FORM OF INTERIM ORDER
SCHEDULE 1.1 - ASSIGNED CONTRACTS (ANNEX A - DEFINED TERMS)
SCHEDULE 1.2 - LENDERS' COMMITMENTS (ANNEX A - DEFINED TERMS)
SCHEDULE 6.3 - ORGANIZATIONS AND QUALIFICATIONS
SCHEDULE 6.4 - CORPORATE NAMES; PRIOR TRANSACTIONS
SCHEDULE 6.5 - SUBSIDIARIES AND AFFILIATES
SCHEDULE 6.6 - PROJECTIONS
SCHEDULE 6.7 - CAPITALIZATION
SCHEDULE 6.9 - DEBT
SCHEDULE 6.11 - REAL ESTATE(MORTGAGES); LEASES
SCHEDULE 6.12 - PROPRIETARY RIGHTS
SCHEDULE 6.13 - TRADE NAMES
SCHEDULE 6.14 - LITIGATION
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SCHEDULE 6.15 - UNION CONTRACTS
SCHEDULE 6.16 - ENVIRONMENTAL LAW
SCHEDULE 6.18 - SPECIFIED DEFAULTS
SCHEDULE 6.19 - ERISA COMPLIANCE
SCHEDULE 6.27 - BANK ACCOUNTS
SCHEDULE 7.12 - GUARANTIES
SCHEDULE 7.13(u) - LIFE INSURANCE POLICIES
SCHEDULE 8.1(u) - FIRST DAY ORDERS
SCHEDULE A - COLI POLICIES
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FOURTH AMENDED AND RESTATED SENIOR SECURED, SUPER-PRIORITY
DEBTOR-IN-POSSESSION CREDIT AGREEMENT
This FOURTH AMENDED AND RESTATED SENIOR SECURED, SUPER-PRIORITY
DEBTOR-IN-POSSESSION CREDIT AGREEMENT, dated as of April 1, 2009 (this
"Agreement"), among the financial institutions from time to time parties hereto
(such financial institutions, together with their respective successors and
assigns, are referred to hereinafter each individually as a "Lender" and
collectively as the "Lenders"); BANK OF AMERICA, N.A., with an office at 55
South Lake Avenue, Suite 900, Pasadena, California 91101, as the administrative
agent for the Lenders (in its capacity as administrative agent, the "Agent");
FLEETWOOD ENTERPRISES, INC., a Delaware corporation ("Fleetwood"), as debtor and
debtor-in-possession, as a Guarantor; FLEETWOOD HOLDINGS INC., a Delaware
corporation ("Holdings"), as debtor and debtor-in-possession; and those
Subsidiaries of Holdings and Fleetwood set forth on the signature pages hereto
or which become parties hereto hereafter in accordance with the requirements of
this Agreement, as debtors and debtors-in-possession (each of Holdings and each
such Subsidiary individually, a "Borrower" and, collectively, the "Borrowers").
Capitalized terms used in this Agreement and not otherwise defined herein shall
have the meanings ascribed thereto in Annex A, which is attached hereto and
incorporated herein; the rules of construction contained therein shall govern
the interpretation of this Agreement, and all Annexes, Exhibits and Schedules
attached hereto are incorporated herein by reference.
W I T N E S S E T H:
WHEREAS, the First Amended and Restated Credit Agreement amended and restated
the Original Credit Agreement in its entirety on May 14, 2004;
WHEREAS, the Second Amended and Restated Credit Agreement amended and restated
the First Amended and Restated Credit Agreement in its entirety on July 1, 2005;
WHEREAS, the Third Amended and Restated Credit Agreement amended and restated
the Second Amended and Restated Credit Agreement in its entirety on January 5,
2007;
WHEREAS, on March 10, 2009 (the "Petition Date"), each of the Borrowers
commenced a Chapter 11 Case, as administratively consolidated with other
affiliates of Fleetwood that are not Loan Parties at Chapter 11 Case
No. 09-14254-MJ (each, a "Chapter 11 Case" and, collectively, the "Chapter 11
Cases"), by filing separate voluntary petitions for reorganization under Chapter
11, 11 U.S.C. 101 et seq. (the "Bankruptcy Code"), with the United States
Bankruptcy Court for the Central District