Exhibit 10.1


THIRD AMENDMENT TO


AMENDED AND RESTATED CREDIT
AGREEMENT


AND
CONSENT OF GUARANTORS


This THIRD AMENDMENT TO AMENDED
AND RESTATED CREDIT AGREEMENT AND CONSENT OF AGENT AND LENDERS (this
“Amendment”) is dated as of March 2, 2005, 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, and as amended by that
certain Second Amendment to Credit Agreement and Consent of Guarantors dated as
of November 29, 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, the Borrowers have requested amendments to the Credit
Agreement to modify certain covenants; and


Whereas, the Lenders and the Agent are willing to agree to
the amendments requested by the Loan Parties, 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.     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 1.1.  Section 1.1 shall be amended by
deleting the first sentence thereof and replacing it with the following
sentence:


“Subject to all of
the terms and conditions of this Agreement, the Lenders agree to make available
a total credit facility of up to $175,000,000 (the “Total Facility”) to
the Borrowers from time to time during the term of this Agreement; provided
that the Total Facility 


 


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shall be increased to a total amount of up to $200,000,000
for the period from and including December 1 through and including April 30 of
each calendar year.”


1.2   Amendment to Section
1.2(a)(i).  Section
1.2(a)(i) shall be amended by deleting such section and replacing it with
the following:


“(a)         (i)            Amounts.  Subject to the satisfaction of the conditions
precedent set forth in Article 8, and except for Non-Ratable Loans
and Agent Advances, each Revolving Credit Lender severally, but not jointly,
agrees, upon a Borrower’s request from time to time on any Business Day during
the period from the Closing Date to the Termination Date, to make revolving
loans (the “Revolving Loans”) to the Borrowers in aggregate amounts
not to exceed such Lender’s Pro Rata Share of the Aggregate Availability. The
Revolving Credit Lenders, however, in their unanimous discretion, may elect to
make Revolving Loans or issue or arrange to have issued Letters of Credit in
excess of the Aggregate Borrowing Bases or the Borrowing Base of FMC or FRC, as
applicable, on one or more occasions, but if they do so, neither the Agent nor
the Revolving Credit Lenders shall be deemed thereby to have changed the limits
of the Borrowing Base of FMC or FRC, or the Aggregate Borrowing Bases or to be
obligated to exceed such limits on any other occasion.”


1.3   Amendment to Section 3.4.  Section 3.4 shall be amended by
inserting the following as clause “(b)” thereof:


“(b)         Immediately upon receipt by any Loan
Party of proceeds of any disposition of Real Estate Subfacility Assets (unless
such Collateral is a Replaced Property that has been replaced by a Substituted
Property pursuant to Section 2.8), FMC shall repay the Revolving Loans
in an amount equal to the amount advanced against the applicable asset in
calculation of the Borrowing Base, if any, and the Maximum Real Estate Loan
Amount shall be permanently reduced by such amount.


1.4   Amendments to Section 7.12
of the Credit Agreement.  Section
7.12 of the Credit Agreement shall be amended as follows:


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


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


(c)           The following clause (l) is hereby
inserted after clause (k) thereof and prior to clause (m) thereof:


“(l)          Fleetwood’s
unsecured guaranty of up to $5,000,000 pursuant to the Wells Fargo Guaranty and
Support Agreement; and”


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


7.24         Minimum
EBITDA.  If a Minimum Liquidity Event shall occur as
of the end of any calendar month, as indicated in any compliance certificate
delivered pursuant to


 


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Section 5.2(e), Fleetwood shall be required to have
maintained EBITDA for the most recent period of single or consecutive Fiscal
Quarters (for which an annual or quarterly compliance certificate has been
delivered pursuant to Section 5.2(e)) specified below and ended on the last day
of each Fiscal Quarter set forth below of not less than the amount set forth
below opposite each such period:


	
  Period Ending

  	
   

  	
  EBITDA

  
	
  Four Fiscal
  Quarters ended on the last Sunday in January 2005

  	
   

  	
  $

  	
  15,700,000

  	
   

  
	
  Single Fiscal
  Quarter ended on the last Sunday in April 2005

  	
   

  	
  ($7,500,000

  	
  )

  
	
  Two Fiscal
  Quarters ended on the last Sunday in July 2005

  	
   

  	
  $

  	
  14,500,000

  	
   

  
	
  Three Fiscal
  Quarters ended on the last Sunday in October 2005

  	
   

  	
  $

  	
  29,200,000

  	
   

  
	
  Four Fiscal
  Quarters ended on the last Sunday in January 2006

  	
   

  	
  $

  	
  30,325,000

  	
   

  
	
  Four Fiscal
  Quarters ended on the last Sunday in April 2006 and each last Sunday in each
  July, October, January and April thereafter

  	
   

  	
  $

  	
  51,750,000

  	
   

  



 


1.6   Amendments to Section
7.28(b) of the Credit Agreement. 
Section 7.28(b) of the Credit Agreement shall be amended be
deleting such clause and replacing it with the following:


“Subject
to Section 2.8 and Section 7.9(i), with respect to each parcel of Real Estate
listed on Schedule 6.11 identified as Mortgaged Property, (i) such
Mortgaged Property shall have, in the aggregate, an appraised value of at least $50,000,000 (as
set forth in the Appraisals) plus, from and after the date which is 60 days
after the Third Amendment Effective Date (or
such longer period as may be agreed by the Agent), $20,000,000 (as set
forth in the New Mortgage Appraisal (as defined below)), (ii) such Mortgaged
Property that is subject to any Mortgage as of the Third Amendment Effective
Date shall remain subject to such Mortgages and
(iii) within 60 days of the Third Amendment Effective Date (or such longer period as may be agreed by the
Agent), Fleetwood and/or the applicable Loan Party shall have delivered to the
Agent and the Collateral Agent (A) (1) duly executed and acknowledged
amendments to or amendment and restatements of the Mortgages existing on the Third
Amendment Effective Date (each a “New Mortgage Amendment”) in each case to the extent necessary under
applicable law, in the reasonable judgment of the Agent, to continue and
maintain the enforceability, perfection and priority of such Mortgages from and
after the Third Amendment Effective Date, in proper form for recording in all appropriate places in all applicable
jurisdictions and (2) in the case of any
Mortgaged Property which was not subject to a Mortgage on or prior to the Third
Amendment Effective Date, a new Mortgage (each
a “New Mortgage”) in substantially the form of the Mortgages
delivered as of the Closing Date, with such modifications thereto as shall be
advisable with respect to the local jurisdictions in which 


 


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the Mortgaged Property is
located, in each case necessary to effect the
enforceability, perfection and priority of the New Mortgage from and after the Third
Amendment Effective Date, in proper form for
recording in all appropriate places in all applicable jurisdictions,
(B) title policies (or endorsements to the existing title policies) 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), (e) and (f) of the definition of Permitted Liens, (C) if
requested by the Agent, opinions of counsel as to such matters as reasonably
requested by the Agent, (D) an appraisal (in form and substance and by
an appraiser reasonably satisfactory to Agent) for each Mortgaged Property
subject to a New Mortgage (each a “New Mortgage Appraisal”), each dated
no more than six (6) months prior to the date of the applicable New Mortgage
indicating, in aggregate, that  the appraised value of the Mortgaged
Property subject to New Mortgages is equal to or greater than $20,000,000; (E)
duly executed UCC-3 Termination Statements or such other instruments or
evidence, in form and substance satisfactory to the Agent, as shall be
necessary to terminate and satisfy all Liens, if any, on the Mortgaged Property
subject to New Mortgages; and (F) to the extent reasonably requested by the
Agent or the Majority Lenders, environmental audits, surveys, title reports and
any other documents reasonably requested by the Agent, the Majority Lenders or
any Lender, as applicable, with respect to the Mortgaged Property subject to
New Mortgages.”


1.7   Amendments to Section
9.2(a).  Section 9.2(a)
shall be amended by deleting clause “(i)” thereof and replacing it with:


“(i)          reduce
the Maximum Revolver Amount, or the advance rates against Eligible Accounts
and/or Eligible Inventory and/or Real Estate Subfacility Assets used in
computing the Borrowing Base, or reduce one or more of the other elements used
in computing the Borrowing Base;”


1.8   Amendments to Section
11.1(a)(iii).


(a)           Section 11.1(a)(iii) shall be
amended by deleting clause “(G)” thereof and replacing it with the following:


“(G)         increase
the Maximum Revolver Amount, the Maximum Inventory Loan Amount, the Maximum Real
Estate Loan Amount or the Unused Letter of Credit Subfacility; or”


(b)           Section 11.1(a) shall be
amended by adding the following proviso at the end of the existing clause
11.1(a):


“; and provided  further that any
amendment to this Agreement which provides for:


(x)                                   up to $15,000,000 of additional Revolving
Credit Commitments (whether provided by existing or additional Revolving
Lenders) on the same terms and conditions (including, without limitation,
interest rates, rights to prepayment, collateral and other common rights of
Revolving Lenders) as 


 


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the existing Revolving
Credit Commitments and the existing Revolving Lenders (the “Additional
Revolving Credit Commitments”); and/or


(y)                                 up to $22,000,000 of new term loan
facilities (the “Term Loan”) with (a) interest rates (calculated taking
into account upfront fees (including, without limitation, contingent fees and
original issue discounts) payable to any Lender other than the Agent or any of
its Affiliates in connection with such facilities) payable to such term lenders
(the “Term Lenders”) which are not more than 0.50% higher than the
interest rates (calculated taking into account upfront fees (including, without
limitation, contingent fees and original issue discounts) payable to any Lender
other than the Agent or any of its Affiliates in connection with the Revolving
Loans) payable to any Lender in connection with the Revolving Loans hereunder,
(b) rights to prepayment, collateral and other common rights of Term Lenders in
relation to existing Revolving Lenders no greater than pro rata, provided
that (i) Liens created under the Collateral
Documents (A) on up to $35,000,000 of Eligible Real Estate that is not
identified as Mortgaged Property on Schedule 6.11 hereto (the “Term Loan
Collateral”) may constitute first priority, perfected Liens in favor of the
Agent, for the ratable benefit of the Agent and the Term Lenders, provided that
such Term Loan Collateral constitutes second priority, perfected Liens in favor
of the Agent, for the ratable benefit of the Agent and the Lenders of the
Revolving Loans, and (B) on the Collateral (other than the Term Loan
Collateral) that constitutes first priority perfected Liens in favor of the
Agent, for the ratable benefit of the Agent and the Revolver Lenders, may
constitute second priority perfected Liens in favor of the Agent, for the
ratable benefit of the Agent and the Term Lenders, (ii) Section 3.8 may be
amended to provide that until the Term Loan has been paid in full,
proceeds of the Term Loan Collateral shall be applied first to pay any
fees, indemnities or expense reimbursements relating to the Term Loan or the
Term Loan Collateral then due to the Agent or the Lenders from FMC; second,
to pay interest due from FMC in respect to the Term Loan; third, to pay
or prepay principal of the Term Loan; and fourth, to all other
Obligations in accordance with the existing provisions of Section 3.8, (iii) on the first day of each calendar month
FMC may repay the principal amount of Term Loan in an amount up to $262,000 and
(iv) the Term Loan may be prepaid at any time without premiums or penalties and
without any pro rata prepayment of the Revolving Loans or any pro rata
permanent reduction in the Revolving Credit Commitments and (c) customary terms
and conditions and such other changes as are consistent with the foregoing and
otherwise agreed by the Agent acting in good faith,


in each
case shall not be effective without (and shall be effective solely with) the
consent of Agent and each Lender providing (in whole or in part) such additional
Revolving Credit Commitments or such Term Loan, as applicable, and upon such
consent, this Agreement and the other Loan Documents may be amended for the
purpose of providing for such additional Revolving Credit Commitments or such
Term Loan hereunder, as applicable; and provided 


 


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further, that, after giving effect to such
additional Revolving Credit Commitments and such additional Term Loan
facilities, no Default or Event of Default shall exist hereunder.


1.9   Amendments to Annex A to
Credit Agreement (Definitions). 
Annex A will be amended as follows:


(a)           The definition of “Applicable
Margin” in Annex A of the Credit Agreement shall be amended by
replacing such definition with the following:


“Applicable Margin” means with respect to the Revolving
Loans, all other Obligations, the Unused Line Fee and the Letter of Credit Fee,
a rate per annum corresponding to the Levels set forth below opposite the Fixed
Charge Coverage Ratio set forth below determined for the four-Fiscal Quarter
Period ended as of the end of the most recent Fiscal Quarter; provided
that (a) the Applicable Margin in respect of the Fiscal Quarters ended January,
2005 and April, 2005 shall be set at Level V; (b) the Applicable Margin
calculated in respect of the Fiscal Quarter ended July, 2005 shall be
determined for the two-Fiscal Quarter Periods ended as of the last date of such
just completed Fiscal Quarter; and (c) the Applicable Margin calculated in
respect of the Fiscal Quarter ended October, 2005 shall be determined for the
three-Fiscal Quarter Periods ended as of the last date of such just completed
Fiscal Quarter.  Adjustments in
Applicable Margins shall be determined by reference to the following grid:


Fixed Charge Coverage Ratio:


	
  If Fixed Charge Coverage Ratio is:

  	
   

  	
  Level

  
	
  Greater than or equal to 1.30:1.00

  	
   

  	
   

  	
  Level I

  
	
  Greater than or equal to 1.10:1.00, but less than
  1.30:1.00

  	
   

  	
   

  	
  Level II

  
	
  Greater than or equal to 0.75:1.00, but less than
  1.10:1.00

  	
   

  	
   

  	
  Level III

  
	
  Greater than or equal to 0.40:1.00, but less than
  0.75:1.00

  	
   

  	
   

  	
  Level IV

  
	
  Less than 0.40:1.00

  	
   

  	
   

  	
  Level V

  



Low to High


	
   

  	
   

  	
  Applicable Margins

  	
   

  
	
   

  	
   

  	
  Level I

  	
   

  	
  Level II

  	
   

  	
  Level III

  	
   

  	
  Level IV

  	
   

  	
  Level V

  	
   

  
	
  Base Rate
  Revolving Loans

  	
   

  	
  0.00

  	
  %

  	
  0.00

  	
  %

  	
  0.25

  	
  %

  	
  0.50

  	
  %

  	
  0.75

  	
  %

  
	
  LIBOR Revolving
  Loans

  	
   

  	
  2.00

  	
  %

  	
  2.25

  	
  %

  	
  2.50

  	
  %

  	
  2.75

  	
  %

  	
  3.00

  	
  %

  
	
  Unused Line Fees

  	
   

  	
  0.25

  	
  %

  	
  0.375

  	
  %

  	
  0.375

  	
  %

  	
  0.50

  	
  %

  	
  0.50

  	
  %

  
	
  Letter of Credit
  Fees

  	
   

  	
  1.75

  	
  %

  	
  2.00

  	
  %

  	
  2.25

  	
  %

  	
  2.50

  	
  %

  	
  2.50

  	
  %

  



 


All adjustments in the Applicable Margin shall be based on the unaudited
Financial Statements delivered pursuant to Section 5.2(b) and shall be
implemented on the first day of the calendar month commencing at least 5 days
after the date of delivery to the Lenders of the Financial Statements
evidencing the need for an adjustment, provided, however, that if
the Applicable Margins are adjusted at the end of any Fiscal Year based upon
unaudited Financial Statements delivered pursuant to Section 5.2(b) and
if Fixed Charge Coverage Ratio determined from the audited Financial Statements
for such Fiscal Year requires an adjustment in the Applicable Margins that
would result in higher Applicable Margins, then the Applicable Margins shall be
adjusted retroactively based on such audited Financial Statements and any
increased amount 


 


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owed by the Borrowers as a result
thereof shall be paid on the next applicable payment date.  Failure to timely deliver any Financial
Statements shall, in addition to any other remedy provided for in this
Agreement, result in an increase in the Applicable Margins to the highest level
set forth in the foregoing grid, until the first day of the first calendar
month following the delivery of those Financial Statements demonstrating that
such an increase is not required.  If a
Default or Event of Default has occurred and is continuing at the time any
reduction in the Applicable Margins is to be implemented, such reduction shall
not occur.


(b)           The definition of “Borrowing Base”
in Annex A of the Credit Agreement shall be amended by adding the
following clause “(iii)” to clause (a) thereof:


“plus (iii) the lesser of (A) seventy-five percent
(75%) of the appraised market value of its Real Estate Subfacility Assets
subject to a Mortgage and (B) the Maximum Real Estate Loan Amount.


(c)           The definition of “Borrowing Base”
in Annex A of the Credit Agreement shall be amended by deleting clause
(b)(ii) thereof and replacing it with the following clause (b)(ii):


“(ii)         the amount advanced against the
aggregate manufactured housing Inventory of FMC and FRC shall not exceed the
lesser of (A) $25,000,000 for both FMC and FRC combined and (B) 30% of Aggregate
Availability.”


(d)           The definition of “Maximum
Inventory Loan Amount” in Annex A of the Credit Agreement shall be
amended by deleting such definition and replacing it with the following:


““Maximum Inventory Loan Amount” means (i) from
and including May 1 through and including November 30 of each calendar year,
$110,000,000 and (ii) from and including December 1 through and including April
30 of each calendar year, $135,000,000 in each case for both FMC and FRC
combined.”


(e)           The definition of “Maximum Revolver
Amount” in Annex A of the Credit Agreement shall be amended by
deleting such definition and replacing it with the following:


““Maximum Revolver Amount”
means $175,000,000;
provided that the Maximum Revolver Amount shall be $200,000,000 during the period
from and including December 1 through and including April 30 of each calendar
year.”


(f)            The definition of “Minimum
Liquidity Event” in Annex A of the Credit Agreement shall be amended
by deleting such definition and replacing it with the following:


““Minimum
Liquidity Event” means, as of any calculation date, either
(a) Fleetwood, on a consolidated basis, has Fleetwood Liquidity of
$90,000,000 or less for the calendar month immediately preceding such
calculation date, (b) the Borrowers (collectively) have Borrower Liquidity of
$60,000,000 or less for the calendar month immediately preceding such
calculation date or (c) for
the calendar month immediately preceding such
calculation date, the average daily Aggregate Availability during such
calendar month was $20,000,000 or less.”


 


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(g)           The definition of “Reserves”
in Annex A of the Credit Agreement shall be amended by inserting “or Real
Estate Subfacility Assets” between the phrases “or Eligible Inventory” and “established
by the Agent” in the first sentence of such definition.


(h)           Annex A of the Credit
Agreement shall be amended by adding the following definitions in the
appropriate alphabetical order.


““Eligible Real
Estate” means the Real Estate of FMC and Fleetwood which the Agent in the
exercise of its reasonable commercial discretion determines to be Eligible Real
Estate.  Without limiting the discretion
of the Agent to establish other criteria of ineligibility, Eligible Real Estate
shall not, unless the Agent in its sole discretion elects (which discretion
cannot be exercised without the consent of Majority Lenders), include any Real
Estate:


(a)           that
is not owned in fee simple by FMC or Fleetwood and listed on Schedule B,
hereto;


(b)           that
is not subject to a recorded Mortgage which creates a first priority Lien to
secure the Revolving Loans or that are subject to any other Lien whatsoever
(other than the Liens securing the Term Loan and the Liens described in clauses
(a), (d) or (e) of the definition of Permitted Liens provided that
all such Liens are (i) junior in priority to the Agent’s Liens securing the
Revolving Loans or subject to Reserves and (ii) do not impair directly or
indirectly the ability of the Agent to realize on or obtain the full benefit of
the Collateral);


(c)           that
is not marketable;


(d)           that
has not been appraised by an appraiser satisfactory to the Agent;


(e)           that
is located outside the United States; or


(f)            that
is subject to a lease or sublease in favor of any Person if the tenant or subtenant,
as the case may be, has not delivered to the Agent a subordination and
attornment agreement in form and substance satisfactory to the Agent.


If any Real Estate at any time
ceases to be Eligible Real Estate, such Real Estate shall promptly be excluded
from the calculation of Eligible Real Estate.”


““Maximum Real Estate Loan Amount” means
$15,000,000, reducing on the first day of each Fiscal Quarter commencing April
25, 2005 by an amount equal to $750,000, and as further reduced from time to time
pursuant to Section 3.4(b).”


““Real Estate Subfacility Assets” means the Eligible
Real Estate of FMC scheduled on Schedule 6.11, and which the Agent in the
exercise of its reasonable discretion agrees with the Borrowers shall
constitute Real Estate Subfacility Assets.”


““Third Amendment Effective Date” means March 2,
2005.”


““Wells Fargo
Guaranty and Support Agreement” means that certain guaranty and support
agreement, dated on or around March 2, 2005, by Fleetwood Enterprises Inc., a 


 


8





















 


Delaware corporation, to and for the benefit of Wells
Fargo Funding, Inc., a Minnesota corporation pursuant to which Fleetwood
Enterprises, Inc. has guaranteed the timely payment of any amounts owing under
the Instruments (as defined in the Wells Fargo Guaranty and Support Agreement).”


1.10 Amendments to Schedule 1.2
and 6.11.  Schedules
1.2 and 6.11 shall be amended by replacing such schedule with the Schedule
attached hereto as Schedule 1.2 and 6.11.  Each of the parties hereto acknowledges that
the Commitments shall be adjusted as of the Effective Date to the amount set
forth for each Lender on Schedule 1.2 as the Commitment of such Lender


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 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.


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.


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.


 


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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   Fees.  The Borrowers shall have paid to the Agent
for the pro rata account of all Lenders (after giving effect to this Amendment)
an amendment fee equal to $326,000.


3.5   Additional Consents.  The Borrowers shall have received original
copies of executed consents delivered by Textron Financial Corporation, in a
form reasonably satisfactory to the Agent giving their consent, effective on or
prior to the Sixth Amendment Effective Date, to the Loan Parties entering into
the Sixth 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 4.


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.


 


10





















 


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, 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).


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]


11





















 


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.

  



 


S-1





















 


	
   

  	
   

  	
  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.
  Ployman

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  Boyd R. Plowman

  
	
   

  	
   

  	
  Title: 

  	
  Executive Vice President and Chief Financial Officer

  



 


S-2





















 


	
  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.
  Ployman

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  Boyd R. Plowman

  
	
   

  	
   

  	
  Title: 

  	
  Executive Vice President and Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  GUARANTOR

  	
   

  	
  FLEETWOOD ENTERPRISES, INC., as the Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  /s/ Boyd R.
  Ployman

  	
   

  
	
   

  	
   

  	
  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/ John
  McNamara

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  John McNamara

  
	
   

  	
   

  	
  Title: 

  	
  Vice President

  



 


S-4





















 


	
   

  	
   

  	
  GENERAL ELECTRIC CAPITAL
  CORPORATION, as
  a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  /s/ Keith
  Alexander

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  Keith Alexander

  
	
   

  	
   

  	
  Title: 

  	
  Vice President

  



 


S-5





















 


	
   

  	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  /s/ Juan Barrera

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  Juan Barrera

  
	
   

  	
   

  	
  Title: 

  	
  Vice President

  



 


S-6





















 


	
   

  	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  /s/ Thomas H.
  Hopkins

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  Thomas H. Hopkins

  
	
   

  	
   

  	
  Title: 

  	
  Vice President

  



 


S-7





















 


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 March 2, 2005. 


	
  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.

  



 


S-8





















 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
  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.

  



 


S-9





















 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  /s/ Boyd R.
  Ployman

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  Boyd R. Plowman

  
	
   

  	
   

  	
  Title: 

  	
  Executive Vice President and Chief Financial Officer

  



 


S-10





















 


	
  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.
  Ployman

  	
   

  
	
   

  	
   

  	
  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.
  Ployman

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  Boyd R. Plowman

  
	
   

  	
   

  	
  Title: 

  	
  Executive Vice President and Chief Financial Officer

  



 


S-11