Unassociated Document


    PROMISSORY
NOTE

    


    
      
        	
                $55,000,000.00,
      subject to

              	
                November
      29, 2010

              
	
                adjustment
      as provided herein

              	 
      


      

    

     

    FOR VALUE RECEIVED, the undersigned
(each, a “Borrower,” and,
collectively, the “Borrowers”), jointly
and severally, hereby promise to pay to the order of Fleetwood Homes, Inc., a
Delaware corporation (the “Lender”) , in lawful
money of the United States of America and at the time or times set forth in, and
in accordance with, that certain Debtor-in-Possession Revolving Credit
Agreement, dated as of the date hereof (the “Credit Agreement”),
by and among the Borrowers, each as a debtor and debtor-in-possession under
chapter 11 of the Bankruptcy Code, and Lender, the principal sum of FIFTY FIVE
MILLION DOLLARS AND NO CENTS ($55,000,000.00) or such lesser amount as shall
equal the aggregate unpaid principal amount of the Loan made by the Lender to
the Borrowers under the Credit Agreement and to pay interest on the unpaid
principal amount thereof for the periods and at the interest rates set forth in
the Credit Agreement.

     

    This note (this “Note”) is the Note
described in the Credit Agreement.  Capitalized terms used and not
otherwise defined in this Note have the meanings ascribed to them in the Credit
Agreement.  Reference is made to the Credit Agreement for a
description of the agreements of the parties concerning optional and mandatory
payments, Collateral, acceleration and other material terms affecting this Note
and this Note is subject to, and qualified in all respects by, the Credit
Agreement or, where applicable, any of the other Credit Documents referred to
therein, all of which are incorporated herein by reference.  Upon the
occurrence of any Event of Default specified in the Credit Agreement, all
amounts remaining unpaid on this Note shall become, or may be declared to be,
immediately due and payable, as provided in the Credit
Agreement.  Except to the extent specifically required by the Credit
Agreement, presentment, demand, protest or notice of any kind are hereby
expressly waived by the Borrower in connection with this Note.

     

    Notwithstanding
the grant of the Collateral, each Borrower hereby acknowledges, admits and
agrees that the Borrowers’ obligations under this Note are recourse obligations
of each Borrower for which each Borrower pledges its full faith and
credit.  The Borrowers promise to pay all of the Lender’s costs of
collection and enforcement in respect of this Note when incurred including,
without limitation, all reasonable attorneys’ fees and
disbursements.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    As set
forth more fully in the Credit Agreement and below, interest on the principal
amount of this Note will be payable on each Interest Payment
Date.  The unpaid principal balance of this Note shall bear interest
from the date of issuance thereof until due and payable, at the rate per annum
equal to seven percent (7%) on Borrowings (as defined in the Credit Agreement)
under the Base Commitment (as defined in the Credit Agreement) and at the per
annum rate of twelve percent (12%) on Borrowings under the Supplemental
Commitment (as defined in the Credit Agreement); provided that if any Event of
Default occurs and is continuing, this Note shall bear interest thereafter,
until such Event of Default is cured or waived, at the rate of twelve percent
(12%) per annum (or such lower rate as is the maximum permitted by applicable
Law), as provided in the Credit Agreement.  All interest on the
outstanding principal balance of this Note shall be calculated in accordance
with Section
2.09 of the Credit Agreement and shall be payable, subject to Section 2.09 of the
Credit Agreement, at the option of the Borrowers, either (a) in cash, monthly in
arrears on each Interest Payment Date or (b) by the addition of such amount of
interest to the then-outstanding principal amount of the Loan on such Interest
Payment Date; provided,
however, that, at
maturity or upon any prepayment of the Loan (whether in whole or in part), all
interest then-outstanding shall be payable prior to giving effect to any payment
of principal.  At maturity of this Note or upon any prepayment of this
Note (whether in whole or in part), all interest then-outstanding shall be
payable prior to giving effect to any payment of principal.

     

    By
executing below, each Borrower acknowledges and agrees that, if as of any
Interest Payment Date, the Borrowers have not paid the entire amount of interest
then due, such failure to pay interest shall be deemed to be an irrevocable
election by the Borrowers to add such remaining interest to the outstanding
principal amount of the Loan on such Interest Payment Date.  Any
interest added to principal pursuant to this paragraph shall, from and after the
Interest Payment Date, accrue interest as if an original part of the principal
amount of this Note.

     

    Payment of principal and interest under
this Note is secured as set forth in the Security Agreement.

     

    This Note is to be governed by, and
construed in accordance with, the laws of the State of
Delaware.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, this Note is executed by the undersigned Borrowers as of the
date first written above.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        	
                                                Palm Harbor Homes, Inc.,
      a Florida corporation,

                                              
	
                                                as
      a Borrower

                                              
	 
      	 
      
	
                                                By:

                                              	      
                                                /s/
      Larry H. Keener

                                              
	
                                                Name:

                                              	      
                                                Larry
      H. Keener

                                              
	
                                                Title:

                                              	      
                                                President
      and Chief Executive Officer

                                              
	 
      
	
                                                Palm Harbor GenPar, LLC,
      a Nevada limited

                                                liability
      company, as a Borrower

                                              
	 
      	 
      
	
                                                By:

                                              	      
                                                /s/
      Larry H. Keener

                                              
	
                                                Name:

                                              	      
                                                Larry
      H. Keener

                                              
	
                                                Title:

                                              	      
                                                President

                                              
	 
      
	
                                                Palm Harbor Mfg., L.P.,
      a Texas limited

                                                partnership,
      as a Borrower

                                              
	 
      	 
      
	
                                                By:

                                              	      
                                                /s/
      Larry H. Keener

                                              
	
                                                Name:

                                              	      
                                                Larry
      H. Keener

                                              
	
                                                Title:

                                              	      
                                                President

                                              
	 
      
	
                                                Palm Harbor Real Estate,
      LLC, a Texas limited

                                                liability
      company, as a Borrower

                                              
	 
      	 
      
	
                                                By:

                                              	      
                                                /s/
      Larry H. Keener

                                              
	
                                                Name:

                                              	      
                                                Larry
      H. Keener

                                              
	
                                                Title:

                                              	      
                                                President
      of Sole Member

                                              
	 
      
	
                                                Nationwide Homes, Inc.,
      a Delaware corporation,

                                                as
      a Borrower

                                              
	 
      	 
      
	
                                                By:

                                              	      
                                                /s/
      Larry H. Keener

                                              
	
                                                Name:

                                              	      
                                                Larry
      H. Keener

                                              
	
                                                Title:

                                              	      
                                                Chairman

                                              


                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


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                      Palm Harbor Albemarie,
      LLC, a Delaware

                      corporation,
      as a Borrower

                    
	 
      	 
      
	
                      By:

                    	      
                      /s/
      Larry H. Keener

                    
	
                      Name:

                    	      
                      Larry
      H. Keener

                    
	
                      Title:

                    	      
                      President

                    


            

          

        

      

    

    


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