Exhibit 10.5


 


FOURTH AMENDMENT TO


THIRD
AMENDED AND RESTATED CREDIT AGREEMENT


AND
CONSENT OF GUARANTORS


 


This FOURTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT AND
CONSENT OF GUARANTORS (this “Amendment”) is dated as of March 5,
2008, and entered into by and among FLEETWOOD
ENTERPRISES, INC.  (“Fleetwood”),
FLEETWOOD HOLDINGS INC. 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 “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 Amended and Restated Credit Agreement and Consent of Guarantors
dated as of September 18, 2007, and that certain Third Amended and
Restated Credit Agreement and Consent of Guarantors dated as of January 16,
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 an amendment to the Credit Agreement to replace
the minimum EBITDA covenant set forth in Section 7.24 of the Credit
Agreement with a fixed charge coverage ratio; and


 


Whereas,
the Majority Lenders and the Agent are willing to agree to the amendment
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.     AMENDMENTS TO CREDIT
AGREEMENT.  Subject to the
conditions and upon the terms set forth in this Amendment and in reliance on
the representations and warranties of Fleetwood and the Borrowers set forth in
this Amendment, the Credit Agreement is hereby amended as follows:


 

















 


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


 


7.24         Fixed Charge Coverage Ratio.  If a Minimum Liquidity Event shall occur and
be continuing, Fleetwood shall not have permitted the Fixed Charge Coverage
Ratio for the four quarter period ending as of the last day of any Fiscal
Quarter (for which an annual or quarterly compliance certificate has been
delivered pursuant to Section 5.2(e)), beginning with the Fiscal Quarter
ending in January, 2008, to be less than the correlative ratio indicated below
opposite each such period:


 


	
  Fiscal Quarter

  	
   

  	
  Fixed Charge Coverage Ratio

  	
   

  
	
  Four
  quarter period through Fiscal Quarter ending in January 2008

  	
   

  	
  0.15:1.0

  	
   

  
	
  Four
  quarter period through Fiscal Quarter ending in April 2008

  	
   

  	
  0.15:1.0

  	
   

  
	
  Four
  quarter period through Fiscal Quarter ending in July 2008

  	
   

  	
  0.15:1.0

  	
   

  
	
  Four
  quarter period through Fiscal Quarter ending in October 2008

  	
   

  	
  0.15:1.0

  	
   

  
	
  Four
  quarter period through Fiscal Quarter ending in January 2009

  	
   

  	
  0.45:1.0

  	
   

  
	
  Four
  quarter period through Fiscal Quarter ending in April 2009

  	
   

  	
  0.75:1.0

  	
   

  
	
  Four
  quarter period through Fiscal Quarter ending in July 2009 and each
  Fiscal Quarter ending in July, October, January and April thereafter

  	
   

  	
  1.1:1.0

  	
   

  



 


1.2           Amendment to Section 7.28.  Section 7.28 shall
be amended by adding a new subsection (d) and a new subsection (e) to
read as follows:


 


“(d)         On or before May 1, 2008,
Borrowers shall deliver to the Agent a revised Schedule 6.11 to the Credit
Agreement designating additional parcel(s) of Real Property owned by a
Borrower with a fair market value of at least $2,990,000 as Mortgaged Property
and “boot collateral” (as designated on such Schedule 6.11) and thereby
increase the aggregate value of all “boot collateral” to at least $27,990,000,
such parcel(s) and the value thereof to be satisfactory to the Agent (and
if required by the Agent, Borrowers shall have delivered a recent appraisal for
each such parcel in form and substance and by an appraiser satisfactory to the
Agent) and 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 to the
extent necessary under applicable law, in the reasonable judgment of the Agent,
to create a valid, enforceable and first priority Lien thereon in proper form
for recording in all appropriate places in all applicable jurisdictions, (B) title
policies (or endorsements to the existing title policies for the benefit of the
Agent) 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 


 


2

















 


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.  Such additional
parcels shall not constitute Term Loan Collateral or Real Estate Subfacility
Assets, but shall be additional Collateral for the Obligations.


 


(e)           Subject to Section 2.8 and Section 7.28(d),
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 May 1, 2008.


 


1.3           Amendment to Schedule
6.11.  Schedule 6.11 shall be
amended, with respect to Mortgaged Properties, as set forth on Schedule 6.11
attached hereto, with such changes as shall be approved by the Agent pursuant
to Section 7.28 hereof.  Except as
amended hereby, the existing Schedule 6.11 shall remain in full force and
effect.


 


2.     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 Lender and the Agent that the following statements are true,
correct and complete:


 


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


 


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


 


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


 


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


 


3

















 


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


 


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


 


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


 


3.     CONDITIONS TO
EFFECTIVENESS OF THIS AMENDMENT.  This
Amendment, and the consents and approvals contained herein, shall be effective
only if and when signed by, and when counterparts hereof shall have been
delivered to the Agent (by hand delivery, mail or telecopy) by, Fleetwood, the
Borrowers and each Lender and only if and when each of the following conditions
is satisfied:


 


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


 


3.2   No Default or Event of
Default; Accuracy of Representations and Warranties.  No Default or Event of Default shall exist
and each of the representations and warranties made by the Loan Parties herein
and in or pursuant to the Loan Documents shall be true and correct in all
material respects as if made on and as of the date on which this Amendment
becomes effective (except that any such representation or warranty that is
expressly stated as being made only as of a specified earlier date shall be
true and correct as of such earlier date), and the Borrowers shall have
delivered to the Agent a certificate confirming such matters.


 


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


 


3.4   Closing Fee.  Fleetwood shall have paid to the Agent,
for the pro rata account of all Lenders that have executed this Amendment on or
before 4:00 pm Pacific Time on March 5th, 2008, 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.


 


4.     EFFECTIVE DATE.  This
Amendment shall become effective (the “Effective Date”) on the date of
the satisfaction of the conditions set forth in Section 3.


 


5.     EFFECT OF AMENDMENT;
RATIFICATION.  This Amendment
is a Loan Document.  From and after the
date on which this Amendment becomes effective, all references in the Loan
Documents to the Credit Agreement shall mean the Credit Agreement as amended
hereby.  Except as expressly amended
hereby or waived herein, the Credit Agreement and the other Loan Documents,
including the Liens granted thereunder, shall remain in full force and effect,
and all terms and provisions thereof are hereby ratified and confirmed.


 


4

















 


6.     Each of Fleetwood and the Borrowers
confirms that as amended hereby, each of the Loan Documents is in full force
and effect, and that none of the Credit Parties has any defenses, setoffs or
counterclaims to its Obligations.


 


7.     APPLICABLE LAW.  THE VALIDITY, INTERPRETATIONS AND
ENFORCEMENT OF THIS AMENDMENT AND ANY DISPUTE ARISING OUT OF OR IN CONNECTION
WITH THIS AMENDMENT, WHETHER SOUNDING IN CONTRACT, TORT, EQUITY OR OTHERWISE,
SHALL BE GOVERNED BY THE INTERNAL LAWS AND DECISIONS OF THE STATE OF
CALIFORNIA; PROVIDED THAT THE AGENT AND THE LENDERS SHALL RETAIN ALL RIGHTS
ARISING UNDER FEDERAL LAW.


 


8.     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.


 


9.     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.


 


10.   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.

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD
  MOTOR HOMES OF 

  



 


S-1

















 


	
   

  	
  PENNSYLVANIA,
  INC.

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD
  TRAVEL TRAILERS OF

  CALIFORNIA, INC.

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD
  TRAVEL TRAILERS OF

  INDIANA, INC.

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD
  TRAVEL TRAILERS OF

  KENTUCKY, INC.

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD
  TRAVEL TRAILERS OF

  MARYLAND, INC.

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD
  TRAVEL TRAILERS OF

  OHIO, INC.

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD
  TRAVEL TRAILERS OF

  OREGON, INC.

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD
  TRAVEL TRAILERS OF

  TEXAS, INC.

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD
  FOLDING TRAILERS, INC.

  
	
   

  	
   

  
	
   

  	
  GOLD
  SHIELD, INC.

  
	
   

  	
   

  
	
   

  	
  GOLD
  SHIELD OF INDIANA, INC.

  
	
   

  	
   

  
	
   

  	
  HAUSER
  LAKE LUMBER OPERATION,

  INC.

  
	
   

  	
   

  
	
   

  	
  CONTINENTAL
  LUMBER PRODUCTS,

  INC.

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD
  GENERAL PARTNER OF

  TEXAS, INC.

  
	
   

  	
   

  
	
   

  	
  FLEETWOOD
  HOMES INVESTMENT, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Boyd R.
  Bowman

  
	
   

  	
  Name: 

  	
  Boyd R. Plowman

  
	
   

  	
  Title: 

  	
  Executive Vice
  President and Chief

  Financial Officer

  



 


S-2

















 


	
  GUARANTOR

  	
  FLEETWOOD
  ENTERPRISES, INC., as the Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Boyd R.
  Bowman

  
	
   

  	
  Name:

  	
  Boyd R. Plowman

  
	
   

  	
  Title: 

  	
  Executive Vice
  President and 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 and

  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Todd
  Eggertsen

  
	
   

  	
  Name:

  	
  Todd Eggertsen

  
	
   

  	
  Title:

  	
  Vice President

  



 


S-4

















 


	
   

  	
  WELLS FARGO FOOTHILL, INC., fka

  FOOTHILL CAPITAL CORPORATION, as

  a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Juan
  Barrera

  
	
   

  	
  Name:

  	
  Juan Barrera

  
	
   

  	
  Title:

  	
  Vice President

  



 


S-5

















 


	
   

  	
  THE
  CIT GROUP/BUSINESS CREDIT,

  INC., as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Jang
  Kim

  
	
   

  	
  Name:

  	
  Jang Kim

  
	
   

  	
  Title:

  	
  Vice President

  



 


S-6

















 


	
   

  	
  TEXTRON
  FINANCIAL CORPORATION,

  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Nobert
  Schmidt

  
	
   

  	
  Name:

  	
  Nobert Schmidt

  
	
   

  	
  Title:

  	
  Senior Account
  Executive

  



 


S-7

















 


	
   

  	
  PNC
  BANK, NATIONAL ASSOCIATION, as

  a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Robin
  L. Arriola

  
	
   

  	
  Name:

  	
  Robin L. Arriola

  
	
   

  	
  Title:

  	
  Vice President

  



 


S-8

















 


	
   

  	
  WACHOVIA
  CAPITAL FINANCE

  CORPORATION (WESTERN),
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


S-9

















 


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 5th day of March, 2008.


 


 


	
  GUARANTORS

  	
  FLEETWOOD
  ENTERPRISES, INC.

  FLEETWOOD
  CANADA LTD.

  FLEETWOOD INTERNATIONAL INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Boyd R.
  Bowman

  
	
   

  	
  Name:

  	
  Boyd R. Plowman

  
	
   

  	
  Title:

  	
  Executive Vice
  President and Chief

  Financial Officer

  



 


S-10

















 


Schedule
6.11


 


(See
attachment)


 


S-11