Exhibit 10.2





 


SIXTH
AMENDMENT TO WHOLESALE SECURITY AGREEMENT


 


                THIS SIXTH
AMENDMENT TO WHOLESALE SECURITY AGREEMENT (“Amendment”) is made as of the 2nd
day of March 2005 by and between TEXTRON FINANCIAL CORPORATION, a Delaware
corporation (“Secured Party”); and the undersigned (jointly and severally,
individually and collectively, “Debtor”).


 


WITNESSETH THAT:


 


                WHEREAS, the
Secured Party and Debtor are parties to a certain Wholesale Security Agreement
dated August 21, 2002, as may have been previously amended, modified or
supplemented (the “Agreement”); and


 


                WHEREAS, the
parties hereto desire to amend certain of the terms of the Agreement;


 


                NOW THEREFORE, in
consideration of the premises and the mutual obligations hereinafter contained,
and for other good and valuable consideration, the receipt whereof is hereby
acknowledged, the parties hereto agree as follows:


 


 


1.                                       All other capitalized terms used and not
otherwise defined herein shall have the same meanings provided therefore in the
Agreement.


 


 


2.                                       Paragraph 6.1 of the Agreement is hereby
amended and restated in its entirety to read as follows:


 


“Debtor further
represents, warrants, covenants, agrees and acknowledges that Debtor receives
good and valuable benefit and consideration from its relationship with
Fleetwood Enterprises, Inc., and as such represents, warrants, covenants,
agrees and acknowledges the failure of Fleetwood Enterprises, Inc., to maintain
the following financial covenant shall be an Event of Default hereunder:


 


(a)                                
(i)                                      If a Minimum Liquidity Event shall occur
as of the end of any calendar month, as indicated in any compliance certificate
delivered pursuant to Section 5.2(e) of the Other Credit Facility, Fleetwood
Enterprises, Inc., will be required to maintain a minimum 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 such 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

  	
   

  



 





















 


(ii)                “Minimum Liquidity Event” means, as of any calculation
date, either (a) Fleetwood Enterprises, Inc., on a consolidated basis, has
Fleetwood Liquidity of Ninety Million Dollars ($90,000,000.00) or less for the
calendar month immediately preceeding such calculation date, (b) the Borrowers
(collectively) have Borrower Liquidity of Sixty Million Dollars
($60,000,000.00) or less for the calendar month immediately preceeding such
calculation date or (c) for the calendar month immediately preceding such
calculation date, the average daily Aggregate Availability during such calendar
month was Twenty Million Dollars ($20,000,000) or less.   All other defined terms in 2 of this
Amendment reference the BANK OF AMERICA, N.A., THIRD AMENDMENT TO AMENDED AND
RESTATED CREDIT AGREEMENT AND CONSENT OF GUARANTORS dated March 2, 2005.  Debtor further agrees to notify in writing to
Secured Party within 48 hours of any and all breaches to the THIRD AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT AND CONSENT OF GUARANTORS between Debtor
and BANK OF AMERICA N.A. by U.S. Post, certified mail.


 


 


(b)                                 Notwithstanding
anything contained elsewhere herein, capitalized terms in Sections 6.1(a) and
(b) hereof shall have the meanings ascribed to them in the Other Credit
Facility (defined in Section 9(l) of this Agreement), as amended, in the form
of such Other Credit Facility and amendments thereto as the same have been or
will be filed by Fleetwood Enterprises, Inc. with the Securities and Exchange
Commission.


 


Not
later than forty-five calendar days after the last day of each fiscal quarter,
or ninety calendar days after the last day of each fiscal year, Fleetwood
Enterprises, Inc. shall submit to Secured Party a certificate stating that
Debtor is in compliance with each of the foregoing representations, covenant,
and warranties in Section 6.1(a) (or, if applicable, disclosing any
non-compliance therewith), and shall show such supporting information for all
of the foregoing as Secured Party may reasonably request. Each certificate
shall be in form and substance reasonably satisfactory to Secured Party and
signed by the chief financial officer or chief accounting officer of Fleetwood
Enterprises, Inc. (or such other officer if acceptable to Secured Party in its
sole discretion). The amounts and calculations referred to above shall be
determined as set forth in Sections 6.1(a) and (b) or in the definitions of defined
terms contained therein, or otherwise in accordance with generally accepted
accounting principles consistently applied, excepting only as such principles
may be modified above, and Textron’s calculations shall be conclusive absent
manifest error.”


 


3.                                       The Agreement is further amended by
deleting Schedule 9(L) and substituting in lieu thereof the Revised Schedule
9(L) attached hereto and incorporated herein by this reference.


 


4.                                       Except as amended hereby, the Agreement
shall remain in full force and effect, and is in all respects hereby ratified
and affirmed.


 


5.                                       This Amendment, and the rights and duties
of the parties hereunder, shall be governed by and construed in accordance with
the internal laws of the State of Rhode Island, without regard to such jurisdiction’s
principles of conflicts of laws. If any
provision of this Amendment is determined to be illegal, invalid or
unenforceable, such provision shall be fully severable and the remaining
provisions shall remain in full force and effect and shall be construed without
giving effect to the illegal, invalid or unenforceable provisions.


 


6.                                       This Amendment
may be executed in any number of counterparts, each of which when so executed
and delivered shall be an original, but all of which together shall constitute
one and the same instrument, and a facsimile signature shall suffice as
original for all purposes.


 





















 


                The
undersigned, pursuant to due corporate authority, as appropriate, has or have
caused this Amendment to be executed as of the date set forth above.


 


	
  SECURED PARTY:

  	
   

  	
  DEBTOR:

  
	
   

  	
   

  	
   

  
	
  TEXTRON FINANCIAL CORPORATION, for itself and as
  agent for its affiliates

  	
   

  	
  FLEETWOOD RETAIL CORP. OF ARKANSAS, an Arkansas
  corporation

  
	
   

  	
   

  	
  FLEETWOOD RETAIL CORP. OF GEORGIA,

  
	
   

  	
   

  	
  a Georgia corporation

  
	
  By: 

  	
  /s/Brian Courtney

  	
   

  	
   

  	
  FLEETWOOD RETAIL CORP. OF ILLINOIS,

  
	
  Print Name: 

  	
  Brian Courtney

  	
   

  	
  a Illinois corporation

  
	
  Print Title: 

  	
  Sr VP, Large Ticket Division

  	
   

  	
  FLEETWOOD RETAIL CORP. OF KANSAS,

  
	
   

  	
   

  	
  a Delaware corporation

  
	
   

  	
   

  	
  FLEETWOOD RETAIL CORP. OF LOUISIANA,

  
	
   

  	
   

  	
  a Louisiana corporation

  
	
   

  	
   

  	
  FLEETWOOD RETAIL CORPORATION OF MISSOURI,

  
	
   

  	
   

  	
  a Missouri corporation

  
	
   

  	
   

  	
  FLEETWOOD RETAIL CORP. OF OHIO,

  
	
   

  	
   

  	
  a Ohio corporation

  
	
   

  	
   

  	
  FLEETWOOD HOME CENTERS OF NEVADA, INC.,

  
	
   

  	
   

  	
  a Nevada corporation

  
	
   

  	
   

  	
  FLEETWOOD RETAIL CORP. OF OKLAHOMA,

  
	
   

  	
   

  	
  a Oklahoma corporation

  
	
   

  	
   

  	
  FLEETWOOD RETAIL CORP. OF SOUTH CAROLINA,

  
	
   

  	
   

  	
  a South Carolina corporation

  
	
   

  	
   

  	
  FLEETWOOD HOME CENTERS OF TEXAS, INC.,

  
	
   

  	
   

  	
  A Texas corporation

  
	
   

  	
   

  	
  FLEETWOOD RETAIL CORP. OF WEST VIRGINIA,

  
	
   

  	
   

  	
  a West Virginia corporation

  
	
   

  	
   

  	
  FLEETWOOD RETAIL CORP. OF WASHINGTON,

  
	
   

  	
   

  	
  a Delaware corporation

  
	
  Secured Party’s address for notices:

  	
   

  	
   

  
	
  P.O. Box 3090

  	
   

  	
  By: 

  	
    /s/ Boyd R. Plowman

  	
   

  
	
  Alpharetta, GA 30023

  	
   

  	
  Print Name: 

  	
    BOYD R. PLOWMAN

  
	
   

  	
   

  	
  Print Title: 

  	
    AS EXECUTIVE V.P.

  
	
   

  	
   

  	
  FOR EACH OF THE FOREGOING DEBTORS

  
	
   

  	
   

  	
   

  
							



 





















 


REVISED
SCHEDULE 9(L)


 


 


1.               Covenants as outlined in the Consent are hereby
amended and restated in its entirety to read as follows:


 


(b)                                                                                 “If a Minimum Liquidity Event shall occur
as of the end of any calendar month, as indicated in any compliance certificate
delivered pursuant to Section 5.2(e) of the Other Credit Facility, Fleetwood
Enterprises, Inc., will be required to maintain a minimum 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 such 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

  	
   

  



 


 


 


 


“Minimum Liquidity Event” means, as of any calculation
date, either (a) Fleetwood Enterprises, Inc., on a consolidated basis, has
Fleetwood Liquidity of Ninety Million Dollars ($90,000,000.00) or less for the
calendar month immediately preceeding such calculation date, (b) the Borrowers
(collectively) have Borrower Liquidity of Sixty Million Dollars
($60,000,000.00) or less for the calendar month immediately preceeding such
calculation date or (c) for the calendar month immediately preceding such
calculation date, the average daily Aggregate Availability during such calendar
month was Twenty Million Dollars ($20,000,000) or less.   All other defined terms in 2 of this
Amendment reference the BANK OF AMERICA, N.A., THIRD AMENDMENT TO AMENDED AND
RESTATED CREDIT AGREEMENT AND CONSENT OF GUARANTORS dated March 2, 2005.  Debtor further agrees to notify in writing to
Secured Party within 48 hours of any and all breaches to the THIRD AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT AND CONSENT OF GUARANTORS between Debtor
and BANK OF AMERICA N.A. by U.S. Post, certified mail.