THIRD AMENDED AND RESTATED CREDIT AGREEMENT AND CONSENT OF GUARANTORS

Exhibit 10.1

SECOND AMENDMENT TO

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

AND CONSENT OF GUARANTORS

This SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT AND CONSENT OF GUARANTORS (this “Amendment”) is dated as of September 18, 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 by that certain First Amendment to Third Amended and Restated Credit Agreement and Consent of Guarantors dated as of May 25, 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 permit any Subsidiary of Fleetwood to sell property that does not constitute Collateral; 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.     AMENDMENT 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 7.9.  Section 7.9(i) shall be amended by deleting such section and replacing it with the following:

(i)            any sale or other disposition by Fleetwood or any Subsidiary of Fleetwood of property that does not constitute Collateral, provided that the Flexibility Conditions are satisfied as of the date of and both before and immediately after giving effect to such sale or other disposition;

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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 represent and warrant 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.

2.4   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.

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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 3.

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 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.

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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.

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]

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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.

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	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.
	XXXXXX LAKE LUMBER OPERATION, INC.
	CONTINENTAL LUMBER PRODUCTS, INC.
	FLEETWOOD GENERAL PARTNER OF TEXAS, INC.
	FLEETWOOD HOMES INVESTMENT, INC.
	By:	/s/ Xxxxxxx X. XxXxxx
	Name:	Xxxxxxx X. XxXxxx
	Title:	Sr. Vice President – General Counsel
		and Secretary

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GUARANTOR		FLEETWOOD ENTERPRISES, INC., as the
		Guarantor
		By:	/s/ Xxxxxxx X. XxXxxx
		Name:	Xxxxxxx X. XxXxxx
		Title:	Sr. Vice President – General Counsel
			and Secretary

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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/ Xxxx Xxxxxxxxx
		Name:	Xxxx Xxxxxxxxx
		Title:	Vice President

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		XXXXX FARGO FOOTHILL, INC., fka
		FOOTHILL CAPITAL CORPORATION, as
		a Lender
		By:	/s/ Xxxx Xxxxxxx
		Name:	Xxxx Xxxxxxx
		Title:	Vice President

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		THE CIT GROUP/BUSINESS CREDIT,
		INC., as a Lender
		By:	/s/ Xxxx X. Xxxx
		Name:	Xxxx X. Xxxx
		Title:	Vice President

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TEXTRON FINANCIAL CORPORATION,

as a Lender

By:

Name:

Title:

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PNC BANK, NATIONAL ASSOCIATION, as

a Lender

By:

Name:

Title:

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		WACHOVIA CAPITAL FINANCE
		CORPORATION (WESTERN), as a Lender
		By:	/s/ X. X. Xxxxxxxx
		Name:		X. X. Xxxxxxxx
		Title:		Managing Director

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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        day of September, 2007.

GUARANTORS		FLEETWOOD ENTERPRISES, INC.
		FLEETWOOD CANADA LTD.
		FLEETWOOD INTERNATIONAL INC.
		By:	/s/ Xxxxxxx X. XxXxxx
		Name:	Xxxxxxx X. XxXxxx
		Title:	Sr. Vice President – General Counsel
			and Secretary

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Execution Copy

CERTIFICATE OF BORROWERS

The undersigned, the Senior Vice President, General Counsel and Secretary of FLEETWOOD ENTERPRISES, INC. (the “Company”), hereby certifies, as of September 18, 2007, as follows in the name and on behalf of the Company, in accordance with the Third Amended and Restated Credit Agreement dated as of January 5, 2007 by and between the Company as a Guarantor, Fleetwood Holdings Inc. (“Holdings”) and certain Subsidiaries of Holdings (each of Holdings and each such Subsidiary individually, a “Borrower” and, collectively, the “Borrowers”), Bank of America, N.A., in its capacity as administrative agent for the Lenders (in such capacity, the “Agent”) and the Lenders named therein, as amended by that certain First Amendment to Third Amended and Restated Credit Agreement and Consent of Guarantors dated as of May 25, 2007, as amended by that certain Second Amendment to Third Amended and Restated Credit Agreement and Consent of Guarantors dated as of September      , 2007 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”):(1)

1.          No Default or Event of Default has occurred and is continuing as of September 18, 2007;

2.          Each of the representations and warranties made by the Loan Parties in or pursuant to the Second Amendment to Third Amended and Restated Credit Agreement and Consent of Guarantors (the “Second Amendment”) or in or pursuant to the Loan Documents is true and correct in all material respects as if made on and as of September 18, 2007 (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);

3.          All conditions set forth in Section 3 of the Second Amendment have been satisfied.

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(1) Unless otherwise defined herein, all capitalized terms shall have the meanings given them in the Credit Agreement.  This Certificate is a Loan Document.

IN WITNESS WHEREOF, the undersigned have executed and delivered this certificate as of the day and year first above written.

		FLEETWOOD ENTERPRISES, INC.
		By:	/s/ Xxxxxxx X. XxXxxx
		Name:	Xxxxxxx X. XxXxxx
		Title:	Sr. Vice President – General Counsel
			and Secretary

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