EX-10.10.1



 Exhibit 10.10.1 

FIRST AMENDMENT TO SHAREHOLDERS’ AGREEMENT 
 by and among 
 FLEETWOOD HOMES, INC. 

and 
 ITS
SHAREHOLDERS 
 Dated as of November 30, 2010 







 FIRST AMENDMENT TO SHAREHOLDERS’ AGREEMENT 

This FIRST AMENDMENT TO SHAREHOLDERS’ AGREEMENT (the “First Amendment”) is dated as of November 30, 2010, by
and among Fleetwood Homes, Inc., a Delaware Corporation (the “Company”), the Shareholders listed on Schedule A to the Shareholders’ Agreement (as defined below) and such other Shareholders who may become a party thereto and
hereto from time to time after the date hereof. The parties to this First Amendment are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” All capitalized terms used but not
otherwise defined herein shall have the meanings ascribed to them in the Shareholders’ Agreement. 
 RECITALS: 

On August 17, 2009, the Parties entered into that certain Shareholders’ Agreement by and among the Company and its Shareholders
(the “Shareholders’ Agreement”), which is incorporated herein by reference; 
 Each of the Shareholders
continues to be the record owner of that number of Shares set forth alongside its name on Schedule A to the Shareholders’ Agreement; and 
 As a result of the Company’s intended purchase of the assets of Palm Harbor Homes, Inc. (the “Asset Purchase”) the Shareholders and the Company wish to enter into this First Amendment to
provide for certain terms and conditions regarding the ownership and transfer of Shares, and certain other matters provided herein. 
 AGREEMENT: 
 NOW, THEREFORE, in consideration of premises and the mutual covenants
and agreements set forth herein, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 

AMENDMENTS: 
  

	1.	Schedule “B” to the Shareholders’ Agreement shall be amended to include the following at the end thereof: 


“For purposes of this Schedule B, the term “EBITDA” Pertaining to the Company means, Consolidated Net Income
plus Consolidated Income Tax Expense (or minus Consolidated Income Tax Benefit) plus Consolidated Depreciation and Amortization plus Fleetwood Homes Interest Expense plus Palm Harbor Homes (Excludes CountryPlace) Interest
Expense minus Fleetwood Homes Interest Income minus Palm Harbor Homes (Excludes CountryPlace) Interest Income minus any one-time gain (or plus any one time loss) on an asset sale. 







 Example for Illustration Purposes Only 

 

					
	 Consolidated Net Income
	  	$	10,000,000	  
	 Consolidated Income Tax Expense
	  	 	4,000,000	  
	 Consolidated Depreciation and Amortization
	  	 	1,000,000	  
	 Fleetwood Homes Interest Expense
	  	 	500,000	  
	 Palm Harbor Homes Interest Expense
	  	 	500,000	  
	 Fleetwood Homes Interest Income
	  	 	(1,000,000	) 
	 Palm Harbor Homes Interest Income
	  	 	(1,000,000	) 
	 Gain on sale of idle facility
	  	 	(750,000	) 
	 Loss on sale of idle facility
	  	 	750,000	  
	 EBITDA
	  	$	14,000,000	  

 “Cash and cash equivalents” means consolidated cash and cash equivalents minus (i) cash
and cash equivalents at Standard Casualty minus (ii) Excess cash and cash equivalents at CountryPlace.” 

“CountryPlace” means, collectively, CountryPlace Holdings, LLC, a Delaware limited liability company, CountryPlace Acceptance
Corporation, a Nevada corporation, CountryPlace Mortgage, Ltd., a Texas limited partnership, CountryPlace Mortgage Holdings, LLC, a Delaware limited liability company, CountryPlace Acceptance G.P., LLC, a Texas limited liability company, and
CountryPlace Acceptance L.P., LLC, a Delaware limited liability company, CountryPlace Funding, a Delaware corporation, and CountryPlace Title, LTD, a Texas corporation.” 
 “Excess cash and cash equivalents at CountryPlace” means any cash and cash equivalents in excess of $10,000,000.” 
 “Standard Casualty” means Standard Casualty Co., a Texas corporation, Standard Insurance Agency, Inc., a Texas corporation, and Palm Harbor Insurance Agency of Texas, a Texas corporation.

  

	2.	This First Amendment constitutes the entire agreement of the Parties to amend the Shareholders’ Agreement. Except as expressly amended by this First Amendment, the
Shareholders’ Agreement and the First Amendment remain in full force and effect, without modification. 

  

	3.	This First Amendment may be executed in two or more counterparts, each of which shall be deemed an original copy and all of which, when taken together, shall be deemed
to constitute one and the same agreement. The exchange of copies of this First Amendment and of signature pages by facsimile transmission shall constitute effective execution and delivery of this Amendment as to the Parties and may be used in lieu
of the original First Amendment for all purposes. Signatures of the Parties transmitted by facsimile shall be deemed to be their original signatures for all purposes. 









	4.	The provisions and substance of sections 9.5, 9.6, 9.7, and 9.8 of the Shareholders’ Agreement shall apply to this First Amendment as if included as a part hereof.


  

	5.	This First Amendment is subject to and shall be effective upon the closing of the Asset Purchase. In the event the transaction does not close, this Amendment shall be
void. 

 IN WITNESS HEREOF, the Parties have executed this First Amendment on the date first written above.

  

	
	Fleetwood Homes, Inc., a Delaware Corporation
	
	 /s/ Joseph H. Stegmayer

	Joseph H. Stegmayer
	Vice President
	
	Cavco Industries, Inc., a Delaware Corporation
	
	 /s/ Joseph H. Stegmayer

	Joseph H. Stegmayer
	President

 Third Avenue Trust, a Delaware business trust, on behalf of Third Avenue Value Fund 

 

	
	 /s/ Vincent J. Dugan

	Vincent J. Dugan
	Chief Financial Officer