Exhibit 10.1


 


AMENDMENT NUMBER TWO


to the


Master Loan and Security Agreement


Dated as of December 30, 2003


between


HOMEONE FUNDING I


and


GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.


 


This
AMENDMENT NUMBER TWO is made this 31st day of January, 2005, between
HOMEONE FUNDING I, having an address at 2150 West 18th Street, Houston, Texas
77008 (the “Borrower”) and GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.,
having an address at 600 Steamboat Road, Greenwich, Connecticut 06830 (the “Lender”),
to the Master Loan and Security Agreement, dated as of December 30, 2003,
by and between the Borrower and the Lender, as amended (the “Agreement”).  Capitalized terms used but not otherwise
defined herein shall have the meanings assigned to such terms in the Agreement.


 


RECITALS


 


WHEREAS,
the Borrower has requested that the Lender agree to amend the Agreement to
extend the Termination Date thereunder to February 14, 2005;


 


WHEREAS,
as of the date of this Amendment, the Borrower represents to the Lender that it
is in compliance with all of the representations and warranties and all of the
affirmative and negative covenants set forth in the Agreement and is not in
default under the Agreement; and


 


WHEREAS, the Borrower and the Lender have agreed to
amend the Agreement as set forth herein.


 


NOW
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, and for the mutual covenants herein contained,
the parties hereto hereby agree as follows:


 


SECTION 1.  Effective as of January 31, 2005, Section 1
of the Agreement is hereby amended by deleting the definition of Termination
Date and replacing it with the following:


 


“Termination Date” shall mean February 14, 2005, or such
earlier date on which this Loan Agreement shall terminate in accordance with
the provisions hereof or by operation of law.


 


SECTION 2.  Defined Terms.  Any terms capitalized but not otherwise
defined herein shall have the respective meanings set forth in the Agreement.


 


SECTION 3.  Limited Effect.  Except as amended hereby, the Agreement shall
continue in full force and effect in accordance with its terms.  Reference to this Amendment need not be made
in the Agreement or any other instrument or document executed in connection
therewith, or in any certificate, letter or communication issued or 


 





















 


made
pursuant to, or with respect to, the Agreement, any reference in any of such
items to the Agreement being sufficient to refer to the Agreement as amended
hereby.


 


SECTION 4.  Representations.  The Borrower hereby represents to the Lender
that as of the date hereof, the Borrower is in full compliance with all of the
terms and conditions of the Agreement and no Default or Event of Default has
occurred and is continuing under the Agreement.


 


SECTION 5.  Governing Law.
This Amendment Number Two shall be construed in accordance with the laws of the
State of New York and the obligations, rights, and remedies of the parties
hereunder shall be determined in accordance with such laws without regard to
conflict of laws doctrine applied in such state (other than Sections 5-1401 and
5-1402 of the New York General Obligations Law).


 


SECTION 6.  Counterparts.  This Amendment Number Two may be executed by
each of the parties hereto on any number of separate counterparts, each of
which shall be an original and all of which taken together shall constitute one
and the same instrument.


 


 


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IN WITNESS WHEREOF, the Borrower and the Lender have
caused this Amendment Number Two to be executed and delivered by their duly
authorized officers as of the day and year first above written.


 


	
   

  	
  HOMEONE FUNDING
  I

  
	
   

  	
  (Borrower)

  
	
   

  	
   

  
	
   

  	
  By: Wilmington
  Trust Company not in its 

  individual capacity but solely as Owner Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Rachel L. Simpson

  	
   

  
	
   

  	
  Name: Rachel L. Simpson

  
	
   

  	
  Title: Financial Services Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GREENWICH
  CAPITAL FINANCIAL 

  PRODUCTS. INC.

  
	
   

  	
  (Lender)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jon
  Stapleton

  	
   

  
	
   

  	
  Name: Jon
  Stapleton

  
	
   

  	
  Title: Vice
  President

  
					



 


 


Acknowledged and
Accepted:


 


	
  HOMEONE CREDIT
  CORP.

  	
   

  
	
  (Guarantor)

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Forrest D.
  Theobald

  	
   

  	
   

  
	
  Name: Forrest D.
  Theobald

  	
   

  
	
  Title: Secretary

  	
   

  
	
   

  	
   

  
	
  FLEETWOOD
  ENTERPRISES, INC.

  	
   

  
	
  (Guarantor)

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Forrest D.
  Theobald

  	
   

  	
   

  
	
  Name: Forrest D.
  Theobald

  	
   

  
	
  Title: Sr. Vice
  President – General Counsel and Secretary

  	
   

  



 


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