Exhibit 10.1


 


NINTH AMENDMENT TO

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

AND CONSENT OF GUARANTORS


 


This NINTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT AND
CONSENT OF GUARANTORS (this “Amendment”) is dated as of October 29,
2008, and entered into by and among FLEETWOOD
ENTERPRISES, INC.  (“Fleetwood”),
FLEETWOOD HOLDINGS INC. (“Holdings”)  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 “Majority 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, that
certain Second Amendment to Third Amended and Restated Credit Agreement and
Consent of Guarantors dated as of October 18, 2007, that certain Third
Amendment to Third Amended and Restated Credit Agreement and Consent of
Guarantors dated as of January 16, 2008, that certain Fourth Amendment to
Third Amended and Restated Credit Agreement and Consent of Guarantors dated as
of March 5, 2008, that certain Fifth Amendment to Third Amended and
Restated Credit Agreement and Consent of Guarantors dated as of April 9,
2008, that certain Sixth Amendment to Third Amended and Restated Credit
Agreement and Consent of Guarantors dated as of April 24, 2008, that
certain Seventh Amendment to Third Amended and Restated Credit Agreement and
Consent of Guarantors dated as of August 6, 2008, and that certain Eighth
Amendment to Third Amended and Restated Credit Agreement and Consent of
Guarantors (the “Eighth Amendment”) dated as of October 21, 2008
(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 the amendments to the Credit Agreement as further
set forth herein; and


 


Whereas,
the Majority Lenders and the Agent are willing to agree to the amendments
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
Majority Lenders and the Agent agree as follows:


 


1

















 


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         Amendments to Annex
A to Credit Agreement (Definitions).  Clause (iv) of
the definition of “Change of Control” in Annex A of the Credit Agreement
is amended to read as follows:


 


“(iv) a “Change of
Control,” “change of control,” “fundamental change” or any similar term, as any
such term is defined in the indenture under which the 1998 Subordinated
Debentures, the 2003 Subordinated Debentures, 
the 2008 Subordinated Debentures or the 2008 Senior Secured Debentures
are issued.”


 


1.2         Amendments to Annex
A to Credit Agreement (Definitions).  Clauses (j) and
(k) of the definition of “Permitted Liens” in Annex A of the Credit
Agreement are amended to read as follows:


 


“(j)                               second
priority Liens on Mortgaged Property and first priority Liens on additional
Real Estate that does not constitute Collateral, from to time, securing the
2008 Senior Secured Debentures, provided that each such Lien on any
Mortgaged Property is subordinated to a first priority Lien on the applicable
item of Mortgaged Property in favor of the Agent for the benefit of the Agent
and the Lenders and that each such Lien (whether on Mortgaged Property or not)
is otherwise subject to the 2008 Intercreditor Agreement; and provided
further that, for the avoidance of doubt, each such Lien on any Mortgaged
Property shall be automatically released (and shall no longer constitute
Permitted Liens) to the extent required by the 2008 Intercreditor Agreement;
and provided still further that all
obligations and liabilities pursuant to such Liens are limited in recourse to
such property and shall otherwise be non-recourse to the grantor thereof and
its other assets; and provided still further that the aggregate value (such
value as set forth in an appraisal in form and substance and by an appraiser
reasonably satisfactory to the Agent) of all Real
Estate (that does not constitute Collateral) securing the 2008 Senior Secured
Debentures, at the time of the granting of the Lien thereon, does not exceed
the sum of (x) $20,000,000 and (y) such additional amount as shall
have been notified to the Agent in writing (the “Additional Secured
Debenture First Priority Amount”) and applied to reduce the Maximum Real
Estate Loan Amount in accordance with the final proviso set forth in such
definition;


 


(k)                                  first
priority Liens on accounts containing (i) Net Proceeds received from the
sale solely of Real Estate subject to a Lien granted in accordance with clause (j) of
the definition of Permitted Liens constituting collateral for the 2008 Senior
Secured Debentures and not constituting Collateral and (ii) Net Loss
Proceeds (as defined in the indenture governing the 2008 Senior Secured
Debentures as in effect on the issue date thereof) related to any Event of Loss
(as defined in the indenture governing the 2008 Senior Secured Debentures 


 


2

















 


as in effect on the issue date thereof) received with
respect solely to Real Estate subject to a Lien in accordance with clause (j) of
the definition of Permitted Liens constituting collateral for the 2008 Senior
Secured Debentures and not constituting Collateral, in each case from to time,
securing the 2008 Senior Secured Debentures; provided that all obligations and liabilities pursuant to such
Liens are limited in recourse to such property and shall otherwise be
non-recourse to the grantor thereof and its other assets;”


 


1.3         Amendments to Annex
A to Credit Agreement (Definitions).  The
definitions of “Applicable Margin,” “Flexibility Conditions,” “Loan Documents,”
“Material Contracts,” “Maximum Real Estate Loan Amount,” “Maximum
Revolver Amount,” “Minimum
Liquidity Event” and “Subordinated Debt” in Annex A of the
Credit Agreement are amended to read as follows:


 


“Applicable Margin” means with respect to the Revolving
Loans, all other Obligations, 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.  Effective as of the Effective Date (as
defined in the Ninth Amendment), 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

  
	
  Greater than or equal
  to 0.40:1.00, but  less than 0.75:1.00

  	
   

  	
  Level IV

  
	
  Less than 0.40:1.00

  	
   

  	
  Level V

  



 


Low to High:


 


	
   

  	
   

  	
  Applicable Margins

  	
   

  
	
   

  	
   

  	
  Level I

  	
   

  	
  Level II

  	
   

  	
  Level III

  	
   

  	
  Level IV

  	
   

  	
  Level V

  	
   

  
	
  Base Rate
  Revolving Loans

  	
   

  	
  0.75

  	
  %

  	
  0.75

  	
  %

  	
  1.00

  	
  %

  	
  1.25

  	
  %

  	
  1.50

  	
  %

  
	
  LIBOR Revolving
  Loans

  	
   

  	
  2.50

  	
  %

  	
  2.75

  	
  %

  	
  3.00

  	
  %

  	
  3.25

  	
  %

  	
  3.50

  	
  %

  
	
  Unused Line Fees

  	
   

  	
  0.25

  	
  %

  	
  0.375

  	
  %

  	
  0.375

  	
  %

  	
  0.50

  	
  %

  	
  0.50

  	
  %

  
	
  Letter of Credit
  Fees

  	
   

  	
  2.50

  	
  %

  	
  2.75

  	
  %

  	
  3.00

  	
  %

  	
  3.25

  	
  %

  	
  3.50

  	
  %

  



 


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 


 


3

















 


delivered
pursuant to Section 5.2(b) and if the 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.”


 


“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, and (b) Fleetwood Liquidity (i) for the
thirty day period ending as of the date of the applicable transaction, is
greater than $45,000,000 both before and after giving effect to such
transaction and (ii) on the date of the applicable transaction, is greater
than $25,000,000 both before and after giving effect to such transaction.


 


“Loan Documents” means this
Agreement, the 2008 Intercreditor Agreement, the Revolving Notes, the Term Loan
Notes, the Patent and Trademark Security Agreement, the Copyright Security
Agreement, the Security Agreement, the Canadian Security Agreement, the Pledge
Agreement, the Mortgages, the Parent Guaranty, the FMC Guaranty, the Subsidiary
Guaranty, the Contribution Agreement, any Hedge Agreement entered into with a Lender
and any other agreements, instruments, and documents heretofore, now or
hereafter evidencing, securing, guaranteeing or otherwise relating to the
Obligations, the Collateral, or any other aspect of the transactions
contemplated by this Agreement.


 


“Material Contracts” means the agreements, contracts and other
documents as filed with the Securities Exchange Commission as exhibits to
Fleetwood’s Form 10-K for the fiscal year ended April 27, 2008, Form 10-Q
for the quarterly period ended July 27, 2008, and any of Fleetwood’s Forms
10-K or Forms 10-Q filed after the date hereof, in each case, in accordance
with Item 601(b)(4) and Item 601(b)(10) (or their equivalents) of
Regulation S-K, as promulgated under the Securities Exchange Act of 1934 as
amended, and any Form 8-K, Form S-3 or Form S-4 filed after the
date hereof.


 


“Maximum Real
Estate Loan Amount” means $11,250,000, provided that such amount, on
or prior to the Facility Increase Termination Date, shall automatically
increase by the Revolving Credit Facility
Increase Amount upon the Appraisal Condition having been satisfied in a manner
satisfactory to the Agent; provided further that such amount shall
reduce (i) on the first day of each Fiscal Quarter commencing January 29,
2007 by an amount equal to $375,000, and (ii) 


 


4

















 


from time to time
pursuant to Section 3.4(b); provided further that such amount shall
reduce to $0 if the Appraisal Condition is not satisfied in a manner satisfactory to the Agent on or
prior to July 31, 2007; provided further that such amount shall be
reduced by each Additional Secured Debenture First Priority Amount notified to
the Agent from time to time.


 


“Maximum Revolver Amount” means $135,000,000.


 


“Minimum Liquidity Event” means, (1) as of any calculation
date, Fleetwood, on a consolidated basis, has Fleetwood Liquidity of
$45,000,000 or less for the calendar month immediately preceding such
calculation date or (2) on any date
from and after the Closing Date, Fleetwood, on a consolidated basis, had
Fleetwood Liquidity of $25,000,000 or less.


 


“Subordinated
Debt” means the unsecured Debt from time to time outstanding under the 1998
Subordinated Debentures, the 2003 Subordinated Debentures, the 2008
Subordinated Debentures and the maximum liability of Fleetwood on any
subordinated Guaranty of the Trust Securities.


 


1.4         Amendments to Annex
A to Credit Agreement (Definitions). Annex A of the Credit Agreement is amended to
include the following additional definitions in the appropriate alphabetical
order:


 


“2008
Intercreditor Agreement” means any intercreditor agreement entered into in
connection with the issuance of the 2008 Senior Secured Debentures, by and
among the Agent, on behalf of the Lenders, and the holders of such 2008 Senior Secured
Debentures (or their agent or trustee), in form and substance and on terms
acceptable to the Agent, as it may be amended, supplemented or otherwise
modified form time to time in accordance with the terms thereof.


 


“2008
Subordinated Debentures” means up to an aggregate original principal amount
equal to the excess of (i) $110,000,000 over (ii) the aggregate
original principal amount of 2008 Senior Secured Debentures, of unsecured,
convertible senior subordinated debentures issued by Fleetwood on or prior to December 31,
2008 on terms and conditions in the aggregate no less favorable than the terms
set forth on Exhibit A to the Ninth Amendment, and otherwise in
form and substance reasonably acceptable to the Agent.


 


“2008
Senior Secured Debentures” means up to an aggregate original principal
amount equal to the excess of (i) $110,000,000 over (ii) the
aggregate original principal amount of 2008 Subordinated Debentures, of senior
secured debentures issued by Fleetwood on or prior to December 31, 2008 on
terms and conditions (a) in the aggregate no less favorable than the terms
set forth in the summary thereof attached as Exhibit B to the Ninth
Amendment, and (b) otherwise in form and substance reasonably acceptable
to the Agent.


 


5

















 


“2008
Senior Secured Debenture Guaranty” means any subordinated Guaranty of the
2008 Senior Secured Debentures by a Subsidiary of Fleetwood that is a Loan
Party; provided that such Guaranty shall be subordinated in right of
payment to the prior payment of the Obligations, and shall otherwise be in form
and substance and on terms reasonably acceptable to the Agent.


 


“2008
Senior Secured Debenture Hazardous Substances Indemnity Agreement” means
any hazardous substances indemnity agreement granted by any pledgor party to
any mortgage permitted by clause (j) of the definition of Permitted Liens
in favor of the holders of the 2008 Senior Secured Debenture Guaranties or any
agent or trustee acting on their behalf, provided that (a) the form
thereof is substantially consistent with the form of the Amended and Restated
Hazardous Substances Indemnity Agreement, dated January 5, 2007, by each
of the Loan Parties named therein as Indemnitors and the Agent, and (b) such
indemnity agreements, regardless of whether pertaining to Mortgaged Property or
Real Estate that does not constitute Collateral, shall be subordinated in right
of payment to the prior payment of the Obligations, and shall otherwise be in
form and substance and on terms reasonably acceptable to the Agent.


 


“Adjusted Cash
Gain/(Loss)” means, with respect to any
fiscal period, an amount (expressed as either a gain or a (loss)) equal to
EBITDA for such fiscal period (which may be a negative number) minus
Fixed Charges for such fiscal period.


 


“Ninth
Amendment” means that certain Ninth Amendment to Third Amended and Restated
Credit Agreement and Consent of Guarantors, dated as of October 29, 2008,
and entered into by and among Fleetwood, Holdings 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.


 


“Ninth
Amendment Effective Date” means the “Effective Date” as defined in the
Ninth Amendment.


 


1.5                     Amendments
to Section 1.8. Section 1.8 shall be amended by adding
the following after the final sentence thereof:


 


“All Obligations
of Fleetwood and its Subsidiaries under this Agreement and the other Loan
Documents, and all rights of contribution, indemnity, subrogation and
reimbursement relating to the Obligations of any Loan Party with respect to
Fleetwood and any other Obligations of Fleetwood and its Subsidiaries secured
by any Loan Documents (including, without limitation, all debts, liabilities and obligations now or hereafter arising from or in
connection with Bank Products), (i) shall constitute “Senior Debt”
and “Designated Senior Debt” under the 2008 Subordinated Debentures, if any,
and the 2008 Senior Secured Debentures, if any, and “Priority Lien Debt” under
the 2008 Intercreditor Agreement, if any and 


 


6

















 


(ii) were
permitted by the indenture governing the 2008 Subordinated Debentures, if any,
the indenture governing the 2008 Senior Secured Debentures, if any, and the
2008 Intercreditor Agreement, if any, to be incurred and secured under and
pursuant to the Loan Documents.”


 


1.6                     Amendments
to Section 2.8(c).  Section 2.8(c) shall be
amended by deleting the reference to “clauses (a), (b) and (e) of the
definition of Permitted Liens” and replacing the same with the following: “clauses
(a), (b), (e) and (j) of the definition of Permitted Liens”.


 


1.7                     Amendments
to Section 2.8.
Section 2.8 shall be amended by deleting the reference to “and”
after existing clause (h), deleting the “.” after existing clause (i)  and
inserting the following after existing clause (i):


 


“; and


 


(j)                                     any
Lien on the Replaced Property securing the 2008 Senior Secured Debentures shall
substantially simultaneously be fully released and terminated to the
satisfaction of the Agent in its sole discretion, with no further action or
consent required from the holders of the 2008 Senior Secured Debentures or any
agent or trustee acting therefor.”


 


1.8                     Amendments
to Section 3.4(e).
Section 3.4(e) shall be amended by deleting the reference to “[RESERVED]”
and replacing it with the following:


 


“Following the
sale of any Mortgaged Property or at any other time, in the event that the maximum
amount of Indebtedness that may be incurred hereunder from time to time that is
permitted by the 2008 Senior Secured Debentures (without regard to that portion
of any maximum amount calculated by reference to the Borrowing Base and without
regard to any separate “carve-outs” or “caps” on Obligations under Bank
Products or Hedge Agreements set forth therein) is reduced in accordance with
the terms of the 2008 Senior Secured Debentures and, thereafter, such maximum
amount does not exceed the Maximum Revolver Amount by $7,500,000 (the amount of
such deficiency, the “Senior Cap Deficiency Amount”), the Borrowers
shall immediately repay the Revolving Loans (and the Maximum Revolver Amount
shall be permanently reduced) in an amount equal to the Senior Cap Deficiency
Amount.”


 


1.9                     Amendments
to Section 6.2. Section 6.2 shall be amended by deleting
the entirety of the proviso to the second sentence thereof, which begins “provided
that, as between the Lenders, the Liens created on the Collateral other than
the Term Loan Collateral . . . .”


 


1.10               Amendments
to Section 6.9. Section 6.9 shall be amended by deleting
the existing Section 6.9 and replacing it with the following:


 


“6.9                           Debt.  After giving effect to the Revolving Loans
outstanding as of the Effective Date (as defined in the Ninth Amendment),
Fleetwood and its 


 


7

















 


Subsidiaries have
no Debt on the Effective Date (as defined in the Ninth Amendment), except (a) the
Obligations, (b) the Subordinated Debt and the 2008 Senior Secured
Debentures, in an aggregate original principal amount outstanding on the
Effective Date of not more than $110,000,000, and the Trust Securities also
outstanding on the Effective Date, (c) Debt described on Schedule 6.9
hereto, (d) Guaranties entered into in accordance with Section 7.12
and (e) other Debt in an aggregate amount of not more than $5,000,000.”


 


1.11               Amendments
to Section 6.24. Section 6.24 shall be amended adding at
the end thereof:


 


“; provided that it is
understood and agreed that for purposes solely of this Section 6.24 and
the delivery of any certificate signed by a Responsible Officer to the effect,
or substantially to the effect, that (i) the representations and
warranties contained in this Agreement are correct in all material respects, (ii) no
event has occurred and is continuing which constitutes a Default or an Event of
Default, or (iii) no event has occurred and is continuing which has had or
would have a Material Adverse Effect (and not, for the avoidance of doubt any
other provisions hereunder, including without limitation, Section 9.1(q) and
whether or not the Agent or Lenders can assert a Default or Event of Default
has occurred or is continuing thereunder), the incurrence of losses not
constituting an Event of Default under Section 7.24 (and the underlying
event or events causing such losses) shall, in and of themselves, not be deemed
to constitute a Material Adverse Effect; provided further that
notwithstanding the foregoing, and for the avoidance of doubt, (x) the
incurrence of losses not constituting an Event of Default under Section 7.24
when combined with (y) another one or more adverse events, changes or
conditions may constitute a Material Adverse Effect for such purposes, to the
extent that all such events, changes and conditions described in the foregoing
clauses (x) and (y), when taken collectively, constitute a material
adverse change in, or material adverse effect upon, the operations, business,
properties, or condition (financial or otherwise) of Fleetwood and its
Subsidiaries, taken as a whole (other than the incurrence of losses not
constituting an Event of Default under Section 7.24) regardless of whether
the same underlying event or events caused such losses and such other adverse
events, changes or conditions.”


 


1.12               Amendments
to Section 6.29. Section 6.29 shall be amended by adding
the following after the final sentence thereof:


 


“All Obligations
of Fleetwood and its Subsidiaries under this Agreement and the other Loan
Documents, and all rights of contribution, indemnity, subrogation and
reimbursement relating to the Obligations of any Loan Party with respect to
Fleetwood and any other Obligations of Fleetwood and its Subsidiaries secured
by any Loan Documents (including, without limitation, all debts, liabilities and obligations now or hereafter arising from or in
connection with Bank Products), (i) shall constitute “Senior Debt”
and “Designated Senior Debt” under the 2008 Subordinated Debentures, if any,
and the 2008 Senior Secured Debentures, if any, and “Priority Lien Debt” under
the 2008 Intercreditor Agreement, if any and 


 


8

















 


(ii) were
permitted by the indenture governing the 2008 Subordinated Debentures, if any,
the indenture governing the 2008 Senior Secured Debentures, if any, and the
2008 Intercreditor Agreement, if any, to be incurred and secured under and
pursuant to the Loan Documents.”


 


1.13               Amendments
to Section 7.5(b). Section 7.5(b) shall be amended by
deleting the first sentence thereof and replacing it with the following:


 


“Fleetwood shall
cause the Agent, for the ratable benefit of the Agent and the Lenders, to be
named as secured party or mortgagee and sole loss payee or additional insured
(subject to a provision, in form and substance reasonably acceptable to the
Agent, that as to Mortgaged Property, the trustee or agent for the 2008 Senior
Secured Debentures may be named as a subordinate secured party or mortgagee and
loss payee or additional insured), with respect to insurance policies to the
extent of their coverage of Collateral, in a manner acceptable to the Agent.”


 


1.14               Amendments
to Section 7.6(b). Section 7.6(b) shall be amended by
deleting the last two sentences thereof and replacing them with the following:


 


“In all other
circumstances, the Agent shall hold all such insurance and condemnation
proceeds as Collateral or, if directed by the Majority Lenders, apply such
insurance and condemnation to the Revolving Loans.”


 


1.15               Amendments
to Section 7.9(d). Section 7.9(d) shall be amended by
deleting such clause and replacing it with the following:


 


“(d)                           sales,
trade-ins, exchanges or other dispositions of assets by Fleetwood or any of its
Subsidiaries (other than real property Collateral) with an orderly liquidation
value not to exceed $5,000,000 in the aggregate for the period commencing on
the Closing Date through and including the Termination Date;”


 


1.16               Amendments
to Section 7.9(f). Section 7.9(f) shall be amended by
deleting such clause and replacing it with the following:


 


“(f)                              dispositions
constituting the grant of Permitted Liens;”


 


1.17               Amendment
to Section 7.9(j). Section 7.9(j) shall be amended by
deleting such clause in its entirety and replacing it with the following:


 


“(j)                               sale
or other disposition of any Real Estate that is subject to a Lien securing the
2008 Senior Secured Debentures but that does not constitute Collateral; provided
that the net proceeds of such sale or other disposition shall have been used to
prepay the 2008 Senior Secured Debentures in accordance with Section 7.14(c).”


 


1.18               Amendments
to Section 7.10(a). Clauses (iv) and (vii) of Section 7.10(a) shall
be amended by adding after each of the references therein to “the 1998
Subordinated Debentures” the phrase “, the 2008 Subordinated Debentures”.


 


9

















 


1.19               Amendment to Section 7.10(b). 
Section 7.10(b) is hereby amended by deleting such clause in
its entirety and replacing it with the following:


 


 “(b)  make any change in its capital
structure which could reasonably be expected to have a Material Adverse Effect
(it being agreed that for purposes hereof, neither the issuance of the 2008
Senior Secured Debentures nor the issuance of the 2008 Subordinated Debentures
shall be deemed violative of this provision); or”


 


1.20               Amendment to Section 7.11. 
Section 7.11 is hereby amended by deleting such clause in its
entirety and replacing it with the following:


 


“Neither Fleetwood
nor any of its Subsidiaries shall enter into any transaction which would be
reasonably expected to have a Material Adverse Effect (it being agreed that for
purposes hereof neither the issuance of the 2008 Senior Secured Debentures nor
the issuance of the 2008 Subordinated Debentures shall be deemed violative of
this provision).”


 


1.21               Amendment to Section 7.12.    Section 7.12 shall be amended by deleting clause (i) and the
word “and” immediately preceding clause (i) and replacing such clause (i) with
the following:


 


“(i) the
2008 Senior Secured Debenture Guaranties; (j) the 2008 Senior Secured
Debenture Hazardous Substances Indemnity Agreements; and (k) other
Guaranties in an aggregate amount not to exceed $10,000,000 at any time in
effect.”


 


1.22               Amendment to Section 7.13(b).    Section 7.13 shall be amended by adding the following proviso
after the existing clause (b):


 


“,
the 2008 Senior Secured Debentures and any Indebtedness deemed to have been
incurred by any Loan Party solely pursuant to clause (b) of the definition
of Debt pursuant to the grant by such Loan Party of a Lien permitted by clause (j) of
the definition of Permitted Liens; provided that the 2008 Senior Secured
Debentures and the 2008 Subordinated Debentures shall have been issued in
connection with the refinancing of (or in exchange for) a portion of the Debt
outstanding under the 2003 Subordinated Debentures; and provided further
that all of the proceeds, if any, of the 2008 Senior Secured Debentures or the
2008 Subordinated Debentures shall have been applied to the payment of the
principal amount of (or satisfaction of any put, redemption or prepayment
obligation in respect of) the 2003 Subordinated Debentures; and provided
still further that in no event shall any Loan Party (other than Fleetwood) have assumed or become liable for the payment of any
Subordinated Debt or the 2008 Senior Secured Debentures other than, in the case
of the 2008 Senior Secured Debentures only, pursuant to the 2008 Senior Secured
Debenture Guaranty or the grant by such Loan Party of a Lien permitted
by (and subject to the limitations of) clause (j) of the definition of 


 


10

















 


Permitted
Liens;”


 


1.23               Amendment to Section 7.13(f).    Clauses (ii) and (iii) of Section 7.13(f) shall
be amended by deleting such clauses and replacing them with the following:


 


“(ii)                            the Liens, if
any, securing such refunded, renewed or extended Debt do not attach to any
assets in addition to those assets, if any, securing the Debt to be refunded,
renewed or extended or otherwise permitted by this Agreement to secure the Debt
to be refunded, renewed or extended,


 


(iii)                               no
Person that is not an obligor or guarantor of such Debt as of the date of
issuance thereof shall become an obligor or guarantor thereof or of any Debt
issued in refunding thereof except to the extent such Person was permitted by
this Agreement to be an obligor or guarantor of such original Debt,”


 


1.24               Amendment to Section 7.13.    Clauses (j) and (v) of Section 7.13
shall be amended by deleting such clauses and replacing them with the following
in the appropriate order:


 


“(j) Debt that constitutes Debt
solely under clause (b) of the definition thereof for so long as the same
remains secured by a Lien permitted under clause (c) or clause (d) of
the definition of “Permitted Liens”;”


 


“(v) other Debt (which may be unsecured
Debt or Debt secured by a Lien permitted under clause (i) of the
definition of “Permitted Liens”) not to exceed $3,000,000 in the aggregate for
all Loan Parties;”


 


1.25               Amendment
to Section 7.14(c).  Section 7.14(c) shall
be deleted in its entirety and replaced with the following:


 


(c) (i) Fleetwood and its Subsidiaries may
prepay (A) so long as the Flexibility Conditions are satisfied as of the
date of and both before and immediately after giving effect to such prepayment,
any Capital Leases, so long as the acquisition of any property in connection
with the prepayment of such Capital Lease would not constitute a Restricted
Investment, (B) so long as the Flexibility Conditions are satisfied as of
the date of and both before and immediately after giving effect to such
prepayment, any Debt incurred pursuant to Section 7.13 (other than
Debt incurred pursuant to Section 7.13(b)) and (C) without
prejudice to Section 3.4(d), Debt under the 2008 Senior Secured Debentures
incurred pursuant to Section 7.13(b) provided that such
prepayment shall not exceed an amount equal to the sum of (x) the
aggregate amount of Net Proceeds received from the sale solely of Real Estate
subject to a Lien in accordance with clause (j) of the definition of
Permitted Liens constituting collateral for the 2008 Senior Secured Debentures
and not constituting Collateral and (y) the aggregate amount of Net Loss
Proceeds (as defined in the indenture governing the 2008 Senior Secured
Debentures as in effect on the issue date thereof) related to any Event of Loss
(as defined in the indenture governing the 2008 Senior Secured Debentures as in
effect on the issue date thereof) received with respect solely to Real Estate
subject to a Lien in 


 


11

















 


accordance with clause (j) of the definition of
Permitted Liens constituting collateral for the 2008 Senior Secured Debentures
and not constituting Collateral and (ii) so long as the Flexibility
Conditions are satisfied as of the date of and both before and immediately
after giving effect to such prepayment, Fleetwood and its Subsidiaries may
prepay any Debt not otherwise permitted to be prepaid pursuant to this Section 7.14
in an aggregate amount not to exceed $1,000,000;


 


1.26               Amendment
to Section 7.14(e).  Section 7.14(e) shall
be deleted in its entirety and replaced with the following:


 


“(e)                            so
long as no Default or Event of Default has occurred and is continuing on the
date of the payment thereof, both before and after giving effect to such
payment or other specified action, Fleetwood may voluntarily prepay (including
by redemption or repurchase) all or a portion of the 2003 Subordinated
Debentures (and, in such event, cancel all or such portion of the 2003
Subordinated Debentures so prepaid) in exchange for any one or more of (I) the
issuance to the holders thereof of ordinary or common Capital Stock of
Fleetwood and/or warrants to acquire such ordinary or common Capital Stock of
Fleetwood, (II) the issuance to the holders thereof, or the payment to the
holders thereof from the proceeds, of the 2008 Subordinated Debentures and/or
the 2008 Senior Secured Debentures and/or (III) so long as the Flexibility
Conditions are satisfied both before and after giving effect thereto, the
payment in cash of any redemption price, repurchase price, or an inducement,
conversion, exchange or other fee, or any other cash consideration in
connection with any such prepayment (including by redemption or repurchase); provided
that the aggregate cash amount paid pursuant to clause (III) above in
connection with all such prepayments does not exceed the lesser of the
Debenture Prepayment Cap and $5,000,000.”


 


1.27               Amendment
to Section 7.15.  Section 7.15
shall be amended by adding the following to the last sentence thereof:


 


“(c) the
incurrence of obligations by Loan Parties under the 2008 Senior Subordinated
Debenture Guaranties and the grant by Loan Parties of a Lien permitted by
clauses (j) or (k) of the definition of Permitted Liens and (d) while
no Event of Default has occurred and is continuing, the payment of amounts
owing to any Affiliate pursuant to the 2008 Senior Secured Debentures or the
2008 Subordinated Debentures if and to the extent otherwise made in accordance
with Sections 7.14 and 7.29 hereof and if and to the extent that
such payments are concurrently made to security holders who include Persons
that are not Affiliates.”


 


1.28               Amendments
to Section 7.19(b). Section 7.19(b) shall be amended by
deleting such clause in its entirety and replacing it with the following: “(b) [RESERVED].”


 


1.29               Amendment to Section 7.24. 
Section 7.24 shall be amended by deleting such section and
replacing it with the following:


 


12
















 


“7.24                     Financial Covenants


 


(a)                                  Adjusted
Cash Gain/(Loss). If a Minimum Liquidity Event shall occur and be
continuing, Fleetwood shall have maintained an Adjusted Cash Gain/(Loss) for
the most recent period of one or more consecutive Fiscal Quarters (for which an
annual or quarterly compliance certificate has been delivered pursuant to Section 5.2(e))
specified below and ended on the last day of each Fiscal Quarter set forth
below of not less than the gain/(loss) set forth below opposite each such
period (for the avoidance of doubt, and by way of example, (i) an Adjusted
Cash Gain/(Loss) that indicates a gain of $3,000,000 would constitute an amount
“not less than” a (loss) of ($2,000,000) and (ii) an Adjusted Cash
Gain/(Loss) that indicates a (loss) of ($1,000,000) would also constitute an
amount “not less than” a (loss) of ($2,000,000), in each case, for purposes of
this Section 7.24(a)):


 


	
  Period Ending

  	
   

  	
  Adjusted Cash Gain/Loss

  (Loss Expressed in

  Parentheses)

  	
   

  
	
  One Fiscal
  Quarter ending in October 2008

  	
   

  	
  $

  	
  (47,000,000

  	
  )

  
	
  Two Fiscal
  Quarters ending in January 2009

  	
   

  	
  $

  	
  (71,000,000

  	
  )

  
	
  Three Fiscal
  Quarters ending in April 2009

  	
   

  	
  $

  	
  (87,000,000

  	
  )

  
	
  Four Fiscal
  Quarters ending in July 2009

  	
   

  	
  $

  	
  (96,000,000

  	
  )

  
	
  Four Fiscal
  Quarters ending in October 2009

  	
   

  	
  $

  	
  (57,000,000

  	
  )

  
	
  Four Fiscal
  Quarters ending in January 2010

  	
   

  	
  $

  	
  (43,000,000

  	
  )

  
	
  Four Fiscal
  Quarters ending in April 2010

  	
   

  	
  $

  	
  (28,000,000

  	
  )

  



 


(b)                                 Minimum
Liquidity. From and after the Ninth Amendment Effective Date, there shall
not have occurred any three consecutive Business Day period over which
Fleetwood, on a consolidated basis, had Fleetwood Liquidity of $20,000,000 or
less for each such Business Day.


 


1.30               Amendment
to Section 7.28(e). Section 7.28(e) shall be deleted in
its entirety and replaced with the following:


 


“(e)                            Subject to Section 2.8, each parcel of Real
Estate listed on Schedule 6.11 attached hereto and identified thereon as
“Mortgaged Property” shall remain subject to the Mortgage with respect to such
property that is in place as of the Ninth Amendment Effective Date.”


 


1.31                           Amendment
to Section 7.29. Section 7.29 shall be re-titled “2008 Senior Secured Debentures; Subordinated Debt; Trust Securities”:


 


13

















 


1.32                           Amendment
to Section 7.29(a). Section 7.29(a) shall be deleted in
its entirety and replaced with the following:


 


“(a)                            (i) Fleetwood will not, and
will not permit any of its Subsidiaries to, amend, supplement or otherwise
modify the terms of the 1998 Subordinated Debentures, the 2003 Subordinated
Debentures, the 2008 Senior Secured Debentures, the 2008 Subordinated
Debentures or, in each case, any Guaranty thereof, or the Trust Securities or
any Guaranty thereof or add any Guaranty of any other Credit Party (other than
a 2008 Senior Secured Debenture Guaranty) and (ii) without
prejudice to the foregoing, Fleetwood will not, and will not permit any of its
Subsidiaries to, amend or otherwise change the terms of the 2008 Senior
Secured Debentures if the effect of such amendment or change is to
modify (or have the effect of a modification of) the granting clauses (and the
exclusions therefrom) of any collateral documents governing the 2008
Senior Secured Debentures (or the definitions of the terms contained in any
such granting clauses), other than, in the case of each of the foregoing
clauses (i) and (ii), (w) to add or replace or substitute Real Estate
collateral pursuant to the terms of the 2008 Senior Secured Debentures and the
2008 Intercreditor Agreement and with respect to which such added or replacement
Liens are permitted to be granted hereunder within the limits set forth in
clauses (j) or (k) of the definition of “Permitted Liens,” (x) to
release any Lien securing the 2008 Senior Secured Debentures, (y) to
reduce the amount of obligations secured by any Lien securing the 2008 Senior
Secured Debentures and (z) subject to the Agent’s prior written consent,
to conform such mortgage or other security document to the applicable Mortgages
granted in connection with this Agreement or to make changes otherwise
consistent with the terms of this Agreement and the 2008 Intercreditor
Agreement.”


 


1.33                           Amendment
to Section 7.29(c). Section 7.29(c) shall be deleted in
its entirety and replaced with the following clauses (c) and (d):


 


“(c)                            Fleetwood
will not, and will not permit any of its Subsidiaries to, make any cash
payments or prepayments with respect to the 2003 Subordinated Debentures or the
2008 Subordinated Debentures other than, subject to the subordination
provisions contained therein, (A) mandatory payments of interest
(including any additional amounts on the 2003 Subordinated Debentures, the 2008
Subordinated Debentures and any Fleetwood common stock issued upon conversion
thereof) when due under the terms of the 2003 Subordinated Debentures or the or
the 2008 Subordinated Debentures (in each case, without acceleration), (B) mandatory
payments in respect of fractional shares upon conversion of 2003 Subordinated
Debentures or the 2008 Subordinated Debentures, (C) mandatory payments to
satisfy repurchase obligations with respect to 2003 Subordinated Debentures and
the 2008 Subordinated Debentures upon a change of control (as defined in the
indentures under which each of the 2003 Subordinated Debentures and the 2008
Subordinated Debentures, respectively, are issued), (D) fees,
indemnification payments, expense reimbursements and other customary payments
made to any trustee, conversion


 


14

















 


agent, transfer agent,
exchange agent, paying agent, depositary or custodian for the 2003 Subordinated
Debentures, the 2008 Subordinated Debentures or any agent or counsel for any of
the foregoing, (E) payment of customary fees and expenses related to
registering for resale under the Securities Act of 1933 the 2003 Subordinated Debentures,
the 2008 Subordinated Debentures and the Fleetwood common stock into which such
debentures are convertible, (F) any other mandatory payments of principal
and/or interest (including any additional amounts) or mandatory repurchase
payments required under the terms of the indentures under which each of the
2003 Subordinated Debentures or the 2008 Subordinated Debentures are issued,
provided that, other than as permitted by clause (G) below, no cash
payments shall be permitted by this clause (F) in respect of (I) any
mandatory offer, prepayment, repurchase or other similar redemption right of
the holders thereof that may be satisfied, at the option of Fleetwood, through
the issuance of additional Capital Stock (in lieu of a cash payment) or (II) any
mandatory offer, prepayment, repurchase or other similar redemption right of
the holders thereof in respect of “Asset Sales” or “Events of Loss” or any
similar term, as any such term is defined in the indenture under which the 2008
Senior Secured Debentures are issued and (G) so long as no Default or
Event of Default has occurred and is continuing on the date of the payment
thereof, both before and after giving effect to such payment, Fleetwood may
make the payments and/or pay the fees described in Section 7.14
hereof.


 


(d)                                 Fleetwood
will not, and will not permit any of its Subsidiaries to, make any cash
payments or prepayments with respect to the 2008 Senior Secured Debentures
other than (A) mandatory payments of interest (including any additional
amounts on the 2008 Senior Secured Debentures) when due under the terms of the
2008 Senior Secured Debentures (in each case, without acceleration), (B) mandatory
payments to satisfy repurchase obligations with respect to the 2008 Senior
Secured Debentures upon a change of control (as defined in the indenture under
which the 2008 Senior Secured Debentures are issued), (C) fees,
indemnification payments, expense reimbursements and other customary payments
made to any trustee, conversion agent, transfer agent, exchange agent, paying
agent, depositary or custodian for the 2008 Senior Secured Debentures or any
agent or counsel for any of the foregoing, (D) payment of customary fees
and expenses related to registering for resale under the Securities Act of 1933
the 2008 Senior Secured Debentures, (E) any other mandatory payments of
principal and/or interest (including any additional amounts) or mandatory
repurchase payments required under the terms of the indentures under which each
of the 2008 Senior Secured Debentures are issued and (F) so long as no
Default or Event of Default has occurred and is continuing on the date of the
payment thereof, both before and after giving effect to such payment, Fleetwood
may make the payments and/or pay the fees described in Section 7.14
hereof.”


 


1.34                           Amendment
to Section 7. Section 7 shall be amended by adding the
following additional Section 7.30:


 


15

















 


“7.30    Compliance with
Covenants under 2008 Senior Secured Debentures. For so long as the 2008
Senior Secured Debentures are outstanding, Fleetwood will, and will cause its
Subsidiaries to, comply with each of the covenants and other obligations set
forth in the indenture governing the 2008 Senior Secured Debentures (the “2008
Indenture Covenants”), and in furtherance thereof, for so long as the 2008
Senior Secured Debentures are outstanding, the 2008 Indenture Covenants are
incorporated herein as if set forth in their entirety herein, in each case as
in effect on the initial date of issuance of the 2008 Senior Secured
Debentures, or as amended, supplemented or otherwise modified from time to time
with the consent of the Majority Lenders made in accordance with Section 7.29(a) hereof.
For the avoidance of doubt, the incorporation by reference of such 2008
Indenture Covenants (a) shall be “additive” to and shall in no event be
deemed to amend, supplement or otherwise modify any other covenants or
obligations set forth herein in any manner to make them any “less restrictive
on” or “more favorable” to Fleetwood or any of its Subsidairies and (b) shall
not constitute any waiver or consent
hereunder in respect of any other covenants or obligations otherwise set forth
herein and shall not constitute a course of dealing or any other basis
for altering such other covenants or obligations of Fleetwood or any of its
Subsidairies hereunder.”


 


1.35                           Amendment
to Section 8.2. Section 8.2 shall be amended by adding
the following additional clause (d) at the end thereof:


 


“(d)                           after giving effect to such extension of credit (i) all Obligations of Fleetwood
and its Subsidiaries under this Agreement and the other Loan Documents, and all
rights of contribution, indemnity, subrogation and reimbursement relating to
the Obligations of any Loan Party with respect to Fleetwood and any other
Obligations of Fleetwood and its Subsidiaries secured by any Loan Documents
(including, without limitation, all debts, liabilities and obligations now or
hereafter arising from or in connection with Bank Products), shall constitute “Senior
Debt” and “Designated Senior Debt” under the 2008 Subordinated Debentures, if
any, and the 2008 Senior Secured Debentures, if any, and “Priority Lien Debt”
under the 2008 Intercreditor Agreement, if any; (ii)  such Obligations
shall permitted by the indenture governing the 2008 Subordinated Debentures, if
any, the indenture governing the 2008 Senior Secured Debentures, if any, and
the 2008 Intercreditor Agreement, if any, to be incurred and secured under and
pursuant to the Loan Documents; and (iii) if
requested by the Agent in its sole discretion, the Agent shall have received
and an Officers’ Certificate (as defined in, and satisfying the requirements
of, each of the indenture governing the 2008 Subordinated Debentures, if any,
the indenture governing the 2008 Senior Secured Debentures, if any, and the
2008 Intercreditor Agreement, if any) to the effect of the forgoing.”


 


1.36                           Amendment
to Section 9.1. Section 9.1 shall be amended by adding
and “or” and the following additional clause (q) at he end thereof:


 


16

















 


“(q)                           for so long as the 2008 Senior Secured Debentures are outstanding, each
of the “events of default” (or such similarly defined term) set forth in the
2008 Indenture Covenants (the “2008 Indenture Events of Default”) are
incorporated herein as if set forth in their entirety herein as Events of
Defaults hereunder, in each case as in effect on the initial date of issuance
of the 2008 Senior Secured Debentures, or as amended, supplemented or otherwise
modified from time to time with the consent of the Majority Lenders made in
accordance with Section 7.29(a) hereof. For the avoidance of doubt,
the incorporation by reference of such 2008 Indenture Events of Default (i) shall
be “additive” to and shall in no event be deemed to amend, supplement or
otherwise modify any other Events of Default set forth herein in any manner to
make them any “less restrictive on” or “more favorable” to Fleetwood or any of
its Subsidairies and (ii) shall not constitute any waiver or consent hereunder in respect of any other Events of
Default otherwise set forth herein and
shall not constitute a course of dealing or any other basis for altering
such other Events of Default hereunder.”


 


1.37                           Amendment
to Section 12.11. Section 12.11 shall be amended by adding
the following clause (d):


 


“(d)                           Each
Lender authorizes and directs the Agent and the Collateral Agent to enter into
the 2008 Intercreditor Agreement, and each Lender agrees to be bound by the
terms thereof that are applicable to it thereunder.”


 


1.38                           Amendment
to Section 12.17. Section 12.17 shall be amended by adding
the following sentence at the end thereof.


 


“Each Lender hereby
irrevocably authorizes the Agent to enter into the 2008 Intercreditor Agreement
on behalf of each such Lender.”


 


1.39                           Amendments
to Section 12.21. Section 12.21 shall be amended by
deleting such Section in its entirety and replacing it with the following:
“12.21 [RESERVED].”


 


1.40                           Amendment
to Schedule 1.2.
In accordance with Section 11.2 and the definition of “Revolving
Credit Commitment,” Schedule 1.2 shall be deleted in its entirety and
replaced with the Schedule 1.2 attached hereto.


 


1.41                           Amendment
to Schedule 6.9.
Schedule 6.9 shall be deleted in its entirety and replaced with the Schedule
6.9 attached hereto


 


1.42                           Amendment
to Schedule 6.11. Each
party hereto acknowledges and agrees that Schedule 6.11 attached hereto
accurately reflects the Mortgaged Properties as of the date hereof, after
giving effect to all transactions completed on or prior to the date hereof in
accordance with Sections 2.8 and 2.9 of the Credit Agreement and
the transactions contemplated by the Eighth Amendment and this Ninth Amendment;
provided that such Schedule 6.11 shows both Term Loan Collateral
and “boot collateral” both prior to and after giving effect to the transactions
contemplated by this Amendment (i.e., the
release of certain Term Loan Collateral and the re-characterization of certain
Term Loan Collateral as “boot collateral” (and not, for the avoidance of doubt,
Real Estate Subfacility Assets or Term Loan Collateral) in accordance with


 


17

















 


and as further set forth in Section 2
and Section 5.5 hereof, such that the aggregate amount of Term Loan
Collateral shall be zero ($0.00) and the aggregate amount of “boot collateral”
shall be not less than $37,000,000). Accordingly, Schedule 6.11 shall be
deleted in its entirety and replaced with the Schedule 6.11 attached
hereto.


 


2.                                       ACKNOWLEDGEMENTS AND
AUTHORIZATIONS. For the avoidance of doubt, the Loan Parties, the Agent and the Majority
Lenders acknowledge and agree that, (a)  the Term Loans have been prepaid
in full and no portion of any Lender’s Term Loan are outstanding, (b) Section 11.1(a)(ii) of
the Credit Agreement provides that no waiver, amendment, or consent under the
Credit Agreement shall release any Term Loan Collateral other than as permitted
by Section 2.8, Section 2.9, Section 7.9 or
Section 12.11 (provided that the Term Loan Collateral may be
released with the consent of the Term Lenders) unless in writing and signed by
all the Term Lenders, the Majority Revolving Lenders, Fleetwood and the
Borrowers and acknowledged by the Agent, (c) in accordance with the
definition of “Term Lenders,” there are no longer any Term Lenders for any
purpose under the Credit Agreement, (d) accordingly, under Section 11.1(a)(ii) of
the Credit Agreement, the Majority Revolving Lenders have the authority to
consent to the release of any Term Loan Collateral (which such release must be
countersigned by Fleetwood, the Borrowers and acknowledged by the Agent) and (e) in
light of the foregoing, such Real Estate as constituted Term Loan Collateral
immediately prior to the effective time of the Eighth Amendment continued to
constitute Term Loan Collateral immediately after the effective time of the
Eighth Amendment, subject to Agent’s Liens, for all purposes under the Credit
Agreement.


 


3.                                       CONSENTS AND AUTHORIZATIONS. Pursuant to Section 11.1(a)(ii),
Majority Revolving Lenders acknowledge and agree with Loan Parties and the
Agent that certain Term Loan Collateral shall, concurrent
with the effectiveness of this amendment, be deemed to continue to constitute
Mortgaged Property as “boot collateral” (and not, for the avoidance of doubt,
Real Estate Subfacility Assets or Term Loan Collateral) as described in Schedule
6.11, as amended hereby, under the Credit Agreement as further set forth in
Section 5.5 below. Each Majority Revolving Lender authorizes
and instructs the Agent to release any and all Agent’s Liens with respect to
the Real Estate previously constituting Term Loan Collateral as of the
effective time of the Eighth Amendment that does not continue to constitute
Mortgaged Property as “boot collateral” as described in Schedule 6.11,
as amended hereby, under the Credit Agreement (and specifically consents to
such releases) and to take any and all other further reasonable and customary
actions necessary to effect such release.


 


4.                                       REPRESENTATIONS AND WARRANTIES OF
FLEETWOOD AND THE BORROWERS. In order to induce the Majority Lenders and the Agent
to enter into this Amendment, each of Fleetwood and each Borrower represents
and warrants to each Majority Lender and the Agent that the following
statements are true, correct and complete:


 


4.1                     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.


 


18

















 


4.2                     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.


 


4.3                     No Conflict or Violation
or Required Consent or Approval. The execution and delivery of this Amendment and the
Consent, the performance of the obligations of each Loan Party under or in
respect of the Credit Agreement as amended hereby and the transactions
contemplated 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.


 


4.4                     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
(except for Permitted Liens) which secure the Obligations.


 


4.5                     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.


 


4.6                     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.


 


5.                                       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 Majority Lender and only if and when each of the following
conditions is satisfied:


 


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


 


5.2                     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


 


19

















 


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.


 


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


 


5.4                     Closing Fee. Fleetwood
shall have paid to the Agent, for the pro rata account of all Lenders, the
closing fee as described and in the amount set forth in the Fee Letter, dated
as of the date hereof, between Fleetwood and the Agent.


 


5.5                     Boot Collateral. Borrowers shall have delivered to
the Agent and the Collateral Agent (A) duly executed and acknowledged
amendments to the existing Mortgages or a new Mortgage, in each case, if and as
reasonably requested by the Agent, to the extent necessary under applicable
law, in the reasonable judgment of the Agent, to continue or create a valid,
enforceable and first priority Lien on not less than such an amount of
Mortgaged Property (previously constituting Term Loan Collateral) to be
continued as Mortgaged Property constituting “boot collateral”  in proper form for recording in all
appropriate places in all applicable jurisdictions, so that, upon completion of
the transactions described in Section 3 hereof and this Section 5.5,
the aggregate value (such values as to each item of Mortgaged Property as set
forth on Schedule 6.11 as in effect prior to effectiveness of this
Amendment) of all “boot collateral” as identified on Schedule 6.11
(after giving effect to such transactions) is not less than $37,000,000, (B) title
policies (or endorsements to the existing title policies for the benefit of the
Agent) if and as reasonably requested by the Agent, assuring the Agent that
such Mortgages constitute first priority mortgage liens subject only to
Permitted Liens under clauses (a), (b), (d) and (e) of the definition
of Permitted Liens, and (C) if requested by the Agent, opinions of counsel
as to such matters as reasonably requested by the Agent (it being understood
and agreed that the Agent may agree to the delivery of the items described in
the foregoing clauses (B) and (C) post-effectiveness of this
Amendment in its reasonable judgment).


 


5.6                     Hazardous Substances
Indemnity Agreement. Borrowers shall have delivered to the Agent such amendments
as shall have been requested by the Agent to the Amended and Restated Hazardous
Substances Indemnity Agreement, dated January 5, 2007, by each of the Loan
Parties named therein as Indemnitors and the Agent,  in order to reflect Schedule 6.11, as
it shall be constituted after giving effect to the transactions described in Section 1.40
and Section 4.6 hereof.


 


6.                                       EFFECTIVE DATE. This
Amendment shall become effective (the “Effective Date”) on the date of
the satisfaction of the conditions set forth in Section 5.


 


7.                                       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


 


20

















 


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.


 


8.                                       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.


 


9.                                       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.


 


10.                                 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.


 


11.                                 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.


 


12.                                 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]


 


21

















 


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.

  



 


Ninth Amendment and Consent of Guarantors


 


S-1

















 


	
   

  	
  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.

  
	
   

  	
   

  
	
   

  	
  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/ Andrew M. Griffiths

  
	
   

  	
  Name:

  	
  Andrew M. Griffiths

  
	
   

  	
  Title:

  	
  Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  



 


S-2

















 


	
  GUARANTOR

  	
  FLEETWOOD ENTERPRISES, INC.,
  as the

  Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Andrew M. Griffiths

  
	
   

  	
  Name:

  	
  Andrew M. Griffiths

  
	
   

  	
  Title:

  	
  Chief Financial Officer

  



 


S-3
















 


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, as a

  Lender and as a Majority Revolving Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Todd Eggertsen

  
	
   

  	
  Name:

  	
  Todd Eggertsen

  
	
   

  	
  Title:

  	
  Vice President

  



 


Ninth Amendment and Consent of Guarantors


 


S-4

















 


	
   

  	
  WELLS FARGO FOOTHILL, INC., fka

  FOOTHILL CAPITAL CORPORATION, as

  a Lender and as a Majority Revolving Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Juan Barrera

  
	
   

  	
  Name:

  	
  Juan Barrera

  
	
   

  	
  Title:

  	
  Vice President

  



 


S-5

















 


	
   

  	
  TEXTRON FINANCIAL CORPORATION,

  as a Lender and as a Majority Revolving Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


S-6

















 


	
   

  	
  PNC BANK, NATIONAL ASSOCIATION, as

  a Lender and as a Majority Revolving Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


S-7

















 


	
   

  	
  WACHOVIA CAPITAL FINANCE

  CORPORATION (WESTERN),
  as a Lender
 and as a Majority Revolving Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael White

  
	
   

  	
  Name:

  	
  Michael White

  
	
   

  	
  Title:

  	
  Associate

  



 


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 29th day of October, 2008.


 


	
  GUARANTORS

  	
  FLEETWOOD ENTERPRISES, INC.

  FLEETWOOD CANADA LTD.

  FLEETWOOD INTERNATIONAL INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Andrew M. Griffiths

  
	
   

  	
  Name:

  	
  Andrew M. Griffiths

  
	
   

  	
  Title:

  	
  Chief Financial Officer

  



 


Ninth Amendment and Consent of Guarantors


 


S-9

















 


Exhibit A


 


Indicative
Terms of 2008 Subordinated Debentures


 


	
  Issuer:

  	
   

  	
  Fleetwood
  Enterprises, Inc.

  
	
   

  	
   

  	
   

  
	
  Securities:

  	
   

  	
  2008 Subordinated
  Debentures

  
	
   

  	
   

  	
   

  
	
  Principal Amount:

  	
   

  	
  An aggregate original
  principal amount reasonably acceptable to the Agent.

  
	
   

  	
   

  	
   

  
	
  OID:

  	
   

  	
  Up to a percentage
  reasonably acceptable to the Agent.

  
	
   

  	
   

  	
   

  
	
  Coupon:

  	
   

  	
  Up to a percentage
  reasonably acceptable to the Agent, subject to increase as set forth below
  under the caption “Conversion”

  
	
   

  	
   

  	
   

  
	
  Default Interest Rate:

  	
   

  	
  Up to 2%.

  
	
   

  	
   

  	
   

  
	
  Maturity:

  	
   

  	
  No earlier than a date
  reasonably acceptable to the Agent, unless earlier converted by the holders
  or redeemed or repurchased by the Issuer.

  
	
   

  	
   

  	
   

  
	
  Sinking Fund:

  	
   

  	
  None

  
	
   

  	
   

  	
   

  
	
  Amortization:

  	
   

  	
  None

  
	
   

  	
   

  	
   

  
	
  Conversion:

  	
   

  	
  The 2008 Subordinated
  Debentures will be convertible into common stock of the Issuer. Other than as
  set forth above, shall not be exchangeable or convertible into Debt of any
  person or any preferred stock or other Capital Stock of any person.

  
	
   

  	
   

  	
   

  
	
  Optional Repurchase Right of
  Holders:

  	
   

  	
  Holders of the 2008
  Subordinated Debentures may require the Issuer to repurchase all or a portion
  of their 2008 Subordinated Debentures on a date no earlier than
  December 15, 2011 (the “Initial Put Redemption Date”) at a
  repurchase price equal to 100% of the principal amount of the 2008
  Subordinated Debentures plus any accrued and unpaid interest thereon to, but
  excluding, the repurchase date. The Issuer may elect to pay the repurchase
  price in cash, its common stock or a combination thereof.  It is understood and agreed that the Credit
  Agreement will provide that the satisfaction of such repurchase obligation
  shall be permitted solely through the issuance of additional Capital Stock
  (and not, for the avoidance of doubt, with cash).

  
	
   

  	
   

  	
   

  
	
  Change of Control Repurchase
  Right of Holders:

  	
   

  	
  100% of principal amount
  of the 2008 Subordinated Debentures plus accrued and unpaid interest to, but
  excluding, the repurchase date.

  
	
   

  	
   

  	
   

  
	
  Optional Redemption:

  	
   

  	
  The 2008 Subordinated
  Debentures may not be redeemed prior to December 15, 2011.  Thereafter, the Issuer may redeem the 2008
  Subordinated Debentures, in whole or in part, for cash at 100% of the
  principal amount of the 2008 Subordinated Debentures plus accrued and unpaid
  interest to, but excluding, the redemption date. It is understood and agreed
  that the Credit Agreement will not permit any such redemption.

  
	
   

  	
   

  	
   

  
	
  Subordination:

  	
   

  	
  Same as the 2003
  Subordinated Debentures

  



 

















 


	
  Covenants and Events of
  Default:

  	
   

  	
  No more restrictive than
  those contained in the 2003 Subordinated Debentures or as may be reasonably
  acceptable to the Agent.  There shall
  be no liquidity tests and no financial maintenance covenants.

  
	
   

  	
   

  	
   

  
	
  Cross-Defaults:

  	
   

  	
  Shall not contain any
  cross-default provisions or cross-acceleration provisions any more onerous to
  Fleetwood than the terms of the 2003 Subordinated Debentures or as may be
  reasonably acceptable to the Agent

  
	
   

  	
   

  	
   

  
	
  Closing Date:

  	
   

  	
  On or prior to
  December 31, 2008

  
	
   

  	
   

  	
   

  
	
  Use of Proceeds:

  	
   

  	
  To repay in part or in
  full (or in partial or complete satisfaction of any put, redemption or
  prepayment obligation in respect of) the 2003 Subordinated Debentures.

  



 

















 


Exhibit B


 


Summary
Indicative Terms of 2008 Senior Secured Debentures


 


	
  Issuer:

  	
   

  	
  Fleetwood
  Enterprises, Inc.

  
	
   

  	
   

  	
   

  
	
  Securities:

  	
   

  	
  2008 Senior Secured
  Debentures.

  
	
   

  	
   

  	
   

  
	
  Principal Amount:

  	
   

  	
  An aggregate original
  principal amount reasonably acceptable to the Agent.

  
	
   

  	
   

  	
   

  
	
  OID:

  	
   

  	
  Up to a percentage
  reasonably acceptable to the Agent.

  
	
   

  	
   

  	
   

  
	
  Coupon:

  	
   

  	
  Up to a percentage
  reasonably acceptable to the Agent.

  
	
   

  	
   

  	
   

  
	
  Default Interest Rate:

  	
   

  	
  Up to 2%.

  
	
   

  	
   

  	
   

  
	
  Maturity:

  	
   

  	
  No earlier than a date
  reasonably acceptable to the Agent.

  
	
   

  	
   

  	
   

  
	
  Sinking Fund:

  	
   

  	
  None.

  
	
   

  	
   

  	
   

  
	
  Amortization:

  	
   

  	
  None.

  
	
   

  	
   

  	
   

  
	
  Optional Repurchase Right
  of Holders:

  	
   

  	
  None.

  
	
   

  	
   

  	
   

  
	
  Change of Control
  Repurchase Right of Holders:

  	
   

  	
  100% of principal amount
  of the 2008 Senior Secured Debentures plus accrued and unpaid interest to,
  but excluding, the repurchase date.

  
	
   

  	
   

  	
   

  
	
  Asset Sale Offer:

  	
   

  	
  The net
  proceeds of First Lien Collateral (as defined below) shall be used to make an
  offer to repurchase the 2008 Senior Secured Debentures.  The net proceeds of Second Lien Collateral
  (as defined below) shall be used to (i) repay debt to the extent
  outstanding and otherwise as permitted under the Credit Agreement,
  (ii) make a permitted property substitution, or (iii) after
  designated senior debt is repaid in full and all commitments thereunder have
  been terminated, make an offer to repurchase the 2008 Senior Secured
  Debentures.  The net proceeds of asset
  sales (as shall be defined in a manner reasonably acceptable to the Agent)
  relating to assets other than First Lien Collateral or Second Lien Collateral
  shall be used to (i) repay debt to the extent outstanding and otherwise
  as required by the Credit Agreement, (ii) make expenditures or to acquire
  properties or assets that will be used by, or will be useful in a permitted
  business, or (iii) after designated senior debt is repaid in full and
  all commitments thereunder have been terminated, make an offer to repurchase
  the 2008 Senior Secured Debentures.

  



 

















 


	
  Event of Loss Offer:

  	
   

  	
  In
  the event of an event
  of loss, the Issuer or the applicable subsidiary will apply the net loss proceeds from such
  event of loss: (1) to the rebuilding, repair, replacement or
  construction of improvements to the affected property;  (2) in the
  case of net loss proceeds to the extent not involving First Lien Collateral, repay
  debt to the extent outstanding and otherwise as permitted by the Credit
  Agreement; (3) to make expenditures or to acquire
  properties or assets that will be used or useful in a permitted business provided that the properties or assets so acquired shall
  become First Lien Collateral or Second Lien Collateral, as applicable; or (4) in the case of net loss proceeds to extent
  involving First Lien Collateral, the Net Loss Proceeds shall be paid directly
  to the Collateral Agent for deposit in a collateral account and applied to make an offer
  to repurchase the 2008 Senior Secured Debentures.

  
	
   

  	
   

  	
   

  
	
  Optional Redemption:

  	
   

  	
  At any time at a price
  equal to 100% of principal amount of the 2008 Senior Secured Debentures plus
  accrued and unpaid interest to, but excluding, the redemption date.

  
	
   

  	
   

  	
   

  
	
  Collateral:

  	
   

  	
  “Silent” second priority
  Lien on the Mortgaged Property (as the same may be released, substituted or
  supplemented from time to time in accordance with the terms of the Credit
  Agreement), subordinate to the Liens in favor of the Agent for the benefit of
  the Agent and the Term Lenders and for the benefit of the Agent and the
  Revolving Credit Lenders, in form and substance satisfactory to the Agent,
  and otherwise subject to the 2008 Intercreditor Agreement (“Second Priority
  Collateral”).  First priority Lien (subject
  to the 2008 Intercreditor Agreement) on up to an aggregate value (such
  value as set forth in an appraisal in form and substance and by an appraiser
  reasonably satisfactory to the Agent) of all Real
  Estate (that does not constitute Collateral) securing the 2008 Senior Secured
  Debentures, at the time of the granting of the Lien thereon, that does not
  exceed the sum of (x) $20,000,000 and (y) such additional amount as
  shall have been notified to the Agent in writing and applied to reduce the
  Maximum Real Estate Loan Amount in accordance with the final proviso set
  forth in such definition (“First Priority Collateral”). Otherwise, the 2008 Senior Secured
  Debentures shall not be secured by any Capital Stock or assets of any Loan
  Party or any Subsidiary or Affiliate thereof. All Liens placed on the
  Mortgaged Property shall provide that each such Lien shall be automatically
  released (and shall no longer constitute a Permitted Lien under the Credit
  Agreement) to the extent required by the 2008 Intercreditor Agreement.

  
	
   

  	
   

  	
   

  
	
  Guarantees:

  	
   

  	
  Each subsidiary of the
  Issuer that is a Loan Party under the Credit Agreement shall guarantee the
  2008 Senior Secured Debentures; provided that such guaranty shall be subordinated in right
  of payment to the prior payment of the Obligations in form and substance and
  on terms reasonably acceptable to the Agent.

  
	
   

  	
   

  	
   

  
	
  Intercreditor Agreement:

  	
   

  	
  2008 Intercreditor
  Agreement, to be in form and substance reasonably satisfactory to the Agent.

  



 

















 


	
  Covenants and Events of Default:

  	
   

  	
  Customary for high yield debt securities except where more
  restrictive (as in the case of Limitation on Restricted Payments, Limitation
  on Indebtedness, Limitation on Liens, Limitation on Asset Sales and
  Limitations on Sale-Lease Backs), but in any event covenants to be not more
  restrictive than those contained in the Credit Agreement after giving effect
  to the Ninth Amendment and the incorporation by reference into the Credit
  Agreement of the covenants and events of default in the 2008 Senior Secured
  Debentures (to include:  Payment of
  Notes; Maintenance of Office or Agency; Limitation on Restricted
  Payments;  Maintenance of Corporate
  Existence; Payment of Taxes and Other Claims; Maintenance of Properties and
  Insurance; Notice of Default; Compliance With Laws; Reports to Trustee;
  Waiver of Stay, Extension or Usury Laws; Limitations on Transactions with
  Affiliates; Limitation on Incurrence of Additional Indebtedness and Issuance
  of Preferred Stock of Restricted Subsidiaries; Limitation on Dividend and
  Other Payment Restrictions Affecting Subsidiaries; Change of Control;
  Limitation on Asset Sales; Limitation on Liens; Conduct of Business; Events
  of Loss; Additional Guarantees/Real Estate Security Conforming to Scope of
  Guarantors and Real Estate Collateral for Senior Credit Facility; Limitations
  on Sale-Lease Backs; Payments for Consent; Merger, Consolidation or Sale of
  All or Substantially All Assets; Compliance Certificate; Further Instruments
  and Acts; Impairment of Security Interest; Amendment of Credit Facilities)
  and, in any event, such provisions shall be reasonably acceptable to the
  Agent. 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  There
  shall be no liquidity tests and no financial maintenance covenants.  It is understood that, among other baskets,
  (A) the credit facility basket shall be limited to the lesser of
  (x) $160.0 million (less the amount of net proceeds of Second Lien
  Collateral used to repay debt to the extent outstanding and otherwise as
  permitted under the Credit Agreement) and (y) the borrowing base (as
  defined therein in a manner reasonably acceptable to the Agent) plus up to
  $7.5 million,
  (B) there shall be a basket of $20.0 million for Bank Products (with a
  sub-limit with respect to obligations under Hedge Agreement of $5.0 million),
  (C) there shall be a basket of $5.0 million for non-real estate capital
  leases and (D) there shall be a basket of $11.25 million (which may be
  secured or unsecured) for mortgage debt, sale and leasebacks and any purpose
  other than to incur credit facility debt. It is understood that no restricted
  payments outside the Fleetwood Enterprises, Inc. level and no payments
  in respect of subordinated debt or preferred shares (other than payments of
  regularly scheduled interest and in respect of fractional shares) shall be
  permitted.

  
	
   

  	
   

  	
   

  
	
  Cross-Defaults:

  	
   

  	
  Shall not contain any
  cross-default provisions or cross-acceleration provisions any more onerous to
  Fleetwood than the terms of the Credit Agreement and, in any event, such
  provisions shall be reasonably acceptable to the Agent.

  
	
   

  	
   

  	
   

  
	
  Conversion:

  	
   

  	
  Shall not be exchangeable
  or convertible into Debt of any person or any preferred stock or other
  Capital Stock of any person.

  
	
   

  	
   

  	
   

  
	
  Closing Date:

  	
   

  	
  On or prior to
  December 31, 2008.

  
	
   

  	
   

  	
   

  
	
  Use of Proceeds:

  	
   

  	
  To repay in part or in
  full (or in partial or complete satisfaction of any put, redemption or
  prepayment obligation in respect of) the 2003 Subordinated Debentures.

  



 

















 


Schedule 6.9


Standby Letters of Credit


October 24, 2008


 


	
  L/C No.

  	
   

  	
  Amount

  	
   

  	
  Issued By

  	
   

  	
  Beneficiary

  	
   

  	
  Matures

  	
   

  	
  Purpose

  	
   

  
	
  3040130 

  	
   

  	
  $

  	
  1,570,000.00

  	
   

  	
  Bank of America

  	
   

  	
  Lumbermens Mutual Casualty Company and American
  Motorists Insurance Company and American Manufacturers Mutual Insurance
  Company and American Protection Insurance Company and NATLSCO, Inc. and
  National Loss Control Service Corporation (KEMPER)

  One Kemper Drive

  Long Grove, IL
  60049-0001

  Attn: RMG
  Collections M-1

  	
   

  	
  August 19,

  2008

  	
   

  	
  Support of past
  insured workers’ compensation exposure for the states of AZ, ID, TN, TX, VA,
  FL, MD, KY from 2-1-96 to 4-1-03.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3040443 

  	
   

  	
  $

  	
  100,000.00

  	
   

  	
  Bank of America

  	
   

  	
  Lumbermen’s Underwriting Alliance

  2501 North
  Military Trail

  Boca Raton, FL
  33431

  	
   

  	
  October 

  24, 2008

  	
   

  	
  Support of past
  insured workers’ compensation exposure for the states of AZ, ID, TN, TX, VA,
  FL, MD, KY from 11-1-81 to 2-1-96.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3040444 

  	
   

  	
  $

  	
  1,008,000.00

  	
   

  	
  Bank of America

  	
   

  	
  Old Republic Insurance Co.

  c/o Old Republic
  Risk Management

  445 Moorland
  Road, Suite 300

  Brookfield, WI
  53005

  Attention: Chief
  Financial Officer

  	
   

  	
  October 

  24, 2008

  	
   

  	
  Support of Gibraltar AL, GL and workers’
  compensation claims in prior years where claims were fronted by Old Republic.
  Two open claims remain.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3040445 

  	
   

  	
  $

  	
  1,230,000.00

  	
   

  	
  Bank of America

  	
   

  	
  Georgia’s Self Insurers Guaranty Trust Fund

  P.O. Box
  7159

  Atlanta, GA
  30357

  	
   

  	
  October 

  24, 2008

  	
   

  	
  Support of self- insured workers’ compensation
  exposure in the state of GA since 1981.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3040446 

  	
   

  	
  $

  	
  2,416,235.00

  	
   

  	
  Bank of America

  	
   

  	
  Travelers Casualty and Surety Company of America and

  Travelers
  Casualty and Surety Company and Farmington

  Casualty Company
  and Travelers Casualty and Surety

  Company of
  Illinois and Travelers Casualty and Surety

  Company of
  Canada

  	
   

  	
  October 

  24, 2008

  	
   

  	
  Support of self-insured workers’ compensation surety
  bonds in OR and FL since 1976 in OR and 1978 in FL.

  	
   

  



 

















 


	
  L/C No.

  	
   

  	
  Amount

  	
   

  	
  Issued By

  	
   

  	
  Beneficiary

  	
   

  	
  Matures

  	
   

  	
  Purpose

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  One Tower Square, H. O. Bond, 15CZ (3PB)

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Hartford, CT 06183-9062

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Attention: A. Nowik

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3040932
  

  	
   

  	
  $

  	
  11,563,964.00

  	
   

  	
  Bank of America

  	
   

  	
  Self-Insurance Plans

  State of California

  2265 Watt Avenue, Suite 1

  Sacramento, CA 95825

  	
   

  	
  October 2, 2008

  	
   

  	
  Support
  of self- insured workers’ compensation exposure in the state of CA since
  1976.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3051853
  

  	
   

  	
  $

  	
  29,350,000.00

  	
   

  	
  Bank of America

  	
   

  	
  Westchester Fire Insurance Company

  ACE INA Insurance Company

  1601 Chestnut Street

  Philadelphia, PA 19103

  Attention: Collateral Manager

  	
   

  	
  October 9, 2008

  	
   

  	
  Support
  of surety bond exposure which includes financial guaranty, license, appellate,
  supply and workers’ compensation bonds. Majority of support is for Ft. Bliss.

  	
   

  
	
   

  
	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Mr. Merritt
  Willits

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  ACE Surety, TL 33B

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Two Liberty Place

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  1601 Chestnut Street

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Philadelphia, PA 19103

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3054529
  

  	
   

  	
  $

  	
  7,600,000.00

  	
   

  	
  Bank of America

  	
   

  	
  Self-Insurance
  Division

  Bureau of Workers Compensation

  1171 South Cameron Street

  Harrisburgh, PA 17104-2501

  Attn: George Knehr, Chief

  	
   

  	
  February 26, 2009

  	
   

  	
  Support
  of self- insured workers’ compensation exposure in the state of PA since
  1989.

  	
   

  



 

















 


	
  L/C No.

  	
   

  	
  Amount

  	
   

  	
  Issued By

  	
   

  	
  Beneficiary

  	
   

  	
  Matures

  	
   

  	
  Purpose

  
	
  3056166

  	
   

  	
  $

  	
  4,302,210.00

  	
   

  	
  Bank of America

  	
   

  	
  (Sixteen affiliates of AIG Risk Management - see
  L/C)

  P. O. Box 923

  	
   

  	
  March 31, 2009

  	
   

  	
  Support
  of “current” insured workers’ compensation exposure in the states of

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Wall Street Station

  	
   

  	
   

  	
   

  	
  AZ,
  ID, TN, VA, FL, MD, KY from 4-1-03 to current.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  New York, N.Y. 10268

  	
   

  	
   

  	
   

  	
  (Excludes
  TX which is included in prior LC’s)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Attn: Art Stillwell

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3058109

  	
   

  	
  $

  	
  950,000.00

  	
   

  	
  Bank of America

  	
   

  	
  Maryland Workers’ Compensation Commission

  Insurance Director

  	
   

  	
  August 18, 2008

  	
   

  	
  Support
  of self- insured workers’ compensation exposure in the state of MD

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  10 East Baltimore Street

  	
   

  	
   

  	
   

  	
  since
  1989.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Baltimore, MD 21202

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3059909

  	
   

  	
  $

  	
  4,000.00

  	
   

  	
  Bank of America

  	
   

  	
  Continental
  Casualty Company and/or CNA Claims Plus, Inc.

  	
   

  	
  October 31, 2008

  	
   

  	
  Support
  of insured AL, GL claims in prior years

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3092431

  	
   

  	
  $

  	
  3,017,440.00

  	
   

  	
  Bank of America

  	
   

  	
  Fidelity
  and Deposit Company of Maryland

  	
   

  	
  March 11, 2009

  	
   

  	
  Support
  of Ft. Sill surety requirement

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  3910 Keswick Road

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Baltimore, MA 21211

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3094413

  	
   

  	
  $

  	
  636,366.30

  	
   

  	
  Bank of America

  	
   

  	
  North
  Carolina Department of Insurance

  1201 Mail Service Center

  	
   

  	
  July 11, 2009

  	
   

  	
  Support
  of self- insured workers’ compensation exposure in the state of NC

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Raleigh, NC 27699-1201

  	
   

  	
   

  	
   

  	
  since
  2008.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  [$553,362.00
  + $83,004.30 = $636,366.30]

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  $

  	
  63,748,215.30

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


Schedule 6.9


Debt


As Of October 24, 2008


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Principal

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Maturity

  	
   

  	
  Amount

  	
   

  	
   

  
	
  Lender

  	
   

  	
  Description

  	
   

  	
  Date

  	
   

  	
  (000’s)

  	
   

  	
  Security

  
	
  Insurance
  Borrowings

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  The
  Prudential Insurance Company of America

  	
   

  	
  8.00% Split dollar life
  insurance policy loan

  	
   

  	
  N/A

  	
   

  	
  4,300

  	
   

  	
  Split-dollar life
  insurance policy

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  John
  Hancock Life Insurance Company

  	
   

  	
  5.75% Split dollar life
  insurance policy loan

  	
   

  	
  N/A

  	
   

  	
  6,500

  	
   

  	
  Split-dollar life
  insurance policy

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Midwestern
  United Life Insurance Company

  	
   

  	
  6.50% Split dollar life
  insurance policy loan

  	
   

  	
  N/A

  	
   

  	
  1,800

  	
   

  	
  Split-dollar life
  insurance policy

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Pacific
  Life

  	
   

  	
  3.5% Corporate owned
  life insurance policy loan

  	
   

  	
  N/A

  	
   

  	
  53,967

  	
   

  	
  Corporate-owned life
  insurance policies

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Mortgage(s)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ISIS
  Lending, LLC

  	
   

  	
  9.95% rate; 3 year term
  (amortized over 30 years with two 1-year options)

  	
   

  	
  9/1/2011

  	
   

  	
  27,234,892

  	
   

  	
  Fleetwood Homes of
  California, Inc. (#17)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  18 N. Pioneer Avenue,
  Woodland, CA 95776

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Fleetwood Motor Homes
  of California, Inc. 

  (#47-1, #47-2, #47-3)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  5300 Via Ricardo,
  Riverside, CA

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  5425 Wilson Street,
  Riverside, CA

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  2350 Fleetwood Drive,
  Riverside, CA

  



 
















 


Schedule 6.11


(Replacing Last Page of Existing Schedule 6.11
Only)


Fleetwood Enterprises


Real Estate Collateral


As of
Effectiveness of Ninth Amendment


 


$15MM RE Subfacility Collateral


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Appraised

  	
   

  
	
  Subsidiary

  	
   

  	
  State

  	
   

  	
  Plant #

  	
   

  	
  Address

  	
   

  	
  City

  	
   

  	
  State

  	
   

  	
  Value

  	
   

  
	
  1

  	
   

  	
  Fleetwood Homes of

  	
   

  	
  Idaho

  	
   

  	
  4

  	
   

  	
  2611 E. Comstock Ave

  	
   

  	
  Nampa

  	
   

  	
  ID

  	
   

  	
  3,900,000

  	
   

  
	
  2

  	
   

  	
  Fleetwood Homes of

  	
   

  	
  Virginia

  	
   

  	
  19-2

  	
   

  	
  90 Weaver Street

  	
   

  	
  Rocky Mount

  	
   

  	
  VA

  	
   

  	
  4,660,000

  	
   

  
	
  3

  	
   

  	
  Fleetwood Homes of

  	
   

  	
  Pennsylvania

  	
   

  	
  22-2

  	
   

  	
  60 Industrial Road

  	
   

  	
  Elizabethtown

  	
   

  	
  PA

  	
   

  	
  3,410,000

  	
   

  
	
  4

  	
   

  	
  Fleetwood Homes of

  	
   

  	
  Indiana

  	
   

  	
  55-1

  	
   

  	
  1119 Fuller Drive

  	
   

  	
  Garrett

  	
   

  	
  IN

  	
   

  	
  2,370,000

  	
   

  
	
  5

  	
   

  	
  Fleetwood Homes of

  	
   

  	
  Florida

  	
   

  	
  70

  	
   

  	
  700 S. Main Street

  	
   

  	
  Auburndale

  	
   

  	
  FL

  	
   

  	
  1,700,000

  	
   

  
	
  6

  	
   

  	
  Fleetwood Homes of

  	
   

  	
  Georgia

  	
   

  	
  75-2

  	
   

  	
  140 Business Blvd.

  	
   

  	
  Alma

  	
   

  	
  GA

  	
   

  	
  2,190,000

  	
   

  
	
  7

  	
   

  	
  Fleetwood Homes of

  	
   

  	
  Texas

  	
   

  	
  84

  	
   

  	
  1101 Foundation Dr.

  	
   

  	
  Waco

  	
   

  	
  TX

  	
   

  	
  1,800,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  20,030,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Requirement

  	
   

  	
   

  	
   

  	
  20,000,000

  	
   

  



 


Boot Collateral Post Amendment


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Appraised

  	
   

  
	
  Subsidiary

  	
   

  	
  State

  	
   

  	
  Plant #

  	
   

  	
  Address

  	
   

  	
  City

  	
   

  	
  State

  	
   

  	
  Value

  	
   

  
	
  1

  	
   

  	
  Fleetwood Homes of

  	
   

  	
  Georgia

  	
   

  	
  7

  	
   

  	
  1515 Kellogg Drive

  	
   

  	
  Douglas

  	
   

  	
  GA

  	
   

  	
  1,300,000

  	
   

  
	
  2

  	
   

  	
  Fleetwood Homes of

  	
   

  	
  Georgia

  	
   

  	
  34-2

  	
   

  	
  Fleetwood Ave

  	
   

  	
  Willacoochee

  	
   

  	
  GA

  	
   

  	
  1,850,000

  	
   

  
	
  3

  	
   

  	
  Gold Shield, Inc.

  	
   

  	
  Indiana

  	
   

  	
  43

  	
   

  	
  2004 Patterson Street

  	
   

  	
  Decatur

  	
   

  	
  IN

  	
   

  	
  1,760,000

  	
   

  
	
  4

  	
   

  	
  Gold Shield, Inc.

  	
   

  	
  Indiana

  	
   

  	
  43

  	
   

  	
  2709 Patterson Street

  	
   

  	
  Decatur

  	
   

  	
  IN

  	
   

  	
  1,250,000

  	
   

  
	
  5

  	
   

  	
  Fleetwood Motor Homes
  of

  	
   

  	
  Indiana

  	
   

  	
  44

  	
   

  	
  1031 US 224 E

  	
   

  	
  Decatur

  	
   

  	
  IN

  	
   

  	
  5,500,000

  	
   

  
	
  6

  	
   

  	
  Fleetwood Homes of

  	
   

  	
  Oregon

  	
   

  	
  48

  	
   

  	
  2655 Progress Way

  	
   

  	
  Woodburn

  	
   

  	
  OR

  	
   

  	
  4,880,000

  	
   

  
	
  7

  	
   

  	
  Fleetwood Homes of

  	
   

  	
  Georgia

  	
   

  	
  05-1/05-2

  	
   

  	
  147 Connector 206 NW

  	
   

  	
  Douglas

  	
   

  	
  GA

  	
   

  	
  1,710,000

  	
   

  
	
  8

  	
   

  	
  Fleetwood Homes of

  	
   

  	
  North Carolina

  	
   

  	
  41-1& 41-2

  	
   

  	
  349 E. Railroad Avenue

  	
   

  	
  Pembroke

  	
   

  	
  NC

  	
   

  	
  4,000,000

  	
   

  
	
  9

  	
   

  	
  Fleetwood Motor Homes
  of

  	
   

  	
  Pennsylvania

  	
   

  	
  71-2

  	
   

  	
  Rt 487 RFD

  	
   

  	
  Paxinos

  	
   

  	
  PA

  	
   

  	
  3,120,000

  	
   

  
	
  10

  	
   

  	
  Fleetwood Homes of

  	
   

  	
  Arizona

  	
   

  	
  21

  	
   

  	
  6112 N. 56th Avenue

  	
   

  	
  Glendale

  	
   

  	
  AZ

  	
   

  	
  11,450,000

  	
   

  
	
  11

  	
   

  	
  Fleetwood Homes of

  	
   

  	
  Texas

  	
   

  	
  12-3

  	
   

  	
  2901 E. Industrial Ave.

  	
   

  	
  Waco

  	
   

  	
  TX

  	
   

  	
  1,350,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  38,170,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Requirement

  	
   

  	
   

  	
   

  	
  37,000,000

  	
   

  



 

















 


Schedule 6.11


(Replacing Last Page of Existing Schedule 6.11
Only)


Fleetwood Enterprises


Real Estate Collateral


As of October 29, 2008 and Prior to the
Effectiveness of the Ninth Amendment


 


$15MM RE Subfacility Collateral


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  BA Appraised

  	
   

  
	
  Subsidiary

  	
   

  	
  State

  	
   

  	
  Plant #

  	
   

  	
  Address

  	
   

  	
  City

  	
   

  	
  State

  	
   

  	
  Value

  	
   

  
	
  1

  	
   

  	
  Fleetwood Homes of

  	
   

  	
  Idaho

  	
   

  	
  4

  	
   

  	
  2611 E. Comstock Ave

  	
   

  	
  Nampa

  	
   

  	
  ID

  	
   

  	
  3,900,000

  	
   

  
	
  2

  	
   

  	
  Fleetwood Homes of

  	
   

  	
  Virginia

  	
   

  	
  19-2

  	
   

  	
  90 Weaver Street

  	
   

  	
  Rocky Mount

  	
   

  	
  VA

  	
   

  	
  4,660,000

  	
   

  
	
  3

  	
   

  	
  Fleetwood Homes of

  	
   

  	
  Pennsylvania

  	
   

  	
  22-2

  	
   

  	
  60 Industrial Road

  	
   

  	
  Elizabethtown

  	
   

  	
  PA

  	
   

  	
  3,410,000

  	
   

  
	
  5

  	
   

  	
  Fleetwood Homes of

  	
   

  	
  Indiana

  	
   

  	
  55

  	
   

  	
  1119 Fuller Drive

  	
   

  	
  Garrett

  	
   

  	
  IN

  	
   

  	
  2,370,000

  	
   

  
	
  6

  	
   

  	
  Fleetwood Homes of

  	
   

  	
  Florida

  	
   

  	
  70

  	
   

  	
  700 S. Main Street

  	
   

  	
  Auburndale

  	
   

  	
  FL

  	
   

  	
  1,700,000

  	
   

  
	
  7

  	
   

  	
  Fleetwood Homes of

  	
   

  	
  Georgia

  	
   

  	
  75-2

  	
   

  	
  140 Business Blvd.

  	
   

  	
  Alma

  	
   

  	
  GA

  	
   

  	
  2,190,000

  	
   

  
	
  8

  	
   

  	
  Fleetwood Homes of

  	
   

  	
  Texas

  	
   

  	
  84

  	
   

  	
  1101 Foundation Dr.

  	
   

  	
  Waco

  	
   

  	
  TX

  	
   

  	
  1,800,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  20,030,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  at 75%

  	
   

  	
  15,022,500

  	
   

  



 


$22MM Term Loan Collateral


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  BA Appraised

  	
   

  
	
  Subsidiary

  	
   

  	
  State

  	
   

  	
  Plant #

  	
   

  	
  Address

  	
   

  	
  City

  	
   

  	
  State

  	
   

  	
  Value

  	
   

  
	
  1

  	
   

  	
  Fleetwood Homes of

  	
   

  	
  Georgia

  	
   

  	
  5

  	
   

  	
  147 Connector 206 NW

  	
   

  	
  Douglas

  	
   

  	
  GA

  	
   

  	
  1,710,000

  	
   

  
	
  2

  	
   

  	
  Fleetwood Homes of

  	
   

  	
  California

  	
   

  	
  8

  	
   

  	
  7007 Jurupa Ave

  	
   

  	
  Riverside

  	
   

  	
  CA

  	
   

  	
  5,400,000

  	
   

  
	
  3

  	
   

  	
  Fleetwood Homes of

  	
   

  	
  Texas

  	
   

  	
  12-1

  	
   

  	
  2801 Gholson Rd.

  	
   

  	
  Waco

  	
   

  	
  TX

  	
   

  	
  1,750,000

  	
   

  
	
  4

  	
   

  	
  Fleetwood Homes of

  	
   

  	
  Texas

  	
   

  	
  12-3

  	
   

  	
  2901 E. Industrial Ave.

  	
   

  	
  Waco

  	
   

  	
  TX

  	
   

  	
  1,350,000

  	
   

  
	
  4

  	
   

  	
  Fleetwood Homes of

  	
   

  	
  Tennessee

  	
   

  	
  27

  	
   

  	
  1500 Airport Rd

  	
   

  	
  Gallatin

  	
   

  	
  TN

  	
   

  	
  2,750,000

  	
   

  
	
  5

  	
   

  	
  Fleetwood Homes of

  	
   

  	
  North Carolina

  	
   

  	
  41

  	
   

  	
  349 E. Railroad Ave.

  	
   

  	
  Pembroke

  	
   

  	
  NC

  	
   

  	
  4,000,000

  	
   

  
	
  6

  	
   

  	
  Fleetwood Motor Homes
  of

  	
   

  	
  Pennsylvania

  	
   

  	
  71

  	
   

  	
  Rt 487 RFD

  	
   

  	
  Paxinos

  	
   

  	
  PA

  	
   

  	
  3,120,000

  	
   

  
	
  7

  	
   

  	
  Fleetwood Motor Homes
  of

  	
   

  	
  Pennsylvania

  	
   

  	
  71

  	
   

  	
  110 Industrial Park Rd

  	
   

  	
  Elysburg

  	
   

  	
  PA

  	
   

  	
  9,540,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  29,620,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  at 75%

  	
   

  	
  22,215,000

  	
   

  



 


Boot Collateral


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  BA Appraised

  	
   

  
	
  Subsidiary

  	
   

  	
  State

  	
   

  	
  Plant #

  	
   

  	
  Address

  	
   

  	
  City

  	
   

  	
  State

  	
   

  	
  Value

  	
   

  
	
  1

  	
   

  	
  Fleetwood Homes of

  	
   

  	
  Georgia

  	
   

  	
  7

  	
   

  	
  1515 Kellogg Drive

  	
   

  	
  Douglas

  	
   

  	
  GA

  	
   

  	
  1,300,000

  	
   

  
	
  2

  	
   

  	
  Fleetwood Homes of

  	
   

  	
  Arizona

  	
   

  	
  21

  	
   

  	
  6112 N. 56th Ave

  	
   

  	
  Glendale

  	
   

  	
  AZ

  	
   

  	
  11,450,000

  	
   

  
	
  3

  	
   

  	
  Fleetwood Homes of

  	
   

  	
  Georgia

  	
   

  	
  34-2

  	
   

  	
  Fleetwood Ave

  	
   

  	
  Willacoochee

  	
   

  	
  GA

  	
   

  	
  1,850,000

  	
   

  
	
  4

  	
   

  	
  Gold Shield of
  Indiana, Inc.

  	
   

  	
  Indiana

  	
   

  	
  43

  	
   

  	
  2004 Patterson Street

  	
   

  	
  Decatur

  	
   

  	
  IN

  	
   

  	
  1,760,000

  	
   

  
	
  5

  	
   

  	
  Gold Shield of
  Indiana, Inc.

  	
   

  	
  Indiana

  	
   

  	
  43

  	
   

  	
  2709 Patterson Street

  	
   

  	
  Decatur

  	
   

  	
  IN

  	
   

  	
  1,250,000

  	
   

  
	
  6

  	
   

  	
  Fleetwood Motor Homes
  of

  	
   

  	
  Indiana

  	
   

  	
  44

  	
   

  	
  1031 US 224 E

  	
   

  	
  Decatur

  	
   

  	
  IN

  	
   

  	
  5,500,000

  	
   

  
	
  7

  	
   

  	
  Fleetwood Homes of

  	
   

  	
  Oregon

  	
   

  	
  48

  	
   

  	
  2655 Progress Way

  	
   

  	
  Woodburn

  	
   

  	
  OR

  	
   

  	
  4,880,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  27,990,000