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                                                                   EXHIBIT 10.1


                               FIRST AMENDMENT TO
                                CREDIT AGREEMENT
                            AND CONSENT OF GUARANTORS



     This FIRST AMENDMENT TO CREDIT AGREEMENT AND CONSENT OF GUARANTORS (this
"AMENDMENT") is dated as of December 4, 2001, but upon its effectiveness in
accordance with its terms shall be effective as of October 28, 2001 and entered
into by and among FLEETWOOD ENTERPRISES, INC. ("FLEETWOOD"), FLEETWOOD HOLDINGS,
INC. and its Subsidiaries listed on the signature pages hereof (collectively,
"FMC"), FLEETWOOD RETAIL, INC. 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 Credit Agreement dated as of July 27, 2001 (the "CREDIT
AGREEMENT"; capitalized terms used in this Amendment without definition shall
have the meanings given such terms in the Credit Agreement); and

     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  AMENDMENTS TO ANNEX A TO CREDIT AGREEMENT (DEFINITIONS). The
following definitions are added to ANNEX A of the Credit Agreement in proper
alphabetical order:

          "DAILY BORROWING BASE CERTIFICATE" has the meaning specified in the
     proviso to SECTION 5.2(L).


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                           "FIRST AMENDMENT" means the First Amendment to Credit
         Agreement and Consent of Guarantors dated as of the date hereof among
         Fleetwood, the Borrowers, the Lenders and the Agent.

                           "SECOND AMENDMENT" means the Second Amendment to
         Credit Agreement and Security Agreement and Consent of Guarantors dated
         as of December ___, 2001 among Fleetwood, the Borrowers, the Lenders
         and the Agent.

                           "WEEKLY BORROWING BASE CERTIFICATE" has the meaning
specified in SECTION 5.2(L).

          1.2  AMENDMENTS TO SECTION 5.2. Section 5.2 of the Credit Agreement
is amended to (a) to delete SUBSECTION (L) and replace it with the following:

                           "(l) No later than Wednesday of each week, a schedule
         of the Borrowers' Accounts created, credits given, cash collected and
         other adjustments to Accounts since the last schedule, together with a
         Borrowing Base Certificate as of the end of the preceding week (a
         "WEEKLY BORROWING BASE CERTIFICATE") and all supporting information in
         accordance with Section 9 of the Security Agreement; PROVIDED that, at
         any time on or after January 1, 2002, at Agent's sole discretion,
         Borrowers shall provide, on each Business Day for the preceding
         Business Day, a schedule of the Borrowers' Accounts created, credits
         given, cash collected and other adjustments to Accounts since the last
         such schedule, together with a Borrowing Base Certificate as of the
         preceding Business Day (a "DAILY BORROWING BASE CERTIFICATE") and all
         supporting information in accordance with Section 9 of the Security
         Agreement;".

          1.3  AMENDMENTS TO SECTION 7.25. SECTION 7.25 is deleted in its
entirety and replaced with the following:

                  "The Borrowers shall maintain Aggregate Availability of not
         less than (i) at all times, $50,000,000, calculated on the basis of the
         Weekly Borrowing Base Certificate and (ii) in addition, during any
         period in which Borrowers are required to deliver Daily Borrowing Base
         Certificates pursuant to SECTION 5.2(L), $40,000,000 for each Tuesday,
         Wednesday and Thursday and $45,000,000 for each Monday and Friday, in
         each case calculated on the basis of the applicable Daily Borrowing
         Base Certificate."

     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, the
Issuing Bank 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.

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          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.

          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 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 Majority Lenders and only if and when each of the
following conditions is satisfied:

          3.1 EFFECTIVENESS OF SECOND AMENDMENT. The Second Amendment is
effective pursuant to the terms thereof on or prior to the effectiveness of
the date hereof.

          3.2 CONSENT OF GUARANTORS. Each of the Guarantors shall have
executed and delivered to the Agent the Consent.

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          3.3 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.

          3.4 FEES AND EXPENSES. The Borrowers shall have paid to the Agent
all fees and expenses incurred in connection with this Amendment, including
those fees owing under the fee letter of even date herewith.

          3.5 OTHER DOCUMENTS. The Agent shall have received such documents as
the Agent may reasonably request in connection with this Amendment.

     4. 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. 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.

     5. 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.

     6. 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.

     7. 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.

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         [signatures follow; remainder of page intentionally left blank]


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     IN WITNESS WHEREOF, each of the undersigned has duly executed this First
Amendment to Credit Agreement and Consent of Guarantors 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.

                                       FLEETWOOD TRAVEL TRAILERS OF
                                       CALIFORNIA, INC.


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                                       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:   Senior Vice President and
                                                Chief Financial Officer


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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. Plowman
                             Name:    Boyd R. Plowman
                             Title:   Senior Vice President and Chief Financial
                                      Officer


GUARANTOR                 FLEETWOOD ENTERPRISES, INC., as the Guarantor


                          By:      /s/ Boyd. R. Plowman
                          Name:    Boyd R. Plowman
                          Title:   Senior Vice President and Chief
                                   Financial Officer


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                       BANK OF AMERICA, N.A., as the Agent and
                       a Lender


                       By:      /s/ Kevin R. Kelly
                       Name:    Kevin R. Kelly
                       Title:   Vice President




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                       CITICORP USA, INC., AS A LENDER


                       By:      /s/ James J. McCarthy
                       Name:    James J. McCarthy
                       Title:   Vice President




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                       HELLER FINANCIAL, INC., as a Lender


                       By:      /s/ Angela J. Harmon
                       Name:    Angela J. Harmon
                       Title:   Vice President




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


                           By:       /s/ Dale George
                           Name:     Dale George
                           Title:    Vice President



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                            FOOTHILL CAPITAL CORPORATION, as a Lender



                            By:       /s/ Juan Barrera
                            Name:     Juan Barrera
                            Title:    Assistant Vice President




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                              GMAC COMMERCIAL CREDIT LLC, as a Lender



                              By:      /s/ Sangson Kim
                              Name:    Sangson Kim
                              Title:   Vice President



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                              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 4th day of December, 2001.

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


                                  Schedule 1.2


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                        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.

                        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.



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                        FLEETWOOD GENERAL PARTNER OF TEXAS, INC.

                        FLEETWOOD HOMES INVESTMENT, INC.




                        By:      /s/ Boyd. R. Plowman
                        Name:    Boyd. R. Plowman
                        Title:   Senior Vice President and Chief
                                 Financial Officer




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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. Plowman
                                 Name:    Boyd R. Plowman
                                 Title:   Senior Vice President and Chief
                                          Financial Officer


OTHER GUARANTORS              FLEETWOOD ENTERPRISES, INC.
                              FLEETWOOD CANADA LTD.
                              BUCKINGHAM DEVELOPMENT CO.
                              FLEETWOOD INTERNATIONAL INC.


                               By:      /s/ Boyd. R. Plowman
                               Name:    Boyd R. Plowman
                               Title:   Senior Vice President and Chief
                                        Financial Officer



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