Exhibit 10.2


 





 


FOURTH AMENDMENT TO WHOLESALE SECURITY
AGREEMENT


 


THIS FOURTH AMENDMENT TO WHOLESALE SECURITY AGREEMENT (“Amendment”) is
made as of the 14th day of May 2004 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 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 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)                                  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 shall be required to have maintained EBITDA for the most recent
period of four consecutive Fiscal Quarters (for which an annual or quarterly
compliance certificate has been delivered pursuant to Section 5.2(e)
of the Other Credit Facility) ended on the last day of each Fiscal Quarter set
forth below of not less than the amount set forth below opposite each such
fiscal quarter:


 


	
  MINIMUM
  EBITDA

  	
   

  	
  Period Ending

  
	
   

  	
   

  	
   

  
	
  $51,000,000

  	
   

  	
  On the last Sunday in
  April 2004

  
	
  $52,000,000

  	
   

  	
  On the last Sunday in
  July 2004

  
	
  $55,000,000

  	
   

  	
  On the last Sunday in
  October 2004

  
	
  $58,000,000

  	
   

  	
  On the last Sunday in
  January 2005

  
	
  $62,000,000

  	
   

  	
  On the last Sunday in
  April 2005

  
	
  $65,000,000

  	
   

  	
  Thereafter

  



 


“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 or (b) the Borrowers (collectively) have
Borrower Liquidity of $60,000,000 or less for the calendar month immediately
preceding such calculation date.


 

















 


(b)                                 Notwithstanding
anything contained elsewhere herein, capitalized terms in Sections 6.1(a)
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 filed
by Fleetwood Enterprises, Inc. with the Securities and Exchange Commission
prior to the date hereof.


 


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,
covenants, and warranties (or, if applicable, disclosing any non-compliance
therewith) and shall show such supporting information 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) 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.


 


IN WITNESS WHEREOF, the parties hereto have
caused this amendment to be executed by their duly authorized officer or
representative as of the day and year first above written.


 


 


	
  SECURED PARTY:

  	
  DEBTOR:

  



 

















 


	
  TEXTRON FINANCIAL CORPORATION,
  for itself and as

  	
  FLEETWOOD RETAIL CORP. OF
  ARKANSAS,

  
	
  agent for its affiliates

  	
  an Arkansas corporation

  
	
   

  	
  FLEETWOOD RETAIL CORP. OF
  GEORGIA,

  
	
   

  	
  a Georgia corporation

  
	
  By:

  	
  FLEETWOOD RETAIL CORP. OF
  ILLINOIS,

  
	
  /s/ Brian Courtney

  	
   

  	
  a Illinois corporation

  
	
  Print Name: Brian Courtney

  	
  FLEETWOOD RETAIL CORP. OF
  KANSAS,

  
	
  Print Title: VP, Large Ticket
  Division

  	
  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 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

  	
   

  
	
  Alpharetta, GA 30023

  	
  By:

  	
  /s/  Boyd R. Plowman

  	
   

  
	
   

  	
  Print Name: BOYD R.
  PLOWMAN

  
	
   

  	
  Print Title: AS
  EXECUTIVE  V.P.

  
	
   

  	
  FOR EACH OF THE FOREGOING
  DEBTORS

  
					



 

















 


REVISED
SCHEDULE 9(L)


 


Capitalized terms not defined in this
Schedule shall have the meaning ascribed to them in the Other Credit
Facility.


 


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
(as such term is defined in the Agreement), Fleetwood shall be required to have
maintained EBITDA for the most recent period of four consecutive Fiscal
Quarters (for which an annual or quarterly compliance certificate has been
delivered pursuant to Section 5.2(e) of the Other Credit Facility)
ended on the last day of each Fiscal Quarter set forth below of not less than
the amount set forth below opposite each such fiscal quarter:


 


	
  MINIMUM
  EBITDA

  	
   

  	
  Period Ending

  
	
   

  	
   

  	
   

  
	
  $51,000,000

  	
   

  	
  On the last Sunday in
  April 2004

  
	
  $52,000,000

  	
   

  	
  On the last Sunday in
  July 2004

  
	
  $55,000,000

  	
   

  	
  On the last Sunday in
  October 2004

  
	
  $58,000,000

  	
   

  	
  On the last Sunday in
  January 2005

  
	
  $62,000,000

  	
   

  	
  On the last Sunday in
  April 2005

  
	
  $65,000,000

  	
   

  	
  Thereafter