Exhibit 10.1


FIRST AMENDMENT TO

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

AND CONSENT OF GUARANTORS


This FIRST
AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT AND CONSENT OF AGENT
AND LENDERS (this “Amendment”) is dated as of May 25, 2007,
and entered into by and among FLEETWOOD
ENTERPRISES, INC.  (“Fleetwood”),
FLEETWOOD HOLDINGS INC. and its
Subsidiaries listed on the signature pages hereof (collectively, “Borrowers”),
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 Third Amended and Restated Credit Agreement dated as of January 5, 2007
(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 an amendment to the Credit Agreement to modify the
minimum EBITDA covenant set forth in Section 7.24 of the Credit Agreement and
to replace Schedule 6.11 of the Credit Agreement; and


Whereas, the
Majority Lenders and the Agent are willing to agree to the amendment requested
by the Borrowers, 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 Majority
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 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 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 



 1
 









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 ending in January 2007

  	
   

  	
  $

  	
  (25,000,000.00

  	
  )

  
	
  Four Fiscal
  Quarters ending in April 2007

  	
   

  	
  $

  	
  (40,000,000.00

  	
  )

  
	
  Four Fiscal Quarters
  ending in July 2007

  	
   

  	
  $

  	
  (25,000,000.00

  	
  )

  
	
  Four Fiscal
  Quarters ending in October 2007

  	
   

  	
  $

  	
  0.00

  	
   

  
	
  Four Fiscal
  Quarters ending in January 2008

  	
   

  	
  $

  	
  15,000,000.00

  	
   

  
	
  Four Fiscal Quarters
  ending in April 2008 and each Fiscal Quarter ending in July, October, January
  and April thereafter

  	
   

  	
  $

  	
  43,000,000.00

  	
   

  



 


1.2   Amendment to Schedule 6.11.  Schedule 6.11 shall be amended by
deleting such schedule and replacing it with the revised Schedule 6.11
attached hereto.


2.     REPRESENTATIONS AND WARRANTIES OF FLEETWOOD AND THE BORROWERS.  In order to induce the Majority
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 Loan 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
 









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.


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.


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 



 3
 









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.


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.


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]



 4















IN WITNESS WHEREOF, each of the
undersigned has duly executed this Amendment as of the date set forth above.


	
  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.

  



 


First Amendment and Consent of Guarantors



 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. Plowman

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Boyd R. Plowman

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President and Chief

  Financial Officer

  



 



 S-2
 









 


	
  GUARANTOR

  	
   

  	
  FLEETWOOD ENTERPRISES, INC.,
  as the Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Boyd R. Plowman

  	
   

  
	
   

  	
   

  	
  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/ Todd Eggertsen

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Todd Eggertsen

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 



 S-4
 









 


	
  

  	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Juan Barrera

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Juan Barrera

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 



 S-5
 









 


	
  

  	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Jang Kim

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Jang Kim

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 



 S-6
 









 


	
  

  	
   

  	
  TEXTRON FINANCIAL CORPORATION, as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Norbert Schmidt

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Norbert Schmidt

  
	
   

  	
   

  	
  Title:

  	
  Senior Account Executive

  



 



 S-7
 









 


	
  

  	
   

  	
  PNC BANK, NATIONAL ASSOCIATION, as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Robin L. Arriola

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Robin L. Arriola

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 



 S-8
 









CONSENT
OF GUARANTORS


Each of the undersigned
is a Guarantor of the Obligations of the 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 25 day of May, 2007.


	
  GUARANTORS

  	
   

  	
  FLEETWOOD ENTERPRISES, INC.

  FLEETWOOD CANADA LTD.

  FLEETWOOD INTERNATIONAL INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Boyd Plowman

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Boyd R. Plowman

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President and Chief

  Financial Officer

  



 



 S-9