THE CONSENT OR
APPROVAL OF HOLDERS OF A SPECIFIED PERCENTAGE OF TRANSFER RESTRICTED SECURITIES
IS REQUIRED HEREUNDER, TRANSFER RESTRICTED SECURITIES HELD BY THE COMPANY OR ITS
AFFILIATES SHALL NOT BE
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counted in determining whether such consent or approval was given by the Holders
of such required percentage.
(I)
HEADINGS.
THE HEADINGS IN THIS AGREEMENT ARE FOR CONVENIENCE OF
REFERENCE ONLY AND SHALL NOT LIMIT OR OTHERWISE AFFECT THE MEANING HEREOF.
(J)
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
(K)
SEVERABILITY.
IF ANY ONE OR MORE OF THE PROVISIONS CONTAINED HEREIN, OR
THE APPLICATION THEREOF IN ANY CIRCUMSTANCE, IS HELD INVALID, ILLEGAL OR
UNENFORCEABLE, THE VALIDITY, LEGALITY AND ENFORCEABILITY OF ANY SUCH PROVISION
IN EVERY OTHER RESPECT AND OF THE REMAINING PROVISIONS CONTAINED HEREIN SHALL
NOT BE AFFECTED OR IMPAIRED THEREBY.
(L)
ENTIRE AGREEMENT.
THIS AGREEMENT IS INTENDED BY THE PARTIES AS A FINAL
EXPRESSION OF THEIR AGREEMENT AND INTENDED TO BE A COMPLETE AND EXCLUSIVE
STATEMENT OF THE AGREEMENT AND UNDERSTANDING OF THE PARTIES HERETO IN RESPECT OF
THE SUBJECT MATTER CONTAINED HEREIN.
THERE ARE NO RESTRICTIONS, PROMISES,
WARRANTIES OR UNDERTAKINGS, OTHER THAN THOSE SET FORTH OR REFERRED TO HEREIN
WITH RESPECT TO THE REGISTRATION RIGHTS GRANTED BY THE COMPANY WITH RESPECT TO
THE TRANSFER RESTRICTED SECURITIES.
THIS AGREEMENT SUPERSEDES ALL PRIOR
AGREEMENTS AND UNDERSTANDINGS BETWEEN THE PARTIES WITH RESPECT TO SUCH SUBJECT
MATTER.
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In Witness Whereof, the parties have executed this Agreement as of the date
first written above.
Fleetwood Enterprises, Inc.
By
/s/ Edward B. Caudill
Name: Edward B. Caudill
Title:
President and Chief Executive Officer
Lehman Brothers Inc.
By
/s/ John M. Welsh
Authorized Representative
John M. Welsh
Vice President