Exhibit 10.1


 


THIRD AMENDMENT TO


THIRD
AMENDED AND RESTATED CREDIT AGREEMENT


AND
CONSENT OF GUARANTORS


 


This THIRD AMENDMENT TO THIRD AMENDED AND RESTATED
CREDIT AGREEMENT AND CONSENT OF GUARANTORS (this “Amendment”)
is dated as of January 16, 2008, and entered into by and among FLEETWOOD ENTERPRISES, INC.  (“Fleetwood”), FLEETWOOD HOLDINGS INC. and
its Subsidiaries listed on the signature pages hereof (collectively, “Borrowers”),
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 Third
Amended and Restated Credit Agreement dated as of January 5, 2007, as
amended by that certain First Amendment to Third Amended and Restated Credit
Agreement and Consent of Guarantors dated as of May 25, 2007, and that
certain Second Amended and Restated Credit Agreement and Consent of Guarantors
dated as of September 18, 2007 (as amended, amended and restated,
extended, supplemented or otherwise modified from time to time, the “Credit Agreement”).  Any terms defined in the Credit Agreement and
not defined in this Amendment are used herein as defined in the Credit
Agreement;


 


Whereas, the Borrowers have
requested an amendment to the Credit Agreement to increase the maximum “Unused
Letter of Credit Subfacility” from $75,000,000 to $90,000,000; and


 


Whereas, the Lenders and the
Agent are willing to agree to the amendment requested by the Borrowers, 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.     AMENDMENT 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 Annex A.  The defined term “Unused Letter of Credit
Subfacility” shall be amended by replacing the reference therein to “$75,000,000”
with a reference to “$90,000,000.”


 


1

















 


2.     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 represent and warrant to
each Lender and the Agent that the following statements are true, correct and
complete:


 


2.1   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 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.


 


2.2   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.


 


2.3   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 Loan 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.


 


2.4   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.


 


2.5   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.


 


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


 


2.7   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.


 


3.     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:


 


2

















 


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


 


3.2   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.


 


3.3   Delivery
of Documents.  The Agent
shall have received such documents as the Agent may reasonably request in
connection with this Amendment.


 


4.     EFFECTIVE DATE.  This
Amendment shall become effective (the “Effective Date”) on the date of
the satisfaction of the conditions set forth in Section 3.


 


5.     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.


 


6.     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.


 


8.     NO WAIVER.  The execution, delivery and
effectiveness of this Amendment does 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.     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.


 


3

















 


10.   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.


 


4

















 


IN WITNESS WHEREOF, each of the
undersigned has duly executed this Amendment as of the date set forth above.


 


	
  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.

  



 


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  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:

  	
  /s/
  Boyd R. Plowman

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Boyd R. Plowman

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice
  President and Chief

  
	
   

  	
   

  	
   

  	
  Financial Officer

  



 


S-6

















 


	
  GUARANTOR

  	
  FLEETWOOD
  ENTERPRISES, INC., as the
  Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Boyd R. Plowman

  	
   

  
	
   

  	
  Name:

  	
  Boyd R. Plowman

  
	
   

  	
  Title:

  	
  Executive Vice
  President and Chief

  Financial Officer

  



 


 


IN WITNESS WHEREOF, each of the
undersigned has duly executed this Amendment as of the date set forth above.


 


 


	
   

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

  as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Todd Eggersten

  	
   

  
	
   

  	
  Name:

  	
  Todd Eggertsen

  
	
   

  	
  Title:

  	
  Vice President

  



 


 


	
   

  	
  WELLS
  FARGO FOOTHILL, INC., fka

  FOOTHILL CAPITAL CORPORATION,
  as 

  a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Juan Barrera

  	
   

  
	
   

  	
  Name:

  	
  Juan Barrera

  
	
   

  	
  Title:

  	
  Vice President

  



 


 


	
   

  	
  THE CIT GROUP/BUSINESS CREDIT, 

  INC., as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jang Kim

  	
   

  
	
   

  	
  Name:

  	
  Jang Kim

  
	
   

  	
  Title:

  	
  Vice President

  



 


S-7

















 


	
   

  	
  TEXTRON FINANCIAL CORPORATION,

  as a Lender

  
	
   

  	
  By:

  	
  /s/ Norbert Schmidt

  	
   

  
	
   

  	
  Name:

  	
  Norbert Schmidt

  
	
   

  	
  Title:

  	
  Senior Account
  Executive

  



 


 


	
   

  	
  PNC BANK, NATIONAL ASSOCIATION, as

  a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robin L. Arriola

  	
   

  
	
   

  	
  Name:

  	
  Robin L. Arriola

  
	
   

  	
  Title:

  	
  Vice President

  



 


 


	
   

  	
  WACHOVIA CAPITAL FINANCE

  CORPORATION (WESTERN), as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gary Whitaker

  	
   

  
	
   

  	
  Name:

  	
  Gary
  Whitaker

  
	
   

  	
  Title:

  	
  Director

  
					



 


S-8

















 


CONSENT
OF GUARANTORS


 


Each of the undersigned is a Guarantor of the Obligations of the
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 16th day of January, 2008.


 


 


	
  GUARANTORS

  	
  FLEETWOOD
  ENTERPRISES, INC. 

  
	
   

  	
  FLEETWOOD
  CANADA LTD.

  
	
   

  	
  FLEETWOOD
  INTERNATIONAL INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Boyd R. Plowman

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Boyd
  R. Plowman

  
	
   

  	
  Title:

  	
  Executive
  Vice President and Chief

  
	
   

  	
   

  	
  Financial
  Officer

  



 


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