Exhibit 10.1


 


SECURITIES
PURCHASE AGREEMENT


 


This Securities Purchase Agreement (this “Agreement”) is made and entered into this 26th day of July,
2006, by and among Fleetwood Enterprises, Inc., a Delaware corporation (“Buyer”), and Angelo, Gordon & Co., LP,
a Delaware limited partnership (“Seller”),
as investment manager for the Beneficial Owners (as defined below).


 


WHEREAS, Seller is the investment manager for certain of its affiliates
that beneficially own (the “Beneficial Owners”)
1,000,000 shares of the 6% Convertible Trust Preferred Securities due 2028,
stated liquidation amount of $50 per share (the “Securities”), of Fleetwood Capital Trust, a Delaware statutory
trust (the “Trust”), and Seller
has full power and authority to dispose of the Securities as investment manager
on behalf of the Beneficial Owners as contemplated in this Agreement; and


 


WHEREAS, Seller desires to sell, and Buyer desires to purchase, all
right, title and interest in and to the Securities from Seller, on the terms
and subject to the conditions set forth in this Agreement.


 


NOW, THEREFORE, in consideration of the foregoing recitals and
representations, warranties and covenants herein set forth, the parties hereto
agree as follows:


 


1.                                      Purchase and Sale of the Securities


 


1.1           Purchase of the
Securities.  At the Closing (as
defined in Section 1.3 below), on the terms and subject to the
conditions set forth herein, Seller shall, on behalf of the Beneficial Owners,
sell, transfer, convey, assign and deliver to Buyer, and Buyer shall purchase,
acquire and accept from Seller, the Securities, free and clear of all
encumbrances.  The purchase price for the
Securities shall be paid in accordance with the terms of Section 1.2
below.


 


1.2           Purchase Price for
the Securities.  Subject to Section
1.3(b) below, as full consideration for the Securities, including all
accrued and unpaid interest thereon, Buyer shall pay an aggregate of $31,000,000.00
(the “Purchase Price”) to Seller
by wire transfer of immediately available funds to an account designated by
Seller in writing to Buyer (“Seller’s Account”),
such Seller’s Account to be designated at least one business day prior to the
Closing Date (as defined in Section 1.3 below).


 


1.3           Closing and Closing
Date.


 


(a)           The closing (the “Closing”) of the transactions contemplated
by this Agreement shall take place at 10:00 a.m. Pacific Daylight Time on the date
hereof, or such other time and date as may be mutually agreed upon by Buyer and
Seller (the “Closing Date”).


 


(b)           At the Closing, (i) Seller
shall, on behalf of the Beneficial Owners, deliver, or cause to be delivered, the
Securities via the Depositary Trust Company’s “Delivery Without A Certificate” FAST
electronic delivery system to The Bank of New York, as trustee for the


 

















 


Securities (“Trustee”),
to Trustee’s account, DTC participant number 901, at the Depositary Trust
Company (“Trustee’s Account”) and (ii) immediately
upon receipt by Trustee of the Securities in Trustee’s Account, Buyer shall pay
the Purchase Price to Seller by wire transfer of immediately available funds to
Seller’s Account.


 


2.                                      Representations and Warranties of Seller


 


Seller hereby represents and warrants to Buyer that:


 


2.1           Ownership of the Securities. 
Seller is the investment manager for the Beneficial Owners.  The Beneficial Owners own the Securities, free
and clear of all liens, security interests or encumbrances of any kind.  Upon delivery of the Securities to Buyer at
the Closing, Buyer will own the Securities, free and clear of all liens,
pledges, security interests, restrictions, prior assignments, options, charges,
agreements or other claims or encumbrances of any kind, and will receive good and
marketable title to the Securities.


 


2.2           Authority and Execution. 
Seller has the full power and authority to dispose of the Securities as
investment manager on behalf of the Beneficial Owners as contemplated in this
Agreement.  Seller has the requisite
power and authority to enter into this Agreement and to consummate the
transactions contemplated hereby. 
This Agreement has been duly
executed and delivered by Seller and constitutes the legal, valid and binding
obligation of Seller, enforceable against it in accordance with its terms,
subject to customary exceptions as to bankruptcy and the availability of
equitable remedies.


 


2.3           No Consents or
Violation.  No consent, waiver of
approval or authorization is required by Seller from any person or entity in connection with the execution,
delivery and performance of this Agreement by Seller and the transactions contemplated hereby.  The execution, delivery and performance by Seller of this Agreement and the
transactions contemplated hereby do not and will not violate in any material
respect, result in a material breach of, constitute (with due notice or lapse
of time or both) a material default or cause any material obligation, penalty,
premium or right of termination to arise or accrue under any material
agreement, contract or other arrangement to which Seller or any of the Beneficial Owners is a party.


 


2.4           Acknowledgment.  In
executing this Agreement, Seller is relying solely upon its own judgment,
belief and knowledge and the advice and recommendations of its independently
selected legal counsel and financial advisor(s) concerning the transactions
contemplated by this Agreement.  Seller acknowledges that neither Buyer
nor any of its advisors, agents or representatives has attempted to value the
Securities, nor has any of them represented to Seller that the Purchase Price
is a fair price.  Seller acknowledges that it is not executing this Agreement in
reliance on any promise, representation, or warranty not expressly contained in
this Agreement.


 


2.5           Advisors.  Seller
has consulted its own advisors and has not sought, received or relied on
any economic, legal, tax or other advice from Buyer or the Trust or their
respective advisors, agents or representatives in connection with making the
decision to enter into this Agreement.


 


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3.                                      Representations and Warranties of Buyer


 


Buyer hereby represents and warrants to Seller that:


 


3.1           Authority and
Execution.  Buyer has the requisite power and authority to enter into this Agreement
and to consummate the transactions contemplated hereby.  This Agreement has been duly executed
and delivered by Buyer and constitutes the legal, valid and binding obligation
of Buyer, enforceable against it in accordance with its terms, subject to
customary exceptions as to bankruptcy and the availability of equitable
remedies.


 


3.2           Acknowledgement.


 


(a)           In
executing this Agreement, Buyer is relying solely upon its own judgment, belief
and knowledge and the advice and recommendations of its independently selected
legal counsel and financial advisor(s) concerning the transactions contemplated
by this Agreement.  Buyer acknowledges that neither Seller nor
any of its advisors, agents or representatives has attempted to value the
Securities, nor has any of them represented to Buyer that the Purchase Price is
a fair price.  Buyer acknowledges that it is not executing this Agreement in
reliance on any promise, representation, or warranty not expressly contained in
this Agreement.


 


(b)           Buyer acknowledges that
it is a sophisticated purchaser of equity securities like the Securities and
has independently and without reliance upon Seller (except as set forth in Section
2 above) and based on such information as Buyer has deemed appropriate in
its independent judgment made its own analysis and decision to enter into this
Agreement.  Seller has not made and does
not make any representation or warranty, whether express or implied, of any
kind or character except as expressly set forth in Section 2 above and
Seller has no obligations to Buyer, whether express or implied, including,
without limitation, fiduciary obligations.


 


(c)           Buyer
is acquiring the Securities pursuant to the terms and conditions of this
Agreement for its own account and for purposes of cancelling the Securities
only and not with a view towards, and Buyer has no present intention, agreement
or arrangement regarding, the distribution, transfer, assignment, resale or
subdivision of the Securities.  Buyer is
experienced in investment matters, fully understands the transactions
contemplated hereby, has the knowledge and experience in financial matters as
to be capable of evaluating the merits and risks of its purchase of the
Securities and has the financial ability and resources to bear the economic
risks of its purchase of the Securities. 
Buyer represents that it is an “Accredited Investor” as that term is
defined in Rule 501 of Regulation D of the Securities Act of 1933, as amended
(the “Securities Act”).


 


(d)           Buyer is fully aware
that Seller is relying upon an exemption from registration under the Securities
Act and comparable exemptions under state securities or Blue Sky laws, and upon
the truth and accuracy of Buyer’s representations set forth herein.  Buyer understands that the Securities are “restricted
securities” for purposes of Rule 501 of Regulation D of the Securities Act, and
may not in any event be sold, transferred, offered for sale or otherwise
disposed of by Buyer without registration under the Securities Act, except
pursuant to an exemption from the Securities Act.


 


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3.3           Advisors.  Buyer
has consulted its own advisors and has not sought, received or relied on
any economic, legal, tax or other advice from Seller or their respective
advisors, agents or representatives in connection with making the decision to
enter into this Agreement.


 


3.4           Affiliate
Relationship.  The Trust was
established pursuant to the Amended and Restated Declaration of Trust, dated as
of February 10, 1998, of the Trust, for the sole purpose of issuing and selling
the Securities and investing the proceeds therefrom in Buyer’s 6% Convertible Subordinated
Debentures due 2028, and Buyer is the guarantor of the Securities.


 


4.                                      Conditions


 


4.1           Conditions to
Obligations of Buyer.  The
obligations of Buyer set forth in this Agreement are subject to the
satisfaction by Seller or waiver by Buyer at or prior to the Closing Date of
the following conditions:


 


(a)           each of the
representations and warranties of Seller set forth in this Agreement shall be
true and correct in all material respects as of the Closing Date as though made
on and as of the Closing Date; and


 


(b)           Seller shall have
performed all obligations required to be performed by it under this Agreement
at or prior to the Closing Date.


 


4.2           Conditions to
Obligations of Seller.  The
obligations of Seller set forth in this Agreement are subject to the
satisfaction by Buyer or waiver by Seller at or prior to the Closing Date of
the following conditions:


 


(a)           each of the
representations and warranties of Buyer set forth in this Agreement shall be
true and correct in all material respects as of the Closing Date as though made
on and as of the Closing Date; and


 


(b)           Buyer shall have
performed in all material respects all obligations to be performed by it under
this Agreement at or prior to the Closing Date.


 


5.                                      Miscellaneous


 


5.1           Further Assurances.  At any time or from time to time upon the
request of a party, the other party will execute and deliver such further
documents and do such other acts as the requesting party may reasonably request
in order to effect fully the purposes of this Agreement.


 


5.2           Amendment and
Modification.  This Agreement may be
amended, modified, or supplemented only by written agreement of Buyer and
Seller.


 


5.3           Notices.  All notices and other communications
hereunder must be in writing and will be deemed delivered when received personally,
by commercial courier service, reputable overnight delivery service or by
facsimile to the parties at the addresses set forth on the signature page of
this Agreement (or at such other address for a party as may be specified by
like notice).


 


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5.4           Binding Effect;
Assignment.  This Agreement shall be
binding upon and inure to the benefit of the parties and their successors and
assigns.  Seller may not assign any of
its rights, interests, or obligations hereunder without the prior written
consent of Buyer.  This Agreement is not
intended to confer upon any other person except the parties hereto any rights
or remedies hereunder.  Any purported
assignment by Seller in violation of this Section 5.4 will be null,
void and without legal effect.


 


5.5           Governing Law.  This Agreement shall be governed by, and
construed and enforced in accordance with, the internal laws of the State of
California without regard to its conflict of laws provisions.  The
parties expressly and irrevocably consent to the exclusive personal
jurisdiction and venue of the federal and state courts sitting within the
County of New York, New York.  The
parties expressly waive all defenses of lack of personal jurisdiction and forum
non conveniens with respect to the federal and state courts sitting within the
County of New York, New York.


 


5.6           Attorneys’ Fees.  If any action at law or in equity is
necessary to enforce or interpret the terms of this Agreement, the prevailing
party will be entitled to reasonable attorneys’ fees, costs and reasonable
disbursements in addition to any other relief to which such party may be
entitled.


 


5.7           Entire Agreement.  This Agreement embodies the entire agreement
and understanding of the parties hereto in respect of the subject matter
contained herein.  This Agreement
supersedes all prior agreements and understandings and all contemporaneous oral
agreements and understandings between the parties with respect to such subject
matter.  No discussions regarding or exchange
of drafts or comments in connection with the transactions contemplated herein
will constitute an agreement among the parties hereto.


 


5.8           Fees and Expenses.  Each of Buyer and Seller shall pay its
respective fees and expenses incurred in connection with the preparation,
negotiation, execution and delivery of, and the consummation of the
transactions contemplated by, this Agreement.


 


5.9           Survival of
Representations and Warranties; Indemnification.  All agreements, covenants, representations
and warranties of Buyer and Seller contained in or made pursuant to this
Agreement, including this Section 5.9, shall survive the execution and
delivery of this Agreement and the Closing, and shall in no way be affected by
any investigation of the subject matter thereof made by or on behalf of Seller
or Buyer.  Seller shall indemnify and
hold Buyer harmless from and against any and all liabilities relating to or
arising out of any breach by Seller of any of its representations, warranties
or covenants contained in this Agreement. 
Buyer shall indemnify and hold Seller harmless from and against any and
all liabilities relating to or arising out of any breach by Buyer of any of its
representations, warranties or covenants contained in this Agreement.


 


5.10         Representation By
Counsel.  The parties hereto
acknowledge to each other that each has been advised to seek advice from its
own legal counsel and that each has executed this Agreement after being so
advised and without reliance upon any promise or representation of any person
or persons acting for or on behalf of the other, except as expressly set forth
in this Agreement.


 


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5.11         Counterparts.  This Agreement may be executed in any number
of counterparts, each of which will be deemed an original, but all of which
together will constitute one instrument. 
Signatures transmitted by facsimile will be deemed original signatures.


 


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IN
WITNESS WHEREOF, the parties have caused this Agreement to become effective as
of the date set forth above.


 


 


	
   

  	
  BUYER:

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD ENTERPRISES, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Boyd R. Plowman

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Boyd R. Plowman

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President and Chief

  
	
   

  	
   

  	
   

  	
  Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Fleetwood Enterprises, Inc.

  
	
   

  	
  3125 Myers Street

  
	
   

  	
  Riverside, California 92503

  
	
   

  	
  Attention: Boyd R. Plowman

  
	
   

  	
  Facsimile: (951) 351-3373

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SELLER:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ANGELO, GORDON & CO., LP, as investment

  manager for the beneficial owners of the Securities

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joseph R. Wekselblatt

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Joseph R. Wekselblatt

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Angelo, Gordon & Co., LP

  
	
   

  	
  245 Park Avenue

  
	
   

  	
  New York, New York 10167

  
	
   

  	
  Facsimile: (212) 867-6395