Exhibit
10.1


 


FIFTH AMENDMENT TO

CREDIT AGREEMENT

AND CONSENT OF GUARANTORS


 


This FIFTH  AMENDMENT TO CREDIT AGREEMENT AND
CONSENT OF GUARANTORS (this “Amendment”) is dated as of
January 24, 2003, 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 Security Agreement and Consent of Guarantors
dated as of December 7, 2001, and that certain Fourth Amendment to
Credit Agreement and Security Agreement and Consent of Guarantors dated as of
July 12, 2002 (the “Credit Agreement”; capitalized terms used in
this Amendment without definition shall have the meanings given such terms in
the Credit Agreement); and


 


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


 


Whereas, the Lenders and the Agent are
willing to agree to the amendments 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.                                       COMMITMENT ADJUSTMENTS.  Each of the parties hereto acknowledges that
certain Lenders are ceasing to be Lenders as of the Fifth Amendment Effective
Date (as defined below) and that certain adjustments in the Commitments of
other Lenders will be effective on the Fifth Amendment Effective Date.  Accordingly, the parties hereto agree that
on and as of the Fifth Amendment Effective Date: (a) the Commitments of
the Lenders identified in Schedule II as terminating lenders (such Lenders, the
“Terminating Lenders”) shall terminate and each Terminating Lender shall
cease to be a party to the Credit Agreement; and (b) the Commitments of
each Lender that is not a Terminating Lender shall be 


 

















 


adjusted to the amount set forth for such Lender on Schedule I as the
Commitment of such Lender.


 


2.                                       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:


 


2.1                                 Amendments
to Annex A to Credit Agreement (Definitions). 
Annex A will be amended as follows:


 


(a)                                  The definition of “Liquidity”
is deleted in its entirety.


 


(b)                                 The definition of “Eligible
Accounts” is amended by deleting the phrase “Majority Lenders” appearing in
the second sentence thereof and replacing it with the phrase “all Lenders”.


 


(c)                                  The definition of “Eligible
Inventory” is amended by deleting the phrase “Majority Lenders” appearing
in the second sentence thereof and replacing it with the phrase “all Lenders”.


 


(d)                                 The definition of “Permitted
Liens” is amended by deleting clause (m) thereof and replacing it with the
following clause (m):


 


“(m)                         Liens
securing Debt permitted under Section 7.13(d), (e), (s), (t) and (u).


 


(e)                                  The definitions of “Applicable
Margin”, “Maximum Inventory Loan Amount”, “Maximum Revolver
Amount” and “Qualified Cash Equivalents” in Annex A of the
Credit Agreement are amended to read as follows:


 


“Applicable Margin”
means (i) with respect to the Term Loans, 3.00%, increasing to 6.00% on
the first Anniversary Date; and (ii) with respect to the Revolving Loans,
all other Obligations (other than the Term Loans), the Unused Line Fee and the
Letter of Credit Fee, a rate per annum corresponding to the Levels set forth
below opposite the Fixed Charge Coverage Ratio set forth below determined for
the four-Fiscal Quarter Period ended as of the end of the most recent Fiscal
Quarter.  The Applicable Margin shall be
based on Level III from the Fifth Amendment Effective Date
until delivery of Financial Statements evidencing a need for adjustment under
the following grids, and (x) in no event shall
Level I or Level II be available until after delivery
of the Financial Statements for the Fiscal Quarter ending the last Sunday in
January 2003, and (y) in no event shall Level I be available until after
delivery of Financial Statements for the Fiscal Quarter ending the last Sunday
in April 2003. 
Adjustments in Applicable Margins shall be determined by reference to
the following grid:


 


Fixed Charge Coverage Ratio:


 


	
  If Fixed
  Charge Coverage Ratio is:

  	
   

  	
  Level

  	
   

  
	
  Greater than or equal to 1.30:1.00

  	
   

  	
  Level I

  	
   

  
	
  Greater than or equal to 1.10:1.00, but  less than 1.30:1.00

  	
   

  	
  Level II

  	
   

  
	
  Greater than or equal to 0.75:1.00, but  less than 1.10:1.00

  	
   

  	
  Level III

  	
   

  
	
  Less than 0.75:1.00

  	
   

  	
  Level IV

  	
   

  



 


2

















 


Low to High


 


	
   

  	
   

  	
  Applicable
  Margins

  	
   

  
	
   

  	
   

  	
  Level I

  	
   

  	
  Level II

  	
   

  	
  Level III

  	
   

  	
  Level IV

  	
   

  
	
  Base Rate
  Revolving Loans

  	
   

  	
  0.00

  	
  %

  	
  0.50

  	
  %

  	
  1.00

  	
  %

  	
  1.50

  	
  %

  
	
  LIBOR Revolving
  Loans

  	
   

  	
  2.25

  	
  %

  	
  2.75

  	
  %

  	
  3.25

  	
  %

  	
  3.75

  	
  %

  
	
  Unused Line Fees

  	
   

  	
  0.50

  	
  %

  	
  0.50

  	
  %

  	
  0.50

  	
  %

  	
  0.625

  	
  %

  
	
  Letter of Credit
  Fees

  	
   

  	
  2.25

  	
  %

  	
  2.75

  	
  %

  	
  3.25

  	
  %

  	
  3.75

  	
  %

  



 


All adjustments in the Applicable Margin shall be
based on the unaudited Financial Statements delivered pursuant to Section
5.2(b) and shall be implemented on the first day of the calendar month
commencing at least 5 days after the date of delivery to the Lenders of the
Financial Statements evidencing
the need for an adjustment, provided, however, that if the
Applicable Margins are adjusted at the end of any Fiscal Year based upon
unaudited Financial Statements delivered pursuant to Section 5.2(b) and
if Fixed Charge Coverage Ratio determined from the audited Financial Statements
for such Fiscal Year requires an adjustment in the Applicable Margins that
would result in higher Applicable Margins, then the Applicable Margins shall be
adjusted retroactively based on such audited Financial Statements and any
increased amount owed by the Borrowers as a result thereof shall be paid on the
next applicable payment date.  Failure
to timely deliver any Financial Statements shall, in addition to any other
remedy provided for in this Agreement, result in an increase in the Applicable
Margins to the highest level set forth in the foregoing grid, until the first
day of the first calendar month following the delivery of those Financial
Statements demonstrating that such an increase is not required.  If a Default or Event of Default has
occurred and is continuing at the time any reduction in the Applicable Margins is
to be implemented, such reduction shall not occur.”


 


“Maximum Inventory
Loan Amount” means $70,000,000 for both of FMC and FRC combined.


 


“Maximum Revolver Amount” means $130,000,000.


 


“Qualified Cash Equivalents” means, as of the
date for any Person, the balance of cash and marketable securities held by such
Person in the United States on such date, which cash and marketable securities
are held in an account with the Agent and are subject to a first priority,
perfected Lien in favor of the Agent and the use of which is not otherwise
restricted, by law or by agreement.


 


2.2                                 Additions to Annex A to Credit
Agreement (Definitions). 
The following definitions of “Borrower Liquidity”, “Fifth
Amendment”, “Fifth Amendment Effective Date”, “Fleetwood
Liquidity”, “Flexibility Conditions”, “Release Certificate”,
“Release Date”,


 


3

















 


 “Release Eligible Real Estate”, “Release
Property” “Supermajority Lenders” and “Warehouse Financing Line
of Credit” are added in Annex A of the Credit Agreement in
appropriate alphabetical order:


 


“Borrower Liquidity” means, for any calendar
month, the sum of (a) the average daily Aggregate Availability during such
calendar month plus (b) the average daily Qualified Cash Equivalents
held by the Borrowers.


 


“Fifth Amendment” means that certain Fifth
Amendment to Credit Agreement and Consent of Guarantors, dated as of January
24, 2003, and entered into by and among Fleetwood, Holdings and its
Subsidiaries listed on the signature pages thereof Retail and its Subsidiaries
listed on the signature pages thereof, the banks and other financial
institutions signatory thereto that are parties as Lenders to this Agreement
and Bank of America, N.A., as administrative agent and collateral agent for the
Lenders.


 


“Fifth Amendment Effective Date” means the
later of (x) January 24, 2003 or (y) the date upon which each of the
conditions set forth in Section 4 of the Fifth Amendment has been satisfied and
the Fifth Amendment has become effective.


 


“Fleetwood Liquidity” means, for any calendar
month, the sum of (a) the average daily Aggregate Availability during such
calendar month plus (b) the average daily Qualified Cash Equivalents
held by the Loan Parties.


 


“Flexibility Conditions” means as of any date
and with respect to any transaction, (a) no Default or Event of Default
has occurred and is continuing as of such date both before and after giving
effect to such transaction, (b) Fleetwood Liquidity for the thirty-day
period ending as of the date of the applicable transaction, calculated on a pro
forma basis as if such transaction had occurred on the first day of such
thirty-day period, is in compliance with the requirement of such Section
7.23(a) for the then current calendar month; and (c) Borrower
Liquidity for the thirty-day period ending as of the date of the applicable
transaction, calculated on a pro forma basis as if such transaction had
occurred on the first day of such thirty-day period, is in compliance with the
requirement of such Section 7.23(b) for the then current calendar month.


 


“Release Certificate” has the meaning provided
in Section 2.7(a).


 


“Release Date” has the meaning provided in
Section 2.7(a).


 


“Release Eligible Real Estate” means the Real
Estate listed on Schedule 1.4, to the Agreement, in which the Agent, for
the benefit of the Lenders, has been granted a first priority Lien, and such
Lien remains in effect on the Fifth Amendment Effective Date.


 


“Release Property” has the meaning provided in
Section 2.7(a).


 


“Supermajority Lenders” means at any date of
determination Lenders whose Pro Rata Shares aggregate more than 75%.


 


4

















 


“Warehouse Financing Line of Credit” means a
line of credit entered into by Finance Co., the proceeds of which are used
solely to either (a) fund loans to retail customers who are purchasing
products manufactured by Fleetwood or its Subsidiaries from (i) Fleetwood,
(ii) Subsidiaries of Fleetwood or (iii) independent dealers who are,
as of the date of the funding of the loan to the applicable retain customer,
purchasing from Fleetwood or its Subsidiaries new products manufactured by
Fleetwood or its Subsidiaries, or (b) refinance or restructure loans to
retail customers described in clause (a) of this definition; provided
that the documents and other agreements executed by Fleetwood in connection
with such Warehouse Financing Line of Credit are reasonably satisfactory in
form and substance to the Agent.


 


2.3                                 Amendment to
Schedule 1.2. 
Schedule 1.2 of the Credit Agreement is deleted and replaced with
Schedule 1.2 attached hereto.


 


2.4                                 Amendment to
Section 1.2. 
Clause (i) of Section 1.2 is amended by deleting the “$10,000,000”
appearing therein and replacing it with “$7,500,000”.


 


2.5                                 Amendment to
Article 2. 
Section 2.7 shall be deleted in its entirety and the following Section
2.7 and Section 2.8 shall be added at the end of Article 2:


 


“2.7                           Release of Certain Collateral.  From and after the Fifth Amendment Effective
Date and prior to the date six months after the Fifth Amendment Effective Date,
Borrowers may request a release (the “Property Release”) of the Lien in
favor of the Collateral Agent for the benefit of the Lenders on the Release
Eligible Real Estate; provided that as of the date of the Property
Release, the following conditions are satisfied:


 


(a)                                  not
later than thirty (30) days prior to the date of the Property Release, the
Borrowers have provided the Agent with a certificate (the “Release
Certificate”) identifying the Release Eligible Real Estate to be released
(the “Release Property”) and stating the proposed date of the Property
Release (such date, the “Release Date”);


 


(b)                                 no
Default or Event of Default has occurred and is continuing as of the date of
the Release Certificate and as of the Release Date, both before and after
giving effect to the Property Release;


 


(c)                                  the
Flexibility Conditions are satisfied as of the Release Date both before and
immediately after giving effect to the Property Release;


 


(d)                                 the
Agent shall have received an appraisal or appraisals (in form and substance and
by an appraiser reasonably satisfactory to Agent) for the parcels of Release
Eligible Real Estate that are not being released (such parcels, the “Appraised
Parcels”), dated no more than three (3) months prior to the Release Date;
and


 


5

















 


(e)                                  the
Appraised Parcels shall have an appraised value, as set forth in the appraisals
provided pursuant to clause (d) of this Section 2.7, of at least
$60,000,000.


 


On the Release
Date, if the conditions set forth in this Section 2.7 are satisfied, all
Liens on the Release Property in favor of the Collateral Agent for the benefit
of the Lenders shall be released.


 


2.8                                 Substitution of Property.  Borrowers may from time to time provide
substitute real property collateral (the “Substituted Property”) for any
real property Collateral; provided that for each such substitution (a “Property
Substitution”) the following conditions are satisfied with respect to such
Property Substitution and the applicable Substituted Property:


 


(a)                                  no
Default or Event of Default has occurred and is continuing both before and
after giving effect to such Property Substitution;


 


(b)                                 the
Flexibility Conditions are satisfied as of the date of and both before and
immediately after giving effect to such Property Substitution;


 


(c)                                  the
applicable Substituted Property is free and clear of all Liens other than Liens
described in clauses (a), (b) and (e) of the definition of Permitted Liens;


 


(d)                                 Agent
shall have received an appraisal (in form and substance and by an appraiser
reasonably satisfactory to Agent) for the applicable Substituted Property (the
“Substituted Property Appraisal”), dated no more than three (3) months
prior to the date of such Property Substitution;


 


(e)                                  the
appraised value of the applicable Substituted Property, as set forth in the
Substituted Property Appraisal be equal to or greater than the value, as
reasonably determined by Agent, of the portion of the Collateral being replaced
(the “Replaced Property”);


 


(f)                                    Agent
shall have received each of the following:


 


(i)                                     a
fully executed Mortgage (the “Substituted Property Mortgage”) with
respect to each parcel of the Substituted Property, in substantially the form
of the Mortgages delivered as of the Closing Date, with such modifications
thereto as shall be advisable with respect to the local jurisdictions in which
the Substitute Property is located;


 


(ii)                                  an
ALTA extended coverage title policy or policies, in form and substance and in
amounts and with such endorsements as are acceptable to the Agent, with respect
to each Substituted Property Mortgage;


 


6

















 


(iii)                               duly
executed UCC-3 Termination Statements or such other instruments or evidence, in
form and substance satisfactory to the Agent, as shall be necessary to
terminate and satisfy all Liens, if any, on the Substituted Property; and


 


(iv)                              to
the extent reasonably requested by the Agent or the Majority Lenders (or if an
Event of Default has occurred and is continuing, any Lender), environmental
audits, surveys, title reports and any other document reasonably requested by
the Agent, the Majority Lenders or any Lender, as applicable, with respect to
the Substituted Property; and


 


(v)                                 opinions
of counsel for the Borrower which is the owner of the Substituted Property as
the Agent shall reasonably request, in a form, scope and substance reasonably
satisfactory to the Agent and its counsel;


 


(g)                                 Borrowers
shall have paid all reasonable costs related to such Property Substitution,
including, but not limited to, reasonable attorney’s fees or fees related to
appraisers, and consultants, filing fees and the cost of ALTA extended coverage
title policies for the Substituted Property required above, in connection with
any request for Property Substitution, and as a condition to such substitution,
Borrowers shall have provided evidence to Agent that Borrowers have paid, or
made arrangement satisfactory to Agent for the payment of, all such costs which
became due and payable prior to or concurrently with such Property
Substitution; and


 


(h)                                 Borrowers
shall execute such other documents and agreements as Agent may require to
encumber the Substituted Property and amend the Loan Documents to reflect the
replacement of the Substitute Property for the Replaced Property.


 


Upon a
substitution of Substituted Property pursuant to the provisions of this Section
2.8, all Liens on the Replaced Property in favor of the Collateral Agent
for the benefit of the Lenders shall be released.”


 


2.6                                 Amendment to
Section 5.2. 
Clause (m) of Section 5.2 shall be amended to read as follows:


 


(m)                               Not
later than the 15th day of each month a report, in form and
substance satisfactory to the Agent, with respect to the Repurchase
Obligations.


 


2.7                                 Amendment to
Section 7.9. 
Section 7.9 shall be amended by deleting the “and” at the end of
clause (g) thereof, deleting the “.” at the end of clause (h) thereof and
replacing it with “; and” and adding the following new subsection (i) after
subsection (h):


 


“(i)                               any
sale or other disposition by Fleetwood or any Borrower of property that does
not constitute Collateral, provided that the Flexibility Conditions are


 


7

















 


satisfied as of the date
of and both before and immediately after giving effect to such sale or other
disposition.”


 


2.8                                 Amendment to Section 7.10.  Section 7.10 will be amended as
follows:


 


(a)                                  Section 7.10(a) shall be
amended by deleting the “and” at the end of clause (vi) thereof, and adding the
following after clause (vii):


 


“(viii) Borrowers
may make Distributions to Fleetwood or any Excluded Subsidiary of assets or
proceeds of sales of assets to the extent such assets do not in either case
constitute Collateral; provided that the Flexibility Conditions are
satisfied as of the date of and both before and immediately after giving effect
to such Distribution; and (ix) any Borrower may repay advances the proceeds of
which were received by such Borrower from Fleetwood after the Fifth Amendment
Effective Date; provided that the Flexibility Conditions are satisfied
as of the date of and both before and immediately after giving effect to such
repayment;”


 


(b)                                 Section 7.10(c) shall be
amended by deleting clauses (ix) and (x) thereof and replacing them with the
following clauses (ix) and (x):


 


“(ix) Fleetwood
may make advances to any Borrower after the Fifth Amendment Effective Date; and
(x) Fleetwood may make additional capital contributions, loans or advances
to the Excluded Subsidiaries (including Finance Co.) in excess of those
permitted under clause (viii) hereof in an aggregate amount not to exceed
$40,000,000 plus the lesser of (A) $10,000,000 and (B) the net amount
of New Capital Proceeds received by Fleetwood after the Fifth Amendment
Effective Date; provided that (x) the Flexibility Conditions are
satisfied as of the date of and both before and immediately after giving effect
to such capital contribution, loan or advance and (y) the proceeds of any
Restricted Investments in Finance Co. under this clause (x) are used by Finance
Co. or any Financing Joint Venture primarily for the purpose of (I) funding
loans to retail customers who are purchasing products manufactured by Fleetwood
or its Subsidiaries from Fleetwood, Subsidiaries of Fleetwood or independent
dealers who are, as of the date of the funding of the loan to the applicable
retail customers, purchasing from Fleetwood or its Subsidiaries new products
manufactured by Fleetwood or its Subsidiaries or (II) refinancing or
restructuring loans to retail customers described in clause (I) of this clause
(x).


 


2.9                                 Amendment to Section 7.12.  Section 7.12 is amended by
renumbering the existing subsection (g) as subsection (h), and adding the
following new subsection (g):


 


“(g)                           Guaranties
by Fleetwood of the obligations of Finance Co. pursuant to a Warehouse
Financing Line of Credit; provided that (x) the aggregate amount of
such Warehouse Financing Line of Credit shall not exceed $175,000,000;
(y) the Flexibility Conditions are satisfied as of the date of and both
before and immediately after giving effect to the issuance of such Guaranty;
and”


 


8

















 


2.10                           Amendment to Section 7.13.  Section 7.13 is amended by deleting
the “.” at the end of subsection (r), replacing it with “;” and adding the
following after subsection (r):


 


“(s)                            mortgage
Debt of Fleetwood or any Borrower; provided that (x) such mortgage
Debt is secured solely by Liens which attach only to property that does not
constitute Collateral, and (y) the Flexibility Conditions are satisfied as
of the date of and both before and immediately after giving effect to the
incurrence of such mortgage Debt;


 


(t)                                    Debt
of Fleetwood the proceeds of which are applied solely for the purpose of paying
benefits to employees or former employees who are participants in non-qualified
benefit plans of Fleetwood and its Subsidiaries which are supported by the COLI
Policies; provided that (x) such Debt is secured solely by Liens
which attach only to the COLI Policies; and (y) the Flexibility Conditions
are satisfied as of the date of and both before and immediately after giving
effect to the incurrence of such Debt;


 


(u)                                 Debt
of Finance Co. incurred in connection with a Warehouse Financing Line of
Credit; provided that (x) the aggregate principal amount of all
such Warehouse Financing Lines of Credit shall not, in the aggregate, exceed
$175,000,000, and (y) the Flexibility Conditions are satisfied as of the
date of and both before and immediately after giving effect to the incurrence
of such Debt.”


 


2.11                           Amendment to Section 7.23.  Section 7.23 is deleted in its
entirety and replaced with the following:


 


“7.23
Liquidity.


 


(a)                                  On
a consolidated basis, Fleetwood shall maintain at all times Fleetwood Liquidity
for the most recent calendar month of not equal to or less than $80,000,000,
and


 


(b)                                 Borrowers
(on a stand alone basis) shall maintain at all times Borrower Liquidity for the
most recent calendar month of not equal to or less than $50,000,000.”


 


2.12                           Amendment
to Section 7.24.  Section 7.24 is amended
by replacing the table therein with the following table:


 




	
  Period Ending

  	
   

  	
  EBITDA

  	
   

  
	
  On the last
  Sunday in April 2003

  	
   

  	
  $

  	
  35,584,000

  	
   

  
	
  On the last
  Sunday in July 2003

  	
   

  	
  $

  	
  48,467,000

  	
   

  
	
  On the last
  Sunday in October 2003

  	
   

  	
  $

  	
  55,706,000

  	
   

  
	
  On the last
  Sunday in January 2004

  	
   

  	
  $

  	
  61,380,000

  	
   

  
	
  On the last
  Sunday in April 2004

  	
   

  	
  $

  	
  65,000,000

  	
   

  






 


2.13                           Amendment
to Section 7.25.  Section 7.25 is deleted in
its entirety and replaced with the following:


 


9

















 


“7.25                     Minimum
Aggregate Availability.  The
Borrowers shall maintain Aggregate Availability of not less than $30,000,000 at
all times.”


 


2.14                           Amendment
to Section 7.29.  Section 7.29 is amended by
adding the following clause  (c) and the
end thereof:


 


(c)                                  In
addition, after the Fifth Amendment Effective Date, Fleetwood and the Fleetwood
Trust may exchange (such exchange, the “Equity Exchange”) the Trust
Securities outstanding on the Fifth Amendment Effective Date for Fleetwood
common stock or warrants to purchase Fleetwood common stock; provided that
(i) any expenses incurred by Fleetwood, the Fleetwood Trust or any
Subsidiary of Fleetwood in connection with the Equity Exchange (including any
taxes and transaction fees payable by Fleetwood on a pro forma basis), shall be
paid solely with the proceeds of Fleetwood common stock and warrants to
purchase Fleetwood common stock (provided that up to $15,000,000 of such
expenses may be paid with cash of Fleetwood (but not cash of any Borrower of
Fleetwood)); and (ii) the Flexibility Conditions are satisfied as of the
date of and both before and immediately after giving effect to the Equity
Exchange.


 


2.15                           Amendment
to Section 11.1.  Section 11.1 (a) is
amended by (i) deleting clause (D) and clause (E) of clause (i) thereof
and replacing them with the following:


 


“(D)                         change
the definitions of “Majority Lenders”, “Required Lenders” or “Supermajority
Lenders”;


 


(E)                                 permit
the Agent to contractually subordinate its Lien on any Collateral to any other
Lien, except as permitted by the Credit Agreement as in effect on the Fifth
Amendment Effective Date;


 


(F)                                 increase
the amount of Agent Advances permitted pursuant to Section 1.2(i); or


 


(G)                                amend
Section 3.8 or Section 7.25 or”;


 


(ii) adding an “or” at the end of clause (iii) thereof; and
(iii) adding the following clause (iv) immediately after clause (iii)
thereof:


 


“(iv)                        no such
waiver, amendment, or consent shall, unless in writing and signed by the
Supermajority Lenders, Fleetwood and the Borrowers and acknowledged by the
Agent, amend Article 12;”


 


2.16                           Amendment
to Section 12.11.  Section 12.11(a)
is amended by deleting the “or” after clause (v) and adding the following new
clauses (vi) and (vii) at the end of the first sentence thereof:


 


(vi) any real property constituting Released Property
(as such term is defined in Section 2.7), provided that the
conditions to release set forth in such Section 2.7 have been satisfied;
or (vii) any real property constituting Replaced Property (as such term is
defined in Section 2.8).


 


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2.17                           Amendment
to Article 12.  Article 12 is amended by adding the
following new Section 12.22 at the end thereof:


 


“12.22               Foreclosure/Environmental
Reports.  Unless otherwise agreed by
all Lenders, Agent will not foreclose on any real property Collateral unless,
prior to such foreclosure Agent and the Lenders have received an environmental
report, which report shall be reasonably acceptable in form and substance to
Agent and Supermajority Lenders, from an environmental consultant, selected by
Agent.  Borrower shall pay the costs of
obtaining any such environmental report.”


 


2.18                           Amendment
to Article 13.  Article 13 is amended by adding the
following new Section 13.19 at the end thereof:


 


“13. 19            Increases in Total Revolving Credit
Commitment.


 


(a)                                  New
Lenders.  The Borrowers have
requested that the Revolving Credit Commitments be permitted to be increased to
$130,000,000, and the Agent has agreed to use its best efforts to find one or
more additional financial institutions to become parties to this Agreement (or
Lenders to increase their Revolving Credit Commitments) (collectively, the “New
Lenders”) with Revolving Credit Commitments not in excess of an amount
sufficient to increase the Revolving Credit Commitments to $130,000,000 in the
aggregate (the “Commitment Increase”). 
On the New Lender Effective Date (as defined below), the Borrowers shall
pay to the Agent for the pro rata account of all New Lenders an up-front fee
equal to three-eighths of one percent (0.375%) times the aggregate amount of
the increase in Commitments of all New Lenders with respect to such Commitment
Increase.  The Agent shall have no
liability to the Borrowers or the Lenders if the Agent is unable to successfully
syndicate the Commitment Increase.  If
the Agent is able to successfully syndicate the Commitment Increase, the
Commitment Increase (or so much thereof as shall have been syndicated, as
notified to the Borrowers and the Lenders by the Agent) shall become effective
on the date specified by the Agent (the “New Lender Effective Date”);
provided, however, that (i) no Default or Event of Default shall exist on such
date, both before and after giving effect to the Commitment Increase, (ii) the
New Lenders shall have entered into one or more joinder agreements, in form and
substance satisfactory to the Agent, to become Lenders hereunder, (iii) the
Borrowers shall have paid all fees and expenses in connection with the
syndication and arrangement of the Commitment Increase, (iv) if requested by the
New Lenders, the Borrowers shall have executed and delivered to the Agent for
the benefit of the New Lenders promissory notes in the amount of the respective
portion of the Commitment Increase, and (v) the Borrowers shall have delivered
or caused to be delivered to the Agent such legal opinions, certificates and
other documents as the Agent may reasonably request.


 


(b)                                 New
Lender Effective Date.  On the New
Lender Effective Date (i) Schedule 1.2 shall be amended to reflect the
reallocated Revolving Credit Commitments, (ii) each New Lender shall
become a Lender hereunder and under


 


11

















 


the other Loan Documents; (iii) the Borrowers
shall pay the principal amount of, and accrued and unpaid interest on, Revolving
Loans of the Lenders other than the New Lenders in an amount sufficient (as
determined by the Agent) to permit the New Lender to fund Revolving Loans in an
amount equal to the New Lenders’ Pro Rata Share of the then outstanding
Revolving Loans, and in connection with such payment shall also pay breakage
losses on such repayment in accordance with Section 4.4; and
(iv) each New Lender shall fund Revolving Loans in an amount equal to its
Pro Rata Share of the then outstanding Revolving Loans.


 


In no event shall the Revolving Credit Commitments
exceed $130,000,000 without the consent of all Lenders.”


 


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 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.


 


12

















 


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 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.


 


4.2                                 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.


 


4.3                                 Fees. 
The Borrowers shall have paid to the Agent for the pro rata account of
all Lenders (other than Terminating Lenders) an amendment fee equal to
three-eighths of one percent (0.375%) times the aggregate Commitments of all
Lenders as of the Fifth Amendment Effective Date, after giving effect to the
Fifth Amendment.


 


4.4                                 Payment
to Terminating Lenders.  The Borrowers
shall have paid to each Terminating Lender an amount equal to the principal
balance of the Loans of such Terminating Lender plus all accrued interest and
fees on the Commitments and Loans of such Terminating Lender through the Fifth
Amendment Effective Date.


 


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.


 


13

















 


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.


 


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]


 


14

















 


IN WITNESS WHEREOF, each of the undersigned
has duly executed this Fifth 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:

  	
  /s/ Boyd R. Plowman

  
	
   

  	
  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:

  	
  /s/ Boyd R. Plowman

  
	
   

  	
  Name:

  	
  Boyd R. Plowman

  
	
   

  	
  Title:

  	
  Executive Vice President and Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
  GUARANTOR

  	
  FLEETWOOD
  ENTERPRISES, INC., as the Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Boyd R. Plowman

  
	
   

  	
  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:

  	
  /s/ Kevin R. Kelly

  
	
   

  	
  Name:

  	
  Kevin R. Kelly

  
	
   

  	
  Title:

  	
  S.V.P.

  



 


S-4

















 


	
   

  	
  CITICORP USA, INC.,
  as a Terminating Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James J. McCarthy

  
	
   

  	
  Name:

  	
  James J. McCarthy

  
	
   

  	
  Title:

  	
  Director & Vice President

  



 


S-5

















 


	
   

  	
  HELLER
  FINANCIAL, INC., as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Howard C. Bailey

  
	
   

  	
  Name:

  	
  Howard C. Bailey

  
	
   

  	
  Title:

  	
  Sr. Vice President

  



 


S-6

















 


	
   

  	
  THE
  CIT GROUP/BUSINESS CREDIT, INC., 

  as a Terminating Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dale George

  
	
   

  	
  Name:

  	
  Dale George

  
	
   

  	
  Title:

  	
  Vice President

  



 


S-7

















 


	
   

  	
  FOOTHILL
  CAPITAL CORPORATION, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert J. Cambora

  
	
   

  	
  Name:

  	
  Robert J. Cambora

  
	
   

  	
  Title:

  	
  Sr. Vice President

  



 


S-8

















 


	
   

  	
  GMAC
  COMMERCIAL CREDIT LLC, as a Terminating Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Victor Hordies

  
	
   

  	
  Name:

  	
  Victor Hordies

  
	
   

  	
  Title:

  	
  Vice President

  



 


S-9

















 


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 24th day
of January, 2003. 


 


	
  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.

  



 


S-1

















 


	
   

  	
  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-2

















 


	
   

  	
  FLEETWOOD
  HOMES INVESTMENT, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Boyd R. Plowman

  
	
   

  	
  Name:

  	
  Boyd R. Plowman

  
	
   

  	
  Title:

  	
  Executive Vice President and Chief Financial Officer

  



 


S-3

















 


	
  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:

  	
  /s/ Boyd R. Plowman

  
	
   

  	
  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:

  	
  /s/ Boyd R. Plowman

  
	
   

  	
  Name:

  	
  Boyd R. Plowman

  
	
   

  	
  Title:

  	
  Executive Vice President and Chief Financial Officer

  



 


S-4