDIANA, INC.

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD
  HOMES OF KENTUCKY, INC.

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD
  HOMES OF NORTH CAROLINA, INC.

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD
  HOMES OF OREGON, INC.

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD
  HOMES OF PENNSYLVANIA, INC.

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD
  HOMES OF TENNESSEE, INC.

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD
  HOMES OF TEXAS, L.P.

  By:    FLEETWOOD
  GENERAL PARTNER

  OF TEXAS, INC., its General Partner

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD
  HOMES OF VIRGINIA, INC.

  



 


Exhibit A


 

















 


	
   

  	
  FLEETWOOD
  HOMES OF WASHINGTON, INC.

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD
  MOTOR HOMES OF CALIFORNIA, INC.

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD
  MOTOR HOMES OF INDIANA, INC.

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD
  MOTOR HOMES OF PENNSYLVANIA, INC.

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD
  TRAVEL TRAILERS OF CALIFORNIA, INC.

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD
  TRAVEL TRAILERS OF INDIANA, INC.

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD
  TRAVEL TRAILERS OF KENTUCKY, INC.

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD
  TRAVEL TRAILERS OF MARYLAND, INC.

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD
  TRAVEL TRAILERS OF OHIO, INC.

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD
  TRAVEL TRAILERS OF OREGON, INC.

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD
  TRAVEL TRAILERS OF TEXAS, INC.

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD
  FOLDING TRAILERS, INC.

  
	
   

  	
   

  
	
   

  	
  GOLD
  SHIELD, INC.

  
	
   

  	
   

  
	
   

  	
  GOLD
  SHIELD OF INDIANA, INC.

  
	
   

  	
   

  
	
   

  	
  HAUSER
  LAKE LUMBER OPERATION, INC.

  
	
   

  	
   

  
	
   

  	
  CONTINENTAL
  LUMBER PRODUCTS, INC.

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD
  GENERAL PARTNER OF TEXAS, INC.

  



 


S-9

















 


	
   

  	
  FLEETWOOD
  HOMES INVESTMENT, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Boyd. R. Plowman

  
	
   

  	
  Title:

  	
  Executive Vice
  President and Chief Financial Officer

  



 


S-10

















 


	
  FRC
  BORROWERS

  	
  FLEETWOOD
  RETAIL CORP.

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD
  RETAIL CORP. OF CALIFORNIA

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD
  RETAIL CORP. OF IDAHO

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD
  RETAIL CORP. OF KENTUCKY

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD
  RETAIL CORP. OF MISSISSIPPI

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD
  RETAIL CORP. OF NORTH CAROLINA

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD
  RETAIL CORP. OF OREGON

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD
  RETAIL CORP. OF VIRGINIA

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Boyd R. Plowman

  
	
   

  	
  Title:

  	
  Executive Vice
  President and Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
  OTHER
  GUARANTORS

  	
  FLEETWOOD
  ENTERPRISES, INC.

  
	
   

  	
  FLEETWOOD
  CANADA LTD.

  
	
   

  	
  BUCKINGHAM
  DEVELOPMENT CO.

  
	
   

  	
  FLEETWOOD
  INTERNATIONAL INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Boyd R. Plowman

  
	
   

  	
  Title:

  	
  Executive Vice
  President and Chief Financial Officer

  
					



 


S-11

















 


EXHIBIT A


 


AMENDMENT TO
WHOLESALE SECURITY AGREEMENT


 


[Attached Hereto]