Exhibit 10.1


 


EIGHTH AMENDMENT TO


THIRD
AMENDED AND RESTATED CREDIT AGREEMENT


AND
CONSENT OF GUARANTORS


 


This EIGHTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT AND
CONSENT OF GUARANTORS (this “Amendment”) is dated as of October 21,
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, and that
certain Seventh Amendment to Third Amended and Restated Credit Agreement and
Consent of Guarantors dated as of August 6, 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). 
The definitions of “Minimum Liquidity
Event” in Annex A of the Credit Agreement are amended to read as
follows:


 


“Minimum Liquidity Event” means, (1) as of any calculation
date, either (a) Fleetwood, on a consolidated basis, has Fleetwood
Liquidity of $50,000,000 or less for the calendar month immediately preceding
such calculation date or (b) other than as to any date of calculation from
September 21, 2008 through October 31, 2008, inclusive, for
the calendar month immediately preceding such
calculation date, the average daily Availability during such calendar
month was $20,000,000 or less 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


 


2.     ACKNOWLEDGEMENTS AND AGREEMENTS. 
For the avoidance of doubt, the Loan Parties, the Agent and
the Majority Lenders acknowledge and agree that, (a) upon satisfaction of
the condition precedent set forth in Section 5.3 below and as of
the Effective Time,  the Term Loans shall
have been prepaid in full and no portion of any
Lender’s Term Loan shall be 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) after the Effective time,
in accordance with the definition of “Term Lenders,” there shall no longer be
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 shall 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 shall
continue to constitute Term Loan Collateral immediately after the Effective
Time, subject to Agent’s Liens, for all purposes under the Credit Agreement until
such time, if any, as the Majority Revolving Lenders agree (with Fleetwood and
the Borrower and the Agent) that any one or more items of such Term Loan
Collateral shall be released.


 


3.     WAIVERS.  Notwithstanding the provisions of Section 3.4(a) if
the Credit Agreement, the Majority Lenders agree that Borrowers may prepay the
principal of the Term Loan in whole on the Effective Date, without any
requirement of advance notice thereof, but otherwise in accordance with Section 3.4(a) and
without prejudice to any requirement to pay any accrued interest to such date
of prepayment, any fees, any penalties or any other amounts due and payable in
connection with such prepayment, including, without limitation, to the extent
required by Section 4.4 of the Credit Agreement.


 


2

















 


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.


 


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 (including, without limitation,
with respect to the prepayment of the Term Loans as set forth in Section 5.3
below) 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.


 


3

















 


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 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).


 


5.3   .
Prepayment of Term Loan.  The Borrowers shall have prepaid
the Term Loan in whole in accordance with Section 3.4(a) of the
Credit Agreement (subject to the waiver provisions set forth above), together
with all accrued but unpaid interest on the Term Loan to the date of such
prepayment.


 


6.     EFFECTIVE TIME.  This
Amendment shall become effective (the “Effective Time”) on the date and
time 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 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.


 


4

















 


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]


 


5

















 


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.

  



 


Eighth 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

  
	
   

  	
   

  	
   

  
	
  GUARANTOR

  	
   

  	
  FLEETWOOD ENTERPRISES, INC.,
  as the 

  Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Andrew M. Griffiths

  
	
   

  	
   

  	
  Name:

  	
  Andrew M. Griffiths

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer

  



 


S-2

















 


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


 


 


	
   

  	
   

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

  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Todd Eggertsen

  
	
   

  	
   

  	
  Name:

  	
  Todd Eggertsen

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 


S-3

















 


	
   

  	
   

  	
  WELLS FARGO FOOTHILL, INC., fka 

  FOOTHILL CAPITAL CORPORATION, as 

  a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Juan Barrera

  
	
   

  	
   

  	
  Name:

  	
  Juan Barrera

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 


S-4

















 


	
   

  	
   

  	
  TEXTRON FINANCIAL CORPORATION, 

  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


S-5

















 


	
   

  	
   

  	
  PNC BANK, NATIONAL ASSOCIATION, as 

  a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


S-6

















 


	
   

  	
   

  	
  WACHOVIA CAPITAL FINANCE 

  CORPORATION (WESTERN),
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


S-7

















 


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 21st 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

  



 


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