Exhibit 10.1


SECOND AMENDMENT TO


AMENDED AND RESTATED CREDIT
AGREEMENT


AND
CONSENT OF GUARANTORS


This SECOND AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT AND CONSENT OF AGENT AND LENDERS (this
“Amendment”) is dated as of November 29, 2004, and entered into by and
among FLEETWOOD ENTERPRISES, INC. (“Fleetwood”), FLEETWOOD HOLDINGS INC. (“Holdings”) and its
Subsidiaries listed on the signature pages hereof (collectively, “FMC”),
FLEETWOOD RETAIL CORP. (“Retail”)
and its Subsidiaries listed on the signature pages hereof (collectively, “FRC”),
the banks and other financial institutions signatory hereto that are parties as
Lenders to the Credit Agreement referred to below (the “Lenders”), and BANK OF AMERICA, N.A., as administrative agent and
collateral agent (in such capacity, the “Agent”) for the Lenders.


Recitals


Whereas, Fleetwood, the Borrowers, the Lenders, and the Agent
have entered into that certain Amended and Restated Credit Agreement dated as
of May 14, 2004, as amended by that certain First Amendment to Credit Agreement
and Consent of Guarantors dated as of June 4, 2004 (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, Fleetwood desires to provide one or more unsecured
guaranties of certain obligations of FVC, Inc. (“FVC”) owing to Persons that have acquired a
franchise as further set forth in any Franchise Agreement (as defined in the
Credit Agreement, as amended hereby) (the “Franchisee Guaranty”);


Whereas, Fleetwood desires to provide an
unsecured guaranty of certain obligations of FVC owing to Resort Condominiums
International, LLC (“RCI”) in respect of payment for fees
rendered (the “RCI Guaranty”); subject to a cap of $1,000,000;


Whereas, Fleetwood desires to provide an unsecured guaranty of
certain obligations of FRC owing to the landlord under that certain lease,
dated on or about the date hereof, by and between FRC and Caroline
Partners, Ltd. (the “Texas Landlord
Guaranty”);
subject to a cap of $2,500,000;


Whereas, the Borrowers have requested of the Majority Lenders
and the Agent certain amendments to the Credit Agreement in respect of the
Franchise Guaranty, the RCI Guaranty and the Texas Landlord Guaranty
(collectively, the “Proposed Guaranties”);


Whereas, Fleetwood intends to create and designate a new
Excluded Subsidiary: FV Management, Inc. (“FV Management”);


 


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Whereas, Fleetwood intends to create a new Subsidiary:
Fleetwood Housing International, Inc. (“Fleetwood Housing International,
Inc.”);


Whereas, Fleetwood intends to create a new Subsidiary:
Fleetwood Retail Corp. of Michigan (“Fleetwood Retail Corp. of Michigan”
and, together with FV Management and Fleetwood Retail Corp. of Michigan, the “New
Subsidiaries”);


Whereas, the Credit Agreement provides that “[w]ithout the
prior written consent of the Agent and Majority Lenders, Fleetwood shall not,
directly or indirectly, organize, create, acquire or permit to exist any
Subsidiary other (i) than those listed on Schedule 6.5, as the same
may be amended from time to time with the consent of the Agent (not to be
unreasonably withheld) and (ii) Inactive Subsidiaries;”


Whereas, the Credit Agreement provides that “[i]f Fleetwood
forms any new Subsidiary that is not an Excluded Subsidiary or if any Inactive
Subsidiary becomes an active Subsidiary which owns assets in excess of $250,000
or has revenues in excess of $1,000,000 in any Fiscal Year, the Borrowers shall
cause such Subsidiary to either become an FMC Borrower or FRC Borrower
hereunder by delivering a counterpart to this Agreement and to each other Loan
Document to which an FMC Borrower or an FRC Borrower, as the case may be, is a
party or become a Guarantor by delivering a counterpart to the Subsidiary
Guaranty and to each other Loan Document to which a Guarantor which is a
Subsidiary is a party, together with such evidences of authority, opinions and
other documents and instruments as the Agent may reasonably request; provided
that no such Subsidiary may become an FRC Borrower or an FMC Borrower without
the prior written consent of the Required Lenders;”


Whereas, Fleetwood has requested of the Agent certain consents
and approvals under the Credit Agreement with respect to the formation of the
new subsidiaries;


Whereas, the Majority Lenders have
given their express written consent to the Agent to grant the consents and approvals referred to
herein, subject to the terms and conditions hereof;


Whereas, the Agent and the Majority Lenders are willing to
give the consents and approvals requested by the Loan Parties, on the terms and
conditions set forth in this Consent; and


Whereas, the Agent has the authority to sign for and on
behalf of the Majority Lenders;


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.     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:


 


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1.1   Amendments to Section 7.12 of the Credit Agreement.


(a)           The word “and” is hereby deleted from
after the semicolon appearing at the end of clause (h) thereof.


(b)           Clause (i) thereof is hereby renumbered
clause (l).


(c)           The following clauses (i) through (k)
are hereby inserted after clause (h) thereof and prior to clause (l) thereof:


“(i)
Fleetwood’s unsecured guaranty of the Franchisee Obligations pursuant to one or
more Franchisee Guaranties, provided that
Fleetwood shall give notice of any claim upon any such guaranty if the amount
of any such past or present claim or claims, in the aggregate, exceeds
$5,000,000; (j) Fleetwood’s unsecured guaranty of up to $1,000,000 of the RCI
Obligations, provided that
Fleetwood shall give notice of any claim by RCI upon such guaranty; (k)
Fleetwood’s unsecured guaranty of up to $2,500,000 of the Texas Landlord
Obligations; and “.


1.2   Amendment to Section 7.20 of the Credit Agreement.  Section 7.20 is deleted and replaced with the
following language:


“7.20  New
Subsidiaries.  Without the prior
written consent of the Agent, Fleetwood shall not, directly or indirectly,
organize, create, acquire or permit to exist any subsidiary other (i) than
those listed on Schedule 6.5, as the same may be amended from time to time with
the consent of the Agent (not to be unreasonably withheld) and (ii) Inactive
Subsidiaries.”


1.3   Addition to Annex A to Credit Agreement (Definitions).  The following definitions are added to Annex
A of the Credit Agreement in the appropriate alphabetical order:


“Franchisee” means any Person that shall have
acquired a franchise to operate one or more franchises
entitling such Person to sell memberships to the public in the “Fleetwood Vacation Club” as further
set forth in any Franchise Agreement.


“Franchise
Agreement” means
any agreement between FVC and any Franchisee pursuant to which such Franchisee
shall have acquired a franchise to operate one or more franchises
entitling such Person to sell vacation club memberships to the public as further set forth in any
such Franchise Agreement.; provided that the Franchise Agreement and other
documents executed by FVC in connection therewith are reasonably satisfactory
in form and substance to the Agent (it being understood that should Agent grant
its consent to a form of Franchise Agreement, such agreement may, thereafter,
be utilized by FVC with respect to entering into additional Franchisee
Agreements until the occurrence and during the continuation of any Event of
Default).


 “Franchisee Guaranty” means any unsecured guaranty of any
Franchise Obligations granted by Fleetwood to any Franchisee; provided that the documents executed by Fleetwood
in connection with such Franchisee Guaranty are reasonably


 


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satisfactory in form and
substance to the Agent (it being understood that should Agent grant its consent
to a form of Franchisee Guaranty, such form may, thereafter, be utilized by
Fleetwood with respect to entering into additional Franchisee Guaranties until
the occurrence and during the continuation of any Event of Default).


“Franchisee
Obligations” means any obligations owing by FVC to any Franchisee in
connection with any Franchise Agreement.


“FVC” means FVC, Inc.


“RCI Obligations”
means any obligations of FVC owing to Resort Condominiums International, LLC,
or its affiliates in respect of payment for services rendered by Resort
Condominiums International, LLC or its affiliates, to FVC or its affiliates.


“Texas Landlord
Obligations” means the Obligations of FRC under that certain lease dated on or
about the date hereof, by and between FRC and Caroline Partners, Ltd.


2.     CONSENTS.


2.1   Consent to the Creation of
New Subsidiaries. By the execution of this Consent the Agent
hereby consents to: (i) Fleetwood’s creation of each New Subsidiary; and (ii)
the inclusion of each New Subsidiary on Schedule 6.5, which such
Schedule, together with Schedule 6.7, shall be deemed amended and
restated in the forms attached hereto as Schedules 6.5 and Schedule
6.7 (which such Schedules shall designate FV Management as an Excluded
Subsidiary); provided that the
foregoing consent is expressly subject to Section 6 hereof and further
conditioned upon FV Management: (a) not engaging in any business activities or
having any properties or liabilities other than routine administrative matters
and incurring trade payables and general and administrative expenses in the
ordinary course, (b) not incurring any Debt other than as permitted under the
foregoing clause (a), (c) not receiving the benefit of any Guaranties granted
by any Loan Party and (d) not receiving any Distributions or the proceeds of
any Restricted Investments from any Loan Party, in each case, until such time
as the Loan Parties receive the further written consent of the Agent (not to be
unreasonably withheld) and, if any such action requires the written consent of
the Majority Lenders pursuant to the terms of the Credit Agreement, the written
consent of the Majority Lenders.


3.     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:


3.1   Power and Authority.  Each of the Loan Parties has all corporate
power and authority to enter into this Amendment and, as applicable, the
Consent of Guarantors attached hereto (the “Consent”), and to carry out
the transactions contemplated by, and to perform its obligations under or in
respect of, the Credit Agreement.


 


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3.2   Corporate Action.  The execution and delivery of this Amendment
and the Consent and the performance of the obligations of each Loan Party under
or in respect of the Credit Agreement as amended hereby have been duly
authorized by all necessary corporate action on the part of each of the Loan
Parties.


3.3   No Conflict or Violation
or Required Consent or Approval. 
The execution and delivery of this Amendment and the Consent and the
performance of the obligations of each Credit Party under or in respect of the
Credit Agreement as amended hereby do not and will not conflict with or violate
(a) any provision of the governing documents of any Loan Party or any of its
Subsidiaries, (b) any Requirement of Law, (c) any order, judgment or
decree of any court or other governmental agency binding on any Loan Party or
any of its Subsidiaries, or (d) any indenture, agreement or instrument to which
any Loan Party or any of its Subsidiaries is a party or by which any Loan Party
or any of its Subsidiaries, or any property of any of them, is bound, and do
not and will not require any consent or approval of any Person.


3.4   Execution, Delivery and
Enforceability.  This
Amendment and the Consent have been duly executed and delivered by each Loan
Party which is a party thereto and are the legal, valid and binding obligations
of such Loan Party, enforceable in accordance with their terms, except as
enforceability may be affected by applicable bankruptcy, insolvency, and
similar proceedings affecting the rights of creditors generally, and general
principles of equity.  The Agent’s Liens
in the Collateral continue to be valid, binding and enforceable first priority
Liens which secure the Obligations.


3.5   No Default or Event of
Default.  No event has
occurred and is continuing or will result from the execution and delivery of
this Amendment or the Consent that would constitute a Default or an Event of
Default.


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


3.7   Representations and
Warranties.  Each of the
representations and warranties contained in the Loan Documents is and will be
true and correct in all material respects on and as of the date hereof and as
of the effective date of this Amendment, except to the extent that such
representations and warranties specifically relate to an earlier date, in which
case they were true, correct and complete in all material respects as of such
earlier date.


4.     CONDITIONS TO
EFFECTIVENESS OF THIS AMENDMENT.  This
Amendment, 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:


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


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


 


 


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4.3   Compliance
with Obligations.  The
Loan Parties shall have complied with each of their obligations under Section
7.28(a) in respect of each New Subsidiary.


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


6.     EFFECT OF AMENDMENT;
RATIFICATION.  This Amendment
is a Loan Document.  From and after the
date on which this Amendment becomes effective, all references in the Loan
Documents to the Credit Agreement shall mean the Credit Agreement as amended
hereby.  Except as expressly amended
hereby or waived herein, the Credit Agreement and the other Loan Documents,
including the Liens granted thereunder, shall remain in full force and effect,
and all terms and provisions thereof are hereby ratified and confirmed. For the
avoidance of doubt, the amendments effected hereby and consents granted herein
shall not permit FVC to engage in any activities other than those expressly previously
consented to by the Majority Lenders and the Agent, until such time as the Loan
Parties receive the further written consent of the Agent (not to be
unreasonably withheld) and, if any such action requires the written consent of
the Majority Lenders pursuant to the terms of the Credit Agreement, the written
consent of the Majority Lenders.


7.     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.


8.     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.


9.     NO WAIVER.  The execution, delivery and
effectiveness of this Consent 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, including, without limitation, Section
7.10 (Distributions; Capital Change; Restricted Investments), Section
7.12 (Guaranties), Section 7.13 (Debt) of the Credit Agreement, and Section
7.15 (Transactions with Affiliates).


10.   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.


11.   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


 


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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;
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IN WITNESS WHEREOF, each of the undersigned has duly executed this Second
Amendment to Amended and Restated Credit Agreement as of the date set forth
above.


 


	
  FMC BORROWERS

  	
  FLEETWOOD HOLDINGS INC.

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD HOMES OF ARIZONA, INC.

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD HOMES OF CALIFORNIA, INC.

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD HOMES OF FLORIDA, INC.

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD HOMES OF GEORGIA, INC.

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD HOMES OF IDAHO, INC.

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD HOMES OF INDIANA, INC.

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD HOMES OF KENTUCKY, INC.

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD HOMES OF NORTH CAROLINA, INC.

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD HOMES OF OREGON, INC.

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD HOMES OF PENNSYLVANIA, INC.

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD HOMES OF TENNESSEE, INC.

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD HOMES OF TEXAS, L.P.

  
	
   

  	
  By: FLEETWOOD GENERAL
  PARTNER OF TEXAS, INC., its General Partner

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD HOMES OF VIRGINIA, INC.

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD HOMES OF WASHINGTON, INC. 

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD MOTOR HOMES OF CALIFORNIA, INC.

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD MOTOR HOMES OF INDIANA, INC.

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD MOTOR HOMES OF PENNSYLVANIA, INC.

  



 


 


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  FLEETWOOD TRAVEL TRAILERS OF CALIFORNIA, INC.

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD TRAVEL TRAILERS OF INDIANA, INC.

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD TRAVEL TRAILERS OF KENTUCKY, INC.

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD TRAVEL TRAILERS OF MARYLAND, INC.

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD TRAVEL TRAILERS OF OHIO, INC.

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD TRAVEL TRAILERS OF OREGON, INC.

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD TRAVEL TRAILERS OF TEXAS, INC.

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD FOLDING TRAILERS, INC.

  
	
   

  	
   

  
	
   

  	
  GOLD SHIELD, INC.

  
	
   

  	
   

  
	
   

  	
  GOLD SHIELD OF INDIANA, INC.

  
	
   

  	
   

  
	
   

  	
  HAUSER LAKE LUMBER OPERATION, INC.

  
	
   

  	
   

  
	
   

  	
  CONTINENTAL LUMBER PRODUCTS, INC.

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD GENERAL PARTNER OF TEXAS, INC.

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD HOMES INVESTMENT, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Boyd R. Plowman

  
	
   

  	
  Name:

  	
  Boyd R. Plowman

  
	
   

  	
  Title:

  	
  Executive Vice President and

  Chief Financial Officer

  



 


 


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  FRC BORROWERS

  	
  FLEETWOOD RETAIL CORP.

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD RETAIL CORP. OF CALIFORNIA

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD RETAIL CORP. OF IDAHO

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD RETAIL CORP. OF KENTUCKY

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD RETAIL CORP. OF MISSISSIPPI

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD RETAIL CORP. OF NORTH CAROLINA

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD RETAIL CORP. OF OREGON

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD RETAIL CORP. OF VIRGINIA

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Boyd R. Plowman

  
	
   

  	
  Name:

  	
  Boyd R. Plowman

  
	
   

  	
  Title:

  	
  Executive Vice President and

  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  GUARANTOR

  	
  FLEETWOOD ENTERPRISES, INC., as the Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Boyd R. Plowman

  
	
   

  	
  Name:

  	
  Boyd
  R. Plowman

  
	
   

  	
  Title:

  	
  Executive
  Vice President and Chief Financial Officer

  



 


 


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


 


	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John McNamara

  
	
   

  	
  Name:

  	
  John McNamara

  
	
   

  	
  Title:

  	
  Vice President

  



 


 


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  GENERAL ELECTRIC CAPITAL CORPORATION, as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Keith Alexander

  
	
   

  	
  Name:

  	
  Keith Alexander

  
	
   

  	
  Title:

  	
  Vice President

  



 


 


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  WELLS FARGO FOOTHILL, INC., fka FOOTHILL CAPITAL
  CORPORATION, as
  a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael P. Baranowski

  
	
   

  	
  Name:

  	
  Michael P. Baranowski

  
	
   

  	
  Title:

  	
  Vice President

  



 


 


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  THE CIT GROUP/BUSINESS CREDIT, INC., as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas H. Hopkins

  
	
   

  	
  Name:

  	
  Thomas H. Hopkins

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  



 


 


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CONSENT
OF GUARANTORS


Each of the undersigned is a Guarantor of the
Obligations of the FMC Borrowers and/or FRC Borrowers under the Credit
Agreement and hereby (a) consents to the foregoing Amendment,
(b) acknowledges that notwithstanding the execution and delivery of the
foregoing Amendment, the obligations of each of the undersigned Guarantors are
not impaired or affected and the Guaranties continue in full force and effect,
and (c) ratifies its Guaranty and each of the Loan Documents to which it
is a party.


IN WITNESS WHEREOF, each of the undersigned has
executed and delivered this CONSENT OF GUARANTORS as of the 29 day of November,
2004. 


	
  FMC BORROWERS

  	
  FLEETWOOD HOLDINGS INC.

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD HOMES OF ARIZONA, INC.

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD HOMES OF CALIFORNIA, INC.

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD HOMES OF FLORIDA, INC.

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD HOMES OF GEORGIA, INC.

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD HOMES OF IDAHO, INC.

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD HOMES OF INDIANA, INC.

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD HOMES OF KENTUCKY, INC.

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD HOMES OF NORTH CAROLINA, INC.

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD HOMES OF OREGON, INC.

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD HOMES OF PENNSYLVANIA, INC.

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD HOMES OF TENNESSEE, INC.

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD HOMES OF TEXAS, L.P.

  
	
   

  	
  By:

  	
  FLEETWOOD GENERAL PARTNER

  
	
   

  	
  OF TEXAS, INC., its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD HOMES OF VIRGINIA, INC.

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD HOMES OF WASHINGTON,

  



 


 


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  INC.

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD MOTOR HOMES OF CALIFORNIA, INC.

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD MOTOR HOMES OF INDIANA, INC.

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD MOTOR HOMES OF PENNSYLVANIA, INC.

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD TRAVEL TRAILERS OF CALIFORNIA, INC.

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD TRAVEL TRAILERS OF INDIANA, INC.

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD TRAVEL TRAILERS OF KENTUCKY, INC.

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD TRAVEL TRAILERS OF MARYLAND, INC.

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD TRAVEL TRAILERS OF OHIO, INC.

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD TRAVEL TRAILERS OF OREGON, INC.

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD TRAVEL TRAILERS OF TEXAS, INC.

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD FOLDING TRAILERS, INC.

  
	
   

  	
   

  
	
   

  	
  GOLD SHIELD, INC.

  
	
   

  	
   

  
	
   

  	
  GOLD SHIELD OF INDIANA, INC.

  
	
   

  	
   

  
	
   

  	
  HAUSER LAKE LUMBER OPERATION, INC.

  
	
   

  	
   

  
	
   

  	
  CONTINENTAL LUMBER PRODUCTS, INC.

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD GENERAL PARTNER OF TEXAS, INC.

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD HOMES INVESTMENT, INC.

  



 


 


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  By:

  	
  /s/ Boyd R. Plowman

  
	
   

  	
  Name:

  	
  Boyd R. Plowman

  
	
   

  	
  Title:

  	
  Executive Vice President and

  Chief Financial Officer

  



 


 


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  FRC BORROWERS

  	
  FLEETWOOD RETAIL CORP.

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD RETAIL CORP. OF CALIFORNIA

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD RETAIL CORP. OF IDAHO

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD RETAIL CORP. OF KENTUCKY

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD RETAIL CORP. OF MISSISSIPPI

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD RETAIL CORP. OF NORTH CAROLINA

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD RETAIL CORP. OF OREGON

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD RETAIL CORP. OF VIRGINIA

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Boyd R. Plowman

  
	
   

  	
  Name:

  	
  Boyd R. Plowman

  
	
   

  	
  Title:

  	
  Executive Vice President and Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  OTHER GUARANTORS

  	
   

  	
  FLEETWOOD ENTERPRISES, INC.

  
	
   

  	
   

  	
  FLEETWOOD CANADA LTD.

  
	
   

  	
   

  	
  FLEETWOOD INTERNATIONAL INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Boyd R. Plowman

  
	
   

  	
  Name:

  	
  Boyd R. Plowman

  
	
   

  	
  Title:

  	
  Executive Vice President and

  Chief Financial Officer

  



 


 


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