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Exhibit 10.14    
    


FIRST AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

AND CONSENT OF GUARANTORS  


        This FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND CONSENT OF GUARANTORS (this
"Amendment") is dated as of June 4, 2004, and entered into by and among FLEETWOOD
ENTERPRISES, INC. ("Fleetwood"), FLEETWOOD HOLDINGS INC.
("Holdings") and its Subsidiaries listed on the signature pages hereof (collectively, "FMC"),  FLEETWOOD RETAIL CORP. ("Retail") 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 Amended and Restated
Credit Agreement dated as of May 14, 2004 (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; and, 


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



        Whereas, the Borrowers have requested of the Agent and the Lenders that General Electric Capital Corporation become a party to the Credit
Agreement as the syndication agent; and 


        Whereas, the Lenders and the Agent are willing to agree to the amendments and to give the consents and approvals 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.     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: 



        1.1   Amendment to Credit Agreement. The Credit Agreement shall be amended to add General Electric Capital Corporation as the
syndication agent. 


        1.2   Amendment to Annex A to Credit Agreement (Definitions). The definition of
"Agents" is amended to read as follows: 



"Agents" means the Administrative Agent and the Syndication Agent. 




        1.3   Addition to Annex A to Credit Agreement (Definitions). The definition of "Syndication
Agent" is added to Annex A of the Credit Agreement in the appropriate alphabetical order: 



"Syndication Agent" means General Electric Capital Corporation. 





        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 


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Borrower
represents and warrants 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 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. 


        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: 



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




        4.     EFFECTIVE DATE. This Amendment shall become effective on the date of the satisfaction of the conditions set forth in  Section 3. 


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        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. 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. 


        6.     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. 



        7.     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. 


        8.     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] 


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        IN WITNESS WHEREOF, each of the undersigned has duly executed this First Amendment to Amended and Restated Credit 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.
	

 	
 	

FLEETWOOD TRAVEL TRAILERS OF CALIFORNIA, INC.
	

 	
 	

FLEETWOOD TRAVEL TRAILERS OF INDIANA, INC.
	 	 	 	 





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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
	
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
	 	 	 	 



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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
	
 	
 	

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

 	
 	

By:	

/s/  JOHN MCNAMARA      

	 	 	Name:	 
	 	 	Title:	Vice President




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	 	 	ACKNOWLEDGED BY:
	

 	
 	

GENERAL ELECTRIC CAPITAL CORPORATION, as Syndication Agent and as a Lender
	

 	
 	

By:	

/s/  KEITH ALEXANDER      

	 	 	Name:	 
	 	 	Title:	Vice President




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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 4th day of June, 2004. 



	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.
	 	 	 	 





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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.
	

 	
 	

FLEETWOOD HOMES INVESTMENT, INC.
	
 	
 	

By:	

/s/  BOYD R. PLOWMAN      

	 	 	Name:	Boyd R. Plowman
	 	 	Title:	Executive Vice President and Chief Financial Officer




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	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.

FLEETWOOD INTERNATIONAL INC.
	
 	
 	

By:	

/s/  BOYD R. PLOWMAN      

	 	 	Name:	Boyd R. Plowman
	 	 	Title:	Executive Vice President and Chief Financial Officer




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Exhibit 10.14