Common use of Covenants of the Company and the Trust Clause in Contracts

Covenants of the Company and the Trust. Each of the Company and -------------------------------------- the Trust covenants with the Dealer Managers: (a) To use its best efforts to cause the Registration Statement, including any post-effective amendment thereto, to become effective promptly and will notify the Dealer Managers immediately, (i) when any post-effective amendment to the Registration Statement shall have become effective, or any supplement to the Prospectus or any amended Prospectus or any amended or additional Exchange Offer Materials shall have been filed, (ii) of the receipt of any comments or inquiries from the Commission relating to the Exchange Offer, (iii) of any request by the Commission to amend the Registration Statement or amend or supplement the Prospectus or the other Exchange Offer Materials or for additional information relating to the Exchange Offer and (iv) of (A) the issuance by the Commission of any stop order suspending the use of any Exchange Offer Materials or any qualification of the Trust Convertible Preferred Securities for offering or sale in connection with the Exchange Offer in any jurisdiction, (B) the institution or threatening of any proceedings for any of such purposes or (C) the occurrence of any event which could cause the Company or the Trust to withdraw, rescind, terminate or modify the Exchange Offer or would permit the Company or the Trust to exercise any right not to accept 6.50% Convertible Preferred Stock tendered pursuant to the Exchange Offer. Each of the Company and the Trust will use its best efforts to prevent the issuance of any such stop order, the issuance of any order preventing or suspending such use and the suspension of any such qualification and, if any such order is issued or qualification suspended, to obtain the lifting of such order or suspension at the earliest practicable time; (b) to comply in all material respects with the Securities Act, the Exchange Act and the Trust Indenture Act in connection with the Exchange Offer Materials, the Exchange Offer and the transactions contemplated hereby and thereby, as applicable. If at any time when the Prospectus is required by the Securities Act or Exchange Act to be delivered in connection with the Exchange Offer, any event shall occur or condition shall exist as a result of which it is necessary, in the opinion of counsel for the Dealer Managers or counsel for the Company or the Trust, to amend the Registration Statement or amend or supplement the Prospectus or any other Exchange Offer Materials in order that the Prospectus or such other Exchange Offer Materials will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements in the Prospectus or such other Exchange Offer Materials, in the light of the circumstances under which they were made, not misleading or if, in the opinion of either such counsel, it shall be necessary to amend the Registration Statement or amend or supplement the Prospectus or any other Exchange Offer Materials to comply with the requirements of the Securities Act or Exchange Act, the Company and the Trust will promptly prepare, file with the Commission, subject to Section 4(b) hereof, and furnish, at its own expense to the Dealer Managers and to the dealers (whose names and addresses will be furnished to the Company and the Trust by the Dealer Managers) to which 6.50% Convertible Preferred Stock may have been exchanged, such amendment or supplement as may be necessary to correct such untrue statement or omission or to make the Registration Statement or the Prospectus or such other Exchange Offer Materials comply with such requirements; (c) to endeavor, in cooperation with the Dealer Managers, to qualify the Trust Convertible Preferred Securities for offering and sale in connection with the Exchange Offer under the applicable securities or Blue Sky laws of such jurisdictions as the Dealer Managers may reasonably request and to maintain such qualifications in effect for such time as may be required for the consummation of the Exchange Offer. In each jurisdiction in which the Trust Convertible Preferred Securities have been so qualified, the Trust will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification in effect for a period of not less than one year from the effective date of the Registration Statement; (d) to make generally available to its security holders and to the Dealer Managers as soon as practicable an earnings statement covering a twelve-month period beginning not later than the first day of the Trust's fiscal quarter next following the effective date of the Registration Statement that satisfies the provisions of Section 11(a) of the Securities Act and the rules and regulations of the Commission thereunder; and (e) to use its best efforts to advise or cause the Exchange Agent to advise the Dealer Managers at 5:00 P.M., New York City time, or promptly thereafter, daily (or more frequently if requested), by telephone or facsimile transmission, with respect to 6.50% Convertible Preferred Stock tendered as follows: (i) the aggregate number of 6.50% Convertible Preferred Stock validly tendered and represented by certificates physically held by the Exchange Agent or confirmations of receipt of book-entry transfer of 6.50% Convertible Preferred Stock pursuant to the procedures set forth in the Exchange Offer on such day; (ii) the aggregate number of 6.50% Convertible Preferred Stock represented by Notices of Guaranteed Delivery on such day; (iii) any 6.50% Convertible Preferred Stock properly withdrawn on such day; and (v) the cumulative totals of the number of 6.50% Convertible Preferred Stock in categories (i) through (iii), inclusive, above.

Covenants of the Company and the Trust. Each of the Company and -------------------------------------- the Trust covenants and agrees with the Dealer ManagersManager: (a) To use its reasonable best efforts to cause the Registration Statement, including and any post-effective amendment theretothereof, to become effective as soon as possible but no later than the expiration date of the Exchange Offer; to use its reasonable best efforts to cause any abbreviated registration statement pursuant to Rule 462(b) of the Securities Act as may be required subsequent to the date the Registration Statement is declared effective to become effective as promptly and will notify as possible; to promptly advise the Dealer Managers immediately, Manager in writing (i) of the receipt of any comments from the Commission relating to the Exchange Offer, (ii) when the Registration Statement, any post-effective amendment to the Registration Statement or any abbreviated Registration Statement shall have become effective, or any supplement to the Prospectus or any amended Prospectus or any amended or additional Exchange Offer Materials shall have been filed, (ii) of the receipt of any comments or inquiries from the Commission relating to the Exchange Offer, (iii) of any request by the Commission to amend the Registration Statement or amend or supplement the Prospectus or the other Exchange Offer Materials or for additional information relating to the Exchange Offer and (iv) of (A) the issuance by the Commission of any stop order refusing or suspending the use of any of the Exchange Offer Materials or any qualification of the Trust Convertible Preferred Exchange Securities for offering or sale in connection with the Exchange Offer in any jurisdiction, (B) the institution or threatening of any proceedings for any of such purposes or purposes, (C) the occurrence of any event which could cause the Company or the Trust to withdraw, rescind, terminate or modify the Exchange Offer or would permit the Company or the Trust to exercise any right not to accept 6.50% Convertible Preferred Stock Exchange Securities tendered pursuant to the Exchange Offer, or (D) the institution of any proceedings to remove, suspend or terminate from listing or quotation the Common Stock from any securities exchange upon which it is listed for trading or included or designated for quotation, or the threatening or initiation of any proceedings for any such purposes. Each of the Company and the Trust will use its best reasonable efforts to prevent the issuance of any such stop order, the issuance of any order preventing or suspending such use and the suspension of any such qualification and, if any such order is issued or qualification suspended, to obtain the lifting of such order or suspension at the earliest practicable time;. (b) to To comply in all material respects with the Securities Act, the Exchange Act and the Trust Indenture Act in connection with the Exchange Offer MaterialsOffer, the Exchange Offer Materials and the transactions contemplated hereby and thereby, as applicable. If If, at any time when the Prospectus is required by the Securities Act or the Exchange Act to be delivered in connection with the Exchange Offer, any event shall occur or condition shall exist as a result of which it is necessary, in the reasonable opinion of counsel for the Dealer Managers Manager or counsel for the Company or the Trust, to amend the Registration Statement or amend or supplement the Prospectus or any other Exchange Offer Materials in order that the Prospectus or such other Exchange Offer Materials will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements in the Prospectus or such other Exchange Offer Materials, in the light of the circumstances under which they were made, not misleading or if, in the reasonable opinion of either such counsel, it shall be necessary to amend the Registration Statement or amend or supplement the Prospectus or any other Exchange Offer Materials to comply with the requirements of the Securities Act or Exchange Act, the Company and the Trust will promptly prepare, file with the Commission, subject to Section 4(b) hereof, and furnish, at its their own expense expense, to the Dealer Managers Manager and to the dealers (whose names and addresses will be furnished to the Company and the Trust by the Dealer ManagersManager) to which 6.50% Convertible Preferred Stock Existing Securities may have been exchangedtendered for exchange, such amendment or supplement as may be necessary to correct such untrue statement or omission or to make the Registration Statement or the Prospectus or such other Exchange Offer Materials comply with such requirements;. (c) to endeavor, During such period beginning on the date hereof and ending on such date as in cooperation with the opinion of counsel for the Dealer ManagersManager, the Prospectus is no longer required by law to qualify the Trust Convertible Preferred Securities for offering and sale be delivered in connection with the Exchange Offer Offer, the Company will file all documents required to be filed with the Commission pursuant to Section 13, 14 or 15 of the Exchange Act in the manner and within the time periods required by the Exchange Act. (d) To cooperate with the Dealer Manager and Dealer Manager's counsel to qualify or register the Exchange Securities for sale under (or obtain exemptions from the applicable application of) the state securities or Blue Sky blue sky laws or Canadian provincial Securities laws of such those jurisdictions as designated by the Dealer Managers may reasonably request Manager; to comply with such laws and to maintain continue such qualifications qualifications, registrations and exemptions in effect for such time so long as may be required for the consummation of the Exchange Offer. In ; and in each jurisdiction in which the Trust Convertible Preferred Exchange Securities have been so qualified, the Trust will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification in effect for a period of not less than one year from the effective date of the Registration Statement;; provided that neither the Company nor the Trust shall be required to qualify as a foreign corporation or to take any action that would subject either the Company or the Trust to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. (de) to To make generally available to its security holders and to the Dealer Managers as soon as practicable Manager an earnings statement covering a twelve-month period beginning not later than the first day of the Trust's fiscal quarter next following the effective date of the Registration Statement that satisfies the provisions of Section 11(a) of the Securities Act and the rules and regulations of the Commission thereunder; and. (ef) to To use its best efforts to advise or cause the Exchange Agent to advise the Dealer Managers Manager at 5:00 P.M., New York City time, or promptly thereafter, daily (or more frequently if requested), by telephone or facsimile transmission, with respect to 6.50% Convertible Preferred Stock Existing Securities tendered as follows: (i) the aggregate number of 6.50% Convertible Preferred Stock Existing Securities validly tendered and represented by certificates physically held by the Exchange Agent or confirmations of receipt of book-entry transfer of 6.50% Convertible Preferred Stock Exchange Securities pursuant to the procedures set forth in the Exchange Offer Materials on such day; (ii) the aggregate number liquidation amount of 6.50% Convertible Preferred Stock represented by Notices of Guaranteed Delivery on such day; (iii) any 6.50% Convertible Preferred Stock Existing Securities properly withdrawn on such day; and (viii) the cumulative totals of the number liquidation amount of 6.50% Convertible Preferred Stock Exchange Securities in categories (i) through and (ii) above. (g) During the period of 90 days from the date of the Prospectus, neither the Trust nor the Company will, without the Dealer Manager's prior written consent, directly or indirectly, offer, pledge, sell, sell any option or contract to purchase any option or contract to sell, contract to sell, grant any option to sell, establish an open "put equivalent position" within the meaning of Rule 16a-1(h) of the Exchange Act, or otherwise transfer or dispose of (i) any Exchange Securities, or any equity security convertible into or exchangeable into or exercisable for, Exchange Securities, (ii) Debentures or any debt securities substantially similar to the Debentures, (iii) any equity securities substantially similar to the Exchange Securities, except for the Debentures, Exchange Securities and the Common Securities, (iv) any preferred stock or any other security of the Company that is substantially similar to the Exchange Securities, (v) any shares of any class of common stock of the Company (other than (A) shares of Fleetwood Common Stock issuable upon conversion of the Exchange Securities pursuant to the terms of the Declaration and the Indenture, for payment of interest on the Debentures at the Company's option pursuant to the terms of the Indenture, or pursuant to the exercise of options and warrants outstanding as of the date hereof, or (B) the grant of stock options or other stock-based awards (and the exercise or vesting thereof) to directors, officers and employees of the Company or its subsidiaries pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Prospectus), inclusiveor (vi) any other securities which are convertible into, aboveor exercisable or exchangeable for, any of such securities; or enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of any equity securities of the Company, the Trust or any similar trust, whether any such transaction is to be settled by delivery of equity securities of the Company, the Trust or any similar trust, cash or otherwise. For the avoidance of doubt, it is acknowledged that debt securities substantially similar to the Debentures would be debt securities that have substantially the same rate, maturity and other provisions as the Debentures. (h) Without limiting Sections 5, 7 and 12 of this Agreement, if the transactions contemplated hereby are not consummated by reason of any failure, refusal or inability on the part of the Company to perform any agreement on its part to be performed hereunder or to fulfill any condition of the obligations of the Dealer Manager hereunder, each of the Company and the Trust, jointly and severally, agrees to reimburse the Dealer Manager for all reasonable documented out-of-pocket expenses (including reasonable fees and disbursements of the Dealer Manager's counsel) incurred by the Dealer Manager in connection with the Exchange Offer.

Covenants of the Company and the Trust. The Company and the Trust jointly and severally covenant and agree with you that: (a) Each of the Company and -------------------------------------- the Trust covenants shall file promptly all reports required to be filed by it with the Dealer Managers: (a) To use its best efforts Commission pursuant to cause the Registration StatementSection 13(a), including any post-effective amendment thereto13(c), to become effective promptly and will notify the Dealer Managers immediately, (i) when any post-effective amendment to the Registration Statement shall have become effective, 14 or any supplement to the Prospectus or any amended Prospectus or any amended or additional Exchange Offer Materials shall have been filed, (ii15(d) of the receipt of any comments or inquiries from the Commission relating Exchange Act subsequent to the Exchange Offer, (iii) commencement of any request by the Commission to amend the Registration Statement or amend or supplement the Prospectus or the other Exchange Offer Materials or for additional information relating to the Exchange Offer and (iv) of (A) until the issuance by date on which the Commission of any stop order suspending Outstanding Securities are exchanged for Exchange Securities and the use of any Exchange Offer Materials or any qualification of the Trust Convertible Preferred Securities for offering or sale in connection with the Exchange Offer in any jurisdiction, (B) the institution or threatening of any proceedings for any of such purposes or (C) the occurrence of any event which could cause the Company or the Trust to withdraw, rescind, terminate or modify the Exchange Offer or would permit the Company or the Trust to exercise any right not to accept 6.50% Convertible Preferred Stock tendered Cash Consideration pursuant to the Exchange Offer. Offer (the “Settlement Date”). (b) Each of the Company and the Trust will promptly use its reasonable best efforts to prevent the issuance of any such stop order, the issuance order or of any order suspending the effectiveness of the Registration Statement, preventing or suspending such the use and the suspension of any such Preliminary Prospectus or the Prospectus or suspending the qualification of the Exchange Securities for offering or exchange for Outstanding Securities in any jurisdiction and, if any such order is issued or qualification suspendedissued, to will obtain as soon as possible the lifting of such order or suspension at the earliest practicable time;withdrawal thereof. (bc) to comply in all material respects with the Securities Act, the Exchange Act and the Trust Indenture Act in connection with the Exchange Offer Materials, the Exchange Offer and the transactions contemplated hereby and thereby, as applicable. If at any time when the Prospectus is required by the Securities Act or Exchange Act to be delivered in connection with the Exchange Offer, any event shall occur or condition shall exist as a result of which it is necessary, in the opinion of counsel for the Dealer Managers or counsel for the Company or the Trust, to amend the Registration Statement or amend or supplement the Prospectus or any other Exchange Offer Materials in order that the Prospectus or such other Exchange Offer Materials will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements in the Prospectus or such other Exchange Offer Materials, in the light of the circumstances under which they were made, not misleading or if, in the opinion of either such counsel, it shall be necessary to amend the Registration Statement or amend or supplement the Prospectus or any other Exchange Offer Materials to comply with the requirements of the Securities Act or Exchange Act, the The Company and the Trust will promptly preparefurnish to each of you and your counsel, file with without charge, two conformed copies of the CommissionRegistration Statement (including exhibits thereto) and, subject so long as delivery of a prospectus is required under the Securities Act or the Exchange Act, as many copies of any Preliminary Prospectus, the Prospectus and any supplement thereto as you may reasonably request; and the Company will furnish to Section 4(b) hereof, and furnish, at its own expense to the Dealer Managers you and to your counsel, without charge, during the dealers period beginning on the Commencement Date (whose names as defined herein) and addresses will be furnished continuing to and including the Settlement Date, as many copies of the other Offer Materials and any amendments and supplements thereto as you may reasonably request. (d) The Company and the Trust by will fully comply in a timely manner with the Dealer Managers) to which 6.50% Convertible Preferred Stock may have been exchangedapplicable provisions of Rules 162, such amendment or supplement as may be necessary to correct such untrue statement or omission or to make 424 and 425 under the Registration Statement or the Prospectus or such other Exchange Offer Materials comply with such requirements;Securities Act. (ce) to The Company and the Trust will endeavor, in cooperation with the Dealer Managers, to qualify obtain the Trust Convertible Preferred registration of or qualification of the Exchange Securities for offering offer and sale in connection with the Exchange Offer exchange for Outstanding Securities under the applicable all state securities or Blue Sky “blue sky” laws of such jurisdictions as the Dealer Managers may reasonably request and to maintain such qualifications in effect for such time as may be required for the consummation of the Offer and will continue such qualifications in effect so long as required for the offer and distribution of the Exchange Securities pursuant to the Offer. In ; provided that each of the Company and the Trust shall not be required to qualify to do business in any jurisdiction where it is not now qualified, to take any action which would subject it to general or unlimited service of process in any jurisdiction where it is not now subject or to qualify the Exchange Securities in any jurisdiction (notified to the Dealer Managers prior to the Commencement Date (as defined herein)) in which the Company or the Trust Convertible Preferred Securities have been so qualifiedis unable or unwilling to comply with disclosure or reporting requirements imposed by such jurisdiction. (f) As soon as practicable, the Trust Company will file such statements and reports as may be required by pursuant to the laws of such jurisdiction to continue such qualification Exchange Act in effect for a period of not less than one year from the effective date of the Registration Statement; (d) order to make generally available to its the Trust’s security holders and to the Dealer Managers as soon as practicable an earnings statement covering a twelve-month period beginning not later than the first day or statements of the Trust's fiscal quarter next following the effective date of the Registration Statement that satisfies Company and its subsidiaries which will satisfy the provisions of Section 11(a) and Rule 158 of the Securities Act and covering a period of at least twelve months beginning with the rules and regulations first fiscal quarter of the Commission thereunder; andCompany occurring after the “effective date” (as defined in Rule 158) of the Registration Statement. (eg) to The Company will, and will cause its subsidiaries to, cooperate with you and use its best efforts to advise or cause permit the Exchange Agent Securities to advise the Dealer Managers at 5:00 P.M., New York City time, or promptly thereafter, daily (or more frequently if requested), by telephone or facsimile transmission, with respect to 6.50% Convertible Preferred Stock tendered as follows: (i) the aggregate number of 6.50% Convertible Preferred Stock validly tendered be eligible for clearance and represented by certificates physically held by the Exchange Agent or confirmations of receipt of book-entry transfer of 6.50% Convertible Preferred Stock pursuant to the procedures set forth in the Exchange Offer on such day; (ii) the aggregate number of 6.50% Convertible Preferred Stock represented by Notices of Guaranteed Delivery on such day; (iii) any 6.50% Convertible Preferred Stock properly withdrawn on such day; and (v) the cumulative totals of the number of 6.50% Convertible Preferred Stock in categories (i) settlement through (iii), inclusive, aboveDTC.

Covenants of the Company and the Trust. Each of the Company and -------------------------------------- the Trust covenants and agrees with the Dealer ManagersPlacement Agent: (a) To use its reasonable best efforts to cause the Registration Statement, including and any post-effective amendment theretothereof, to become effective as soon as possible but no later than the expiration date of the Exchange Offer; to use its reasonable best efforts to cause any abbreviated registration statement pursuant to Rule 462(b) of the Securities Act as may be required subsequent to the date the Registration Statement is declared effective to become effective as promptly and will notify as possible; to promptly advise the Dealer Managers immediately, Placement Agent in writing (i) of the receipt of any comments from the Commission relating to the Cash Offer, (ii) when the Registration Statement, any post-effective amendment to the Registration Statement or any abbreviated Registration Statement shall have become effective, or any supplement to the Prospectus or any amended Prospectus or any amended or additional Exchange Offer Materials shall have been filed, (ii) of the receipt of any comments or inquiries from the Commission relating to the Exchange Offer, (iii) of any request by the Commission to amend the Registration Statement or amend or supplement the Prospectus or the other Exchange Offer Materials or for additional information relating to the Exchange Cash Offer and (iv) of (A) the issuance by the Commission of any stop order refusing or suspending the use of any Exchange Offer Materials the Prospectus or any qualification of the Trust Convertible Preferred Additional Securities for offering or sale in connection with the Exchange Cash Offer in any jurisdiction, (B) the institution or threatening of any proceedings for any of such purposes or purposes, (C) the occurrence of any event which could cause the Company or the Trust to withdraw, rescind, terminate or modify the Exchange Cash Offer or would permit the Company or the Trust to exercise any right not to accept 6.50% Convertible Preferred Stock Additional Securities tendered pursuant to the Exchange Cash Offer, or (D) the institution of any proceedings to remove, suspend or terminate from listing or quotation the Common Stock from any securities exchange upon which it is listed for trading or included or designated for quotation, or the threatening or initiation of any proceedings for any such purposes. Each of the Company and the Trust will use its best reasonable efforts to prevent the issuance of any such stop order, the issuance of any order preventing or suspending such use and the suspension of any such qualification and, if any such order is issued or qualification suspended, to obtain the lifting of such order or suspension at the earliest practicable time;. (b) to To comply in all material respects with the Securities Act, the Exchange Act and the Trust Indenture Act in connection with the Exchange Offer MaterialsCash Offer, the Exchange Offer Registration Statement, the Prospectus and the transactions contemplated hereby and thereby, as applicable. If If, at any time when the Prospectus is required by the Securities Act or the Exchange Act to be delivered in connection with the Exchange Cash Offer, any event shall occur or condition shall exist as a result of which it is necessary, in the reasonable opinion of counsel for the Dealer Managers Placement Agent or counsel for the Company or the Trust, to amend the Registration Statement or amend or supplement the Prospectus or any other Exchange Offer Materials in order that the Prospectus or such other Exchange Offer Materials will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements in the Prospectus or such other Exchange Offer MaterialsProspectus, in the light of the circumstances under which they were made, not misleading or if, in the reasonable opinion of either such counsel, it shall be necessary to amend the Registration Statement or amend or supplement the Prospectus or any other Exchange Offer Materials to comply with the requirements of the Securities Act or Exchange Act, the Company and the Trust will promptly prepare, file with the Commission, subject to Section 4(b) hereof, and furnish, at its their own expense expense, to the Dealer Managers Placement Agent and to the dealers (whose names and addresses will be furnished to the Company and the Trust by the Dealer ManagersPlacement Agent) to which 6.50% Convertible Preferred Stock may have been exchangedthey are required to furnish, such amendment or supplement as may be necessary to correct such untrue statement or omission or to make the Registration Statement or the Prospectus or such other Exchange Offer Materials comply with such requirements;. (c) During such period beginning on the date hereof and ending on such date as in the opinion of counsel for the Placement Agent, the Prospectus is no longer required by law to endeavor, in cooperation with the Dealer Managers, to qualify the Trust Convertible Preferred Securities for offering and sale be delivered in connection with the Cash Offer, the Company will file all documents required to be filed with the Commission pursuant to Section 13, 14 or 15 of the Exchange Offer Act in the manner and within the time periods required by the Exchange Act. (d) To cooperate with the Placement Agent and Placement Agent's counsel to qualify or register the Additional Securities for sale under (or obtain exemptions from the applicable application of) the state securities or Blue Sky blue sky laws or Canadian provincial Securities laws of those jurisdictions designated by the Placement Agent; to comply with such jurisdictions as the Dealer Managers may reasonably request laws and to maintain continue such qualifications qualifications, registrations and exemptions in effect for such time so long as may be required for the consummation of the Exchange Cash Offer. In ; and in each jurisdiction in which the Trust Convertible Preferred Additional Securities have been so qualified, the Trust will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification in effect for a period of not less than one year from the effective date of the Registration Statement;; provided that neither the Company nor the Trust shall be required to qualify as a foreign corporation or to take any action that would subject either the Company or the Trust to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. (de) to To make generally available to its security holders and to the Dealer Managers as soon as practicable Placement Agent an earnings statement covering a twelve-month period beginning not later than the first day of the Trust's fiscal quarter next following the effective date of the Registration Statement that satisfies the provisions of Section 11(a) of the Securities Act and the rules and regulations of the Commission thereunder; and. (ef) to To use its best efforts to advise or cause the Exchange Agent to advise the Dealer Managers Placement Agent at 5:00 P.M., New York City time, or promptly thereafter, daily (or more frequently if requested), by telephone or facsimile transmission, with respect to 6.50% Convertible Preferred Stock Existing Securities tendered as follows: (i) the aggregate number of 6.50% Convertible Preferred Stock Existing Securities validly tendered and represented by certificates physically held by the Exchange Agent or confirmations of receipt of book-entry transfer of 6.50% Convertible Preferred Stock Exchange Securities pursuant to the procedures set forth in the Prospectus with respect to the Exchange Offer on such day; (ii) the aggregate number liquidation amount of 6.50% Convertible Preferred Stock represented by Notices of Guaranteed Delivery on such day; (iii) any 6.50% Convertible Preferred Stock Existing Securities properly withdrawn on such day; and (viii) the cumulative totals of the number liquidation amount of 6.50% Convertible Preferred Stock Exchange Securities in categories (i) through and (ii) above. (g) During the period of 90 days from the date of the Prospectus, neither the Trust nor the Company will, without the Placement Agent's prior written consent, directly or indirectly, offer, pledge, sell, sell any option or contract to purchase any option or contract to sell, contract to sell, grant any option to sell, establish an open "put equivalent position" within the meaning of Rule 16a-1(h) of the Exchange Act, or otherwise transfer or dispose of (i) any Additional Securities, or any equity security convertible into or exchangeable into or exercisable for, Additional Securities, (ii) Debentures or any debt securities substantially similar to the Debentures, (iii)) any equity securities substantially similar to the Additional Securities, inclusiveexcept for the Debentures, aboveAdditional Securities and the Common Securities, (iv) any preferred stock or any other security of the Company that is substantially similar to the Additional Securities, (v) any shares of any class of common stock of the Company (other than (A) shares of Fleetwood Common Stock issuable upon conversion of the Additional Securities pursuant to the terms of the Declaration and the Indenture, for payment of interest on the Debentures at the Company's option pursuant to the terms of the Indenture, or pursuant to the exercise of options and warrants outstanding as of the date hereof, (B) the grant of stock options or other stock-based awards (and the exercise or vesting thereof) to directors, officers and employees of the Company or its subsidiaries pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Prospectus, or (vi) any other securities which are convertible into, or exercisable or exchangeable for, any of such securities; or enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of any equity securities of the Company, the Trust or any similar trust, whether any such transaction is to be settled by delivery of equity securities of the Company, the Trust or any similar trust, cash or otherwise. For the avoidance of doubt, it is acknowledged that debt securities substantially similar to the Debentures would be debt securities that have substantially the same rate, maturity and other provisions as the Debentures. (h) Without limiting Sections 5, 7 and 12 of this Agreement, if the transactions contemplated hereby are not consummated by reason of any failure, refusal or inability on the part of the Company to perform any agreement on its part to be performed hereunder or to fulfill any condition of the obligations of the Placement Agent hereunder, each of the Company and the Trust, jointly and severally, agrees to reimburse the Placement Agent for all reasonable documented out-of-pocket expenses (including reasonable fees and disbursements of the Placement Agent's counsel) incurred by the Placement Agent in connection with the Cash Offer.

Covenants of the Company and the Trust. Each of the Company and -------------------------------------- the Trust covenants and agrees with the Dealer ManagersPlacement Agent: (a) To use its reasonable best efforts to cause the Registration Statement, including and any post-effective amendment theretothereof, to become effective as soon as possible but no later than the commencement of the Cash Offer; to use its reasonable best efforts to cause any abbreviated registration statement pursuant to Rule 462(b) of the Securities Act as may be required subsequent to the date the Registration Statement is declared effective to become effective as promptly and will notify as possible; to promptly advise the Dealer Managers immediately, Placement Agent in writing (i) of the receipt of any comments from the Commission relating to the Cash Offer, (ii) when the Registration Statement, any post-effective amendment to the Registration Statement or any abbreviated Registration Statement shall have become effective, or any supplement to the Prospectus or any amended Prospectus or any amended or additional Exchange Offer Materials shall have been filed, (ii) of the receipt of any comments or inquiries from the Commission relating to the Exchange Offer, (iii) of any request by the Commission to amend the Registration Statement or amend or supplement the Prospectus or the other Exchange Offer Materials or for additional information relating to the Exchange Cash Offer and (iv) of (A) the issuance by the Commission of any stop order refusing or suspending the use of any Exchange Offer Materials the Prospectus or any qualification of the Trust Convertible Cash Offer Preferred Securities for offering or sale in connection with the Exchange Cash Offer in any jurisdiction, (B) the institution or threatening of any proceedings for any of such purposes or purposes, (C) the occurrence of any event which could cause the Company or the Trust to withdraw, rescind, terminate or modify the Exchange Cash Offer or would permit the Company or the Trust to exercise any right not to accept 6.50% Convertible Cash Offer Preferred Stock Securities tendered pursuant to the Exchange Cash Offer, or (D) the institution of any proceedings to remove, suspend or terminate from listing or quotation the Common Stock from any securities exchange upon which it is listed for trading or included or designated for quotation, or the threatening or initiation of any proceedings for any such purposes. Each of the Company and the Trust will use its best reasonable efforts to prevent the issuance of any such stop order, the issuance of any order preventing or suspending such use and the suspension of any such qualification and, if any such order is issued or qualification suspended, to obtain the lifting of such order or suspension at the earliest practicable time;. (b) to To comply in all material respects with the Securities Act, the Exchange Act and the Trust Indenture Act in connection with the Exchange Offer MaterialsCash Offer, the Exchange Offer Registration Statement, the Prospectus and the transactions contemplated hereby and thereby, as applicable. If If, at any time when the Prospectus is required by the Securities Act or the Exchange Act to be delivered in connection with the Exchange Cash Offer, any event shall occur or condition shall exist as a result of which it is necessary, in the reasonable opinion of counsel for the Dealer Managers Placement Agent or counsel for the Company or the Trust, to amend the Registration Statement or amend or supplement the Prospectus or any other Exchange Offer Materials in order that the Prospectus or such other Exchange Offer Materials will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements in the Prospectus or such other Exchange Offer MaterialsProspectus, in the light of the circumstances under which they were made, not misleading or if, in the reasonable opinion of either such counsel, it shall be necessary to amend the Registration Statement or amend or supplement the Prospectus or any other Exchange Offer Materials to comply with the requirements of the Securities Act or Exchange Act, the Company and the Trust will promptly prepare, file with the Commission, subject to Section 4(b) hereof, and furnish, at its their own expense expense, to the Dealer Managers Placement Agent and to the dealers (whose names and addresses will be furnished to the Company and the Trust by the Dealer ManagersPlacement Agent) to which 6.50% Convertible Preferred Stock may have been exchangedthey are required to furnish, such amendment or supplement as may be necessary to correct such untrue statement or omission or to make the Registration Statement or the Prospectus or such other Exchange Offer Materials comply with such requirements;. (c) During such period beginning on the date hereof and ending on such date as in the opinion of counsel for the Placement Agent, the Prospectus is no longer required by law to endeavor, in cooperation with the Dealer Managers, to qualify the Trust Convertible Preferred Securities for offering and sale be delivered in connection with the Cash Offer, the Company will file all documents required to be filed with the Commission pursuant to Section 13, 14 or 15 of the Exchange Act in the manner and within the time periods required by the Exchange Act. (d) To cooperate with the Placement Agent and Placement Agent's counsel to qualify or register the Cash Offer Preferred Securities for sale under (or obtain exemptions from the applicable application of) the state securities or Blue Sky blue sky laws or Canadian provincial Securities laws of those jurisdictions designated by the Placement Agent; to comply with such jurisdictions as the Dealer Managers may reasonably request laws and to maintain continue such qualifications qualifications, registrations and exemptions in effect for such time so long as may be required for the consummation of the Exchange Cash Offer. In ; and in each jurisdiction in which the Trust Convertible Cash Offer Preferred Securities have been so qualified, the Trust will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification in effect for a period of not less than one year from the effective date of the Registration Statement;; provided that neither the Company nor the Trust shall be required to qualify as a foreign corporation or to take any action that would subject either the Company or the Trust to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. (de) to To make generally available to its security holders and to the Dealer Managers as soon as practicable Placement Agent an earnings statement covering a twelve-month period beginning not later than the first day of the Trust's fiscal quarter next following the effective date of the Registration Statement that satisfies the provisions of Section 11(a) of the Securities Act and the rules and regulations of the Commission thereunder; and. (ef) [reserved] (g) During the period of 90 days from the date of the Prospectus, neither the Trust nor the Company will, without the Placement Agent's prior written consent, directly or indirectly, offer, pledge, sell, sell any option or contract to use its best efforts purchase any option or contract to advise or cause sell, contract to sell, grant any option to sell, establish an open "put equivalent position" within the meaning of Rule 16a-1(h) of the Exchange Agent to advise the Dealer Managers at 5:00 P.M., New York City timeAct, or promptly thereafter, daily (otherwise transfer or more frequently if requested), by telephone or facsimile transmission, with respect to 6.50% Convertible Preferred Stock tendered as follows: dispose of (i) the aggregate number of 6.50% Convertible any Cash Offer Preferred Stock validly tendered and represented by certificates physically held by the Exchange Agent Securities, or confirmations of receipt of book-entry transfer of 6.50% Convertible any equity security convertible into or exchangeable into or exercisable for, Cash Offer Preferred Stock pursuant to the procedures set forth in the Exchange Offer on such day; Securities, (ii) Debentures or any debt securities substantially similar to the aggregate number of 6.50% Convertible Preferred Stock represented by Notices of Guaranteed Delivery on such day; Debentures, (iii) any 6.50% Convertible equity securities substantially similar to the Cash Offer Preferred Stock properly withdrawn on such day; Securities, except for the Debentures, Cash Offer Preferred Securities and the Common Securities, (iv) any preferred stock or any other security of the Company that is substantially similar to the Cash Offer Preferred Securities, (v) the cumulative totals any shares of any class of common stock of the number Company (other than (A) shares of 6.50% Convertible Fleetwood Common Stock issuable upon conversion of the Cash Offer Preferred Stock Securities pursuant to the terms of the Declaration and the Indenture, for payment of interest on the Debentures at the Company's option pursuant to the terms of the Indenture, or pursuant to the exercise of options and warrants outstanding as of the date hereof, (B) the grant of stock options or other stock-based awards (and the exercise or vesting thereof) to directors, officers and employees of the Company or its subsidiaries pursuant to any stock option, stock bonus or other stock plan or arrangement described in categories the Prospectus, or (ivi) through any other securities which are convertible into, or exercisable or exchangeable for, any of such securities; or enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of any equity securities of the Company, the Trust or any similar trust, whether any such transaction is to be settled by delivery of equity securities of the Company, the Trust or any similar trust, cash or otherwise. For the avoidance of doubt, it is acknowledged that debt securities substantially similar to the Debentures would be debt securities that have substantially the same rate, maturity and other provisions as the Debentures. (iii)h) Without limiting Sections 5, inclusive7 and 12 of this Agreement, aboveif the transactions contemplated hereby are not consummated by reason of any failure, refusal or inability on the part of the Company to perform any agreement on its part to be performed hereunder or to fulfill any condition of the obligations of the Placement Agent hereunder, each of the Company and the Trust, jointly and severally, agrees to reimburse the Placement Agent for all reasonable documented out-of-pocket expenses (including reasonable fees and disbursements of the Placement Agent's counsel) incurred by the Placement Agent in connection with the Cash Offer.