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                                                                    EXHIBIT 10.6

[BANK ONE LOGO]                                   AMENDMENT TO CREDIT AGREEMENT

This agreement is dated as of December 16, 2003, to be effective as of 12/17/03
by and between Cavco Industries, Inc. (the "Borrower") and Bank One, NA, with
its main office in Chicago, II (the "Bank"), and its successors and assigns.

WHEREAS, the Borrower and the Bank entered into a credit agreement dated
September 17, 2003, as amended (if applicable) (the "Credit Agreement"); and

WHEREAS, the Borrower has requested and the Bank has agreed to amend the Credit
Agreement as set forth below;

NOW, THEREFORE, in mutual consideration of the agreements contained herein and
for other good and valuable consideration, the parties agree as follows:

1.    DEFINED TERMS. Capitalized terms not defined herein shall have the meaning
      ascribed in the Credit Agreement.

2.    MODIFICATION OF CREDIT AGREEMENT. The Credit Agreement is hereby amended
      as follows:

      2.1   From and after the date of this agreement, the following provision
            is hereby added to the Credit Agreement:

            1.4   LETTER OF CREDIT SUBLIMIT. At any time the Borrower is
                  entitled to an advance under Facility A, the Bank agrees to
                  issue letters of credit for the account of the Borrower in an
                  amount not in excess of the maximum advance that the Borrower
                  would then be entitled to obtain under Facility A, provided
                  that (a) the aggregate maximum available amount which is drawn
                  and unreimbursed or may be drawn under all letters of credit
                  which are outstanding at any time, including without
                  limitation all letters of credit issued for the account of the
                  Borrower which are outstanding on the date of the Line of
                  Credit Note, shall not exceed $5,000,000.00, (b) the issuance
                  of any letter of credit with an expiration date beyond the
                  maturity date of the Line of Credit Note shall be entirely at
                  the discretion of the Bank, (c) any letter of credit shall be
                  a standby letter of credit and the form of the requested
                  letter of credit shall be satisfactory to the Bank, in the
                  Bank's sole discretion, and (d) the Borrower shall have
                  executed an application and reimbursement agreement for any
                  letter of credit in the Bank's standard form. While any letter
                  of credit is outstanding, the maximum amount of advances that
                  may be outstanding under the Line of Credit Note shall be
                  automatically reduced by the maximum amount available to be
                  drawn under any and all such letters of credit. The Borrower
                  shall pay the Bank a fee for each standby letter of credit
                  that is issued, calculated at the rate of 2% per annum of the
                  original maximum amount available of such standby letter of
                  credit, with  such fee being calculated on the basis of a
                  360-day year and the actual number of days in the period
                  during which the standby letter of credit will be outstanding;
                  provided, however, that such fee shall not be less than
                  $200.00 for each letter of credit. No credit shall be given
                  for fees paid due to early termination of any letter of
                  credit. The Borrower shall also pay the Bank's standard
                  transaction fees with respect to any transactions occurring on
                  an account of any letter of credit. Each fee shall be payable
                  when the related letter of credit is issued, and transaction
                  fees shall be payable upon completion of the transaction as to
                  which they are charged. All fees may be debited by the Bank to
                  any deposit account of the Borrower carried with the Bank
                  without further authority and, in any event, shall be paid by
                  the Borrower within ten (10) days following billing. If on the
                  maturity date of the Line of Credit Note, any letter of credit
                  issued by Bank hereunder remains outstanding, Borrower shall
                  if requested by Bank, within five (5) business days after such
                  request, cause to be placed in a deposit account with Bank
                  which is assigned to Bank to secure Borrower's reimbursement
                  obligation(s) applicable to such outstanding letters of
                  credit, cash in an amount which is not less than the aggregate
                  of the unfunded amounts under all such outstanding letters of
                  credit. Failure to timely comply with such request shall be a
                  default and Event of Default under this agreement and the
                  other loan documents, and Bank may proceed to exercise and
                  enforce its rights and remedies against any collateral and
                  utilize the proceeds thereof to create such cash deposit.

      2.2   From and after the date of this agreement, the provision in the
            Credit Agreement captioned 4.5 FINANCIAL REPORTS.

            A. is amended as follows; the portion of the provision now reading:
            "Within thirty (30) days after and as of the end of each calendar
            month" is replaced with the following:

            Within thirty (30) days after the end of each calendar month in
            which as of the last day of such month, there is an outstanding
            advance under Facility A,

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      2.3   From and after the date of this agreement, the provision in the
            Credit Agreement captioned 4.5 FINANCIAL REPORTS.

            B. is amended as follows: the portion of the provision now reading:
            "Within thirty (30) days after each monthly period," is replaced
            with the following:

            Within thirty (30) days after the end of each monthly period in
            which as of the last day of such month, there is an outstanding
            advance under Facility A,

3.    RATIFICATION. The Borrower ratifies and reaffirms the Credit Agreement and
      the Credit Agreement shall remain in full force and effect as modified
      herein.

4.    BORROWER REPRESENTATIONS AND WARRANTIES. The Borrower represents and
      warrants that (a) the representations and warranties contained in the
      Credit Agreement are true and correct in all material respects as of the
      date of this agreement, (b) no condition, act or event which could
      constitute an event of default under the Credit Agreement or any
      promissory note or credit facility executed in reference to the Credit
      Agreement exists, and (c) no condition, event, act or omission has
      occurred, which, with the giving of notice or passage of time, would
      constitute an event of default under the Credit Agreement or any
      promissory note or credit facility executed in reference to the Credit
      Agreement.

5.    FEES AND EXPENSES. The Borrower agrees to pay all fees and out-of-pocket
      disbursements incurred by the Bank in connection with this agreement,
      including legal fees incurred by the Bank in the preparation,
      consummation, administration and enforcement of this agreement.

6.    EXECUTION AND DELIVERY. This agreement shall become effective only after
      it is fully executed by the Borrower and the Bank.

7.    ACKNOWLEDGEMENTS OF BORROWER. The Borrower acknowledges that as of the
      date of this agreement it has no offsets with respect to all amounts owed
      by the Borrower to the Bank arising under or related to the Credit
      Agreement on or prior to the date of this agreement. The Borrower fully,
      finally and forever releases and discharges the Bank and its successors,
      assigns, directors, officers, employees, agents and representatives from
      any and all claims, causes of action, debts and liabilities, of whatever
      kind or nature, in law or in equity, of the Borrower, whether now known or
      unknown to the Borrower, which may have arisen in connection with the
      Credit Agreement or the actions or omissions of the Bank related to the
      Credit Agreement on or prior to the date hereof. The Borrower acknowledges
      and agrees that this agreement is limited to the terms outlined above, and
      shall not be construed as an agreement to change any other terms or
      provisions of the Credit Agreement. This agreement shall not establish a
      course of dealing or be construed as evidence of any willingness on the
      Bank's part to grant other or future agreements, should any be requested.

                 [THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK]

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NOT A NOVATION. This agreement is a modification only and not a novation. Expect
for the above-quoted modification(s), the Credit Agreement, any loan agreements,
credit agreements, reimbursement agreements, security agreements, mortgages,
deeds of trust, pledge agreements, assignments, guaranties, instruments or
documents executed in connection with the Credit Agreement, and all the terms
and conditions thereof, shall be and remain in full force and effect with the
changes herein deemed to be incorporated therein. This agreement is to be
considered attached to the Credit Agreement and made a part thereof. This
agreement shall not release or affect the liability of any guarantor of any
promissory note or credit facility executed in reference to the Credit Agreement
or release any owner of collateral granted as security for the Credit Agreement.
The validity, priority and enforceability of the Credit Agreement shall not be
impaired hereby. To the extent that any provision of this agreement conflicts
with any term or condition set forth in the Credit Agreement, or any document
executed in conjunction therewith, the provisions of this agreement shall
supersede and control. The Bank expressly reserves all rights against all
parties to the Credit Agreement.

                     BORROWER:

                     Cavco Industries Inc.

                     BY: /s/ Sean K. Nolen
                         -------------------------------------------------------
                         Sean K. Nolen        CFO, Treasurer and Vice President
                         -------------------------------------------------------
                         Printed Name                     Title

                     Date Signed: 12/17/03

                     BANK:

                     Bank One, NA, with its main office in Chicago, IL

                     By: /s/ Sanat B. Patel
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                         Sanat B. Patel              Vice President
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                         Printed Name                     Title

                     Data Signed: 12/17/03