Exhibit
      10.1

     

    Execution
      Copy

     

    TENTH
      AMENDMENT TO

    THIRD
      AMENDED AND RESTATED CREDIT AGREEMENT

    AND
      CONSENT OF GUARANTORS

     

    This
      TENTH
      AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT AND CONSENT OF
      GUARANTORS (this
      “Amendment”)
      is
      dated as of November 26, 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 “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 September 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, that
      certain Eighth Amendment to Third Amended and Restated Credit Agreement and
      Consent of Guarantors dated as of October 21, 2008 and that certain Ninth
      Amendment to Third Amended and Restated Credit Agreement and Consent of
      Guarantors dated as of October 29, 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
      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 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
      definition of “Permitted
      Liens”
in
      Annex A of the Credit Agreement is amended to delete the “and” at the end of
      clause “(m)” thereof, delete the period at the end of clause “(n)” thereof and
      to replace the same with the following:

     

    “;
      and

     

    (o) Liens
      on
      life insurance policies listed on a Schedule
      7.13(u)
      hereto,
      securing Permitted Life Insurance Policy Debt.”

     

    1.2 Amendments
      to Annex A to Credit Agreement (Definitions).
      The
      definitions of “Borrowing
      Base,”
      “Maximum
      Real Estate Loan Amount,”
      “Maximum
      Revolver Amount”
and
      “Qualified
      Cash Equivalents”
in
      Annex A of the Credit Agreement are amended to read as follows:

     

    “Borrowing
      Base”
means
      an amount equal to (a) the sum of (i) eighty-five percent (85%) of the Net
      Amount of its Eligible Accounts, plus
      (ii) the
      lesser of (A) the Maximum Inventory Loan Amount and (B) the sum of (1) the
      lesser of (I) fifty-five percent (55%) of its Eligible Inventory, valued at
      the
      lower of cost on a first-in, first-out basis or market (other than motor home
      chassis) and (II) eighty-five percent (85%) of the appraised orderly liquidation
      value of its Eligible Inventory (other than motor home chassis) calculated
      in a
      manner consistent with the methodology used in such appraisal and (2) the lesser
      of (I) eighty percent (80%) of its Eligible Inventory, valued at the lower
      of
      cost on a first-in, first-out basis or market (consisting of motor home chassis)
      and (II) ninety percent (90%) of the appraised orderly liquidation value of
      its
      Eligible Inventory (consisting of motor home chassis) calculated in a manner
      consistent with the methodology used in such appraisal, plus
      (iii)
      the lesser of (A) seventy-five percent (75%) of the appraised fair market value
      of its Real Estate Subfacility Assets subject to a Mortgage and (B) the Maximum
      Real Estate Loan Amount, plus
      (iv) one
      hundred percent (100%) of the amount of Borrowing Base Cash Collateral in an
      amount not to exceed the lesser of (X) $50,000,000 and (Y) the aggregate undrawn
      face amount of all outstanding Letters of Credit issued hereunder minus
      (b) Reserves from time to time established by the Agent in its reasonable
      credit judgment. Notwithstanding anything to the contrary in the Loan Documents,
      (i) the amount advanced against the Accounts and Inventory of Fleetwood Folding
      Trailer shall not exceed $8,000,000 and (ii) the amount advanced against
      aggregate manufactured housing Inventory shall not exceed the lesser of
      (A) $10,000,000 and (B) 30% of the Borrowing Base attributable to
      aggregate Eligible Inventory.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    “Maximum
      Real Estate Loan Amount”
means
      $12,000,000; provided
      that
      such amount shall reduce
      (i) on the first day of each Fiscal Quarter after the Tenth Amendment
      Effective Date by an amount equal to $375,000, and (ii) from time to time
      pursuant to Sections
      3.4(b)
      and
3.4(f);
      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; provided
      that
      such amount shall reduce
      from
      time to time pursuant to Sections
      3.4(e).
      

     

    ““Qualified
      Cash Equivalents”
means,
      as of any date for any Person, the balance of cash and marketable securities
      (other than Borrowing Base Cash Collateral) held by such Person in the United
      States on such date, which cash and marketable securities are held in an account
      with the Agent and are subject to a first priority, perfected Lien in favor
      of
      the Agent and the use of which is not otherwise restricted, by law or by
      agreement.

     

    1.3 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:

     

    “Borrowing
      Base Cash Collateral”
means
      the balance of cash held by such Person in the United States on such date,
      which
      cash is held in a segregated account with the Agent that is subject to a deposit
      account control agreement in form and substance acceptable to the Agent (it
      being understood that such agreement shall provide that cash may not be released
      from such account without the consent of the Agent), are subject to a first
      priority, perfected Lien in favor of the Agent, and the use of which is not
      otherwise restricted, by law or by agreement.

     

    “Permitted
      Life Insurance Policy Debt”
means
      Debt secured by Liens on life insurance policies listed on Schedule
      7.13(u)
      hereto
      in an aggregate principal amount not to exceed the cash surrender value of
      such
      life insurance policies; provided
      that
      such Debt shall be recourse only to such life insurance policies and the cash
      surrender value thereof and shall otherwise be on customary terms and conditions
      reasonably acceptable to the Agent; for the avoidance of doubt, such Debt shall
      be without recourse to Fleetwood or any of its Subsidiaries or
      Affiliates.

     

    “Tenth
      Amendment”
means
      that certain Tenth Amendment to Third Amended and Restated Credit Agreement
      and
      Consent of Guarantors, dated as of November 26, 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.

     

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

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


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

     

    “(f) Following
      the initial incurrence of any Permitted Life Insurance Policy Debt, the
      Borrowers shall immediately (i) repay the Revolving Loans in an aggregate
      principal amount equal to the lesser of (i) the aggregate outstanding principal
      amount thereof and (ii) $2,000,000 and (ii) permanently reduce the Maximum
      Real
      Estate Loan Amount by an amount equal to $2,000,000.” 

     

    1.5 Amendment
      to Section 5.2. Section
      5.2
      shall be
      amended by adding the following clause (q) after the existing clause
      (p):

     

    “(q) Concurrent
      with the delivery of each Weekly Borrowing Base Certificate delivered
      immediately prior the commencement of each fiscal month in accordance with
      Section
      5.2(l), a
      report listing forecasted Availability for such fiscal month and
      each of the next two subsequent fiscal months thereafter in a form reasonably
      satisfactory to the Agent.”

     

    1.6 Amendment
      to Section 7.13. Clause
      (u) of Section
      7.13
      shall be
      amended by deleting such clause and replacing it with the
      following:

     

    “(u) Permitted
      Life Insurance Policy Debt;”

     

    1.7 
      Amendment to Section 7.24. Section
      7.24
      shall be
      amended by deleting clause (b) thereof and replacing it with the
      following:

     

    “(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 $25,000,000 or less for each such Business
      Day.”
      

    


    1.8 Amendment
      to Section 12.11. Section
      12.11
      shall be
      amended by adding the following clause (d) after the existing clause
      (c):

     

    “(d) The
      Lenders hereby irrevocably authorize the Agent, at its option and in its sole
      discretion, to release from any account subject to the Agent’s control into such
      other account of Fleetwood or its Subsidiaries as Fleetwood may direct any
      (i)
      cash constituting Borrowing Base Cash Collateral and (ii) any cash that has
      been deposited with the Agent to be held as cash collateral for Letter of Credit
      Obligations in accordance with clause “fifth” of Section 3.8 (including, without
      limitation, any such cash so deposited after being paid by FMC to the Agent
      pursuant to the second sentence of Section 3.1 to cash collateralize Aggregate
      Revolver Outstandings constituting the undrawn face amount of outstanding
      Letters of Credit) or otherwise; provided
      that
      immediately upon such release the Aggregate Revolver Outstandings shall not
      exceed the lesser of the Borrowing Base or the Maximum Revolver Amount and
      both
      immediately prior to and immediately following such release no Default or Event
      of Default shall exist and be continuing.”

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    1.9 Amendment
      to Schedules.
      Schedule
      7.13(u)
      attached
      hereto shall be attached to the Credit Agreement as Schedule
      7.13(u)
      thereto.


     

    2. REPRESENTATIONS
      AND WARRANTIES OF FLEETWOOD AND THE BORROWERS. In
      order
      to induce the Lenders and the Agent to enter into this Amendment, each of
      Fleetwood and each 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, 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.

     

    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 (except for Permitted Liens) which secure
      the
      Obligations.

     

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

     

    2.6 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

        
          

        

      

      
        
        

      

    


    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.

     

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

     

    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.


     

    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.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    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]



    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    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.

            


    

     

    Tenth
      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:

            	
              Senior
                Vice President and Chief Financial

              Officer

            


    

    


    Tenth
      Amendment and Consent of Guarantors

     

    
      
        
        

      

      
        S-2

        
          

        

      

      
        
        

      

    

    


    
      	
              GUARANTOR

            	
              FLEETWOOD
                ENTERPRISES, INC., as the

              Guarantor

            
	 	 
	 	 
	 	
              By:

            	
              /s/
                Andrew M. Griffiths

            
	 	
              Name:

            	
              Andrew
                M. Griffiths

            
	 	
              Title:

            	
              Senior
                Vice President and Chief Financial

              Officer

            


    

    


    Tenth
      Amendment and Consent of Guarantors

     

    
      
        
        

      

      
        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

            


    

     

    Tenth
      Amendment and Consent of Guarantors

     

    
      
        
        

      

      
        S-4

        
          

        

      

      
        
        

      

    

    


    
      	 
               	
              WELLS
                FARGO FOOTHILL, INC., fka

              FOOTHILL
                CAPITAL CORPORATION, as

              a
                Lender

            
	 	 
	 	 
	 	
              By:

            	
              /s/
                Maged Ghebrial

            
	 	
              Name:

            	
              Maged
                Ghebrial

            
	 	
              Title:

            	
              V.P.

            


    

    


    Tenth
      Amendment and Consent of Guarantors

     

    
      
        
        

      

      
        S-5

        
          

        

      

      
        
        

      

    

    


    
      	 	
              TEXTRON
                FINANCIAL CORPORATION,

              as
                a Lender

            
	 	 
	 	 
	 	
              By:

            	
              /s/
                Norbert Schmidt

            
	 	
              Name:

            	
              Norbert
                Schmidt

            
	 	
              Title:

            	
              Senior
                Account Executive

            


    

    


    Tenth
      Amendment and Consent of Guarantors

     

    
      
        
        

      

      
        S-6

        
          

        

      

      
        
        

      

    


    
      	 	
              PNC
                BANK, NATIONAL ASSOCIATION, as

              a
                Lender

            
	 	 
	 	 
	 	
              By:

            	
              /s/
                Robin L. Arriola

            
	 	
              Name:

            	
              Robin
                L. Arriola

            
	 	
              Title:

            	
              Vice
                President

            


    

    


    Tenth
      Amendment and Consent of Guarantors


    
      
        
        

      

      
        S-7

        
          

        

      

      
        
        

      

    

    


    
      	
              WACHOVIA
                CAPITAL FINANCE

              CORPORATION
                (WESTERN), as a Lender

            
	 	 
	 	 
	
              By:

            	
              /s/
                Michael White

            
	
              Name:
                

            	
              Michael
                White

            
	
              Title:

            	
              Associate

            


    

     

    Tenth
      Amendment and Consent of Guarantors

     

    
      
        
        

      

      
        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 26th day of November, 2008. 

     

    
      	
              GUARANTORS

            	
              FLEETWOOD
                ENTERPRISES, INC.

              FLEETWOOD
                CANADA LTD.

              FLEETWOOD
                INTERNATIONAL INC.

            
	 	 
	 	 
	 	
              By:

            	
              /s/
                Andrew M. Griffiths

            
	 	
              Name:

            	
              Andrew
                M. Griffiths

            
	 	
              Title:

            	
              Senior
                Vice President and Chief

              Financial
                Officer

            


    

    


    Tenth
      Amendment and Consent of Guarantors

     

    
      
        
        

      

      
        S-9

        
          

        

      

      
        
        

      

    


    Schedule
      7.13(u)

    Life
      Insurance Policies

    


    
      	
              Insurer

            	 	
              Policy

            	 	
              Insureds

            	 
	
              The
                Prudential Insurance Company of America

            	 	
              Split-dollar
                life insurance policy # 79782810

            	 	
              John
                & Donna Crean

            	 
	 	 	 	 	 	 
	
              John
                Hancock Life Insurance Company

            	 	
              Split-dollar
                life insurance policy # 08001248-7

            	 	
              John
                & Donna Crean

            	 
	 	 	 	 	 	 
	
              Midwestern
                United Life Insurance Company

            	
                

            	
              Split-dollar
                life insurance policy # 001047396

            	
                

            	
              John
                & Donna Crean

            	 


    

     

    Schedule
      7.13(u)