FOURTH AMENDMENT TO WHOLESALE SECURITY AGREEMENT

Exhibit 10.2

FOURTH AMENDMENT TO WHOLESALE SECURITY AGREEMENT

THIS FOURTH AMENDMENT TO WHOLESALE SECURITY AGREEMENT (“Amendment”) is made as of the 14^th day of May 2004 by and between TEXTRON FINANCIAL CORPORATION, a Delaware corporation (“Secured Party”); and the undersigned (jointly and severally, individually and collectively, “Debtor”).

WITNESSETH THAT:

WHEREAS, the Secured Party and Debtor are parties to a certain Wholesale Security Agreement dated August 21, 2002, as may have been previously amended, modified or supplemented (the “Agreement”); and

WHEREAS, the parties hereto desire to amend certain of the terms of the Agreement;

NOW THEREFORE, in consideration of the premises and the mutual obligations hereinafter contained, and for other good and valuable consideration, the receipt whereof is hereby acknowledged, the parties hereto agree as follows:

1. All capitalized terms used and not otherwise defined herein shall have the same meanings provided therefore in the Agreement.

2. Paragraph 6.1 of the Agreement is hereby amended and restated in its entirety to read as follows:

Debtor represents, warrants, covenants, agrees and acknowledges that Debtor receives good and valuable benefit and consideration from its relationship with Fleetwood Enterprises, Inc., and as such represents, warrants, covenants, agrees and acknowledges the failure of Fleetwood Enterprises, Inc., to maintain the following financial covenant shall be an Event of Default hereunder:

(a) If a Minimum Liquidity Event shall occur as of the end of any calendar month, as indicated in any compliance certificate delivered pursuant to Section 5.2(e) of the Other Credit Facility, Fleetwood shall be required to have maintained EBITDA for the most recent period of four consecutive Fiscal Quarters (for which an annual or quarterly compliance certificate has been delivered pursuant to Section 5.2(e) of the Other Credit Facility) ended on the last day of each Fiscal Quarter set forth below of not less than the amount set forth below opposite each such fiscal quarter:

MINIMUM EBITDA		Period Ending
$51,000,000		On the last Sunday in April 2004
$52,000,000		On the last Sunday in July 2004
$55,000,000		On the last Sunday in October 2004
$58,000,000		On the last Sunday in January 2005
$62,000,000		On the last Sunday in April 2005
$65,000,000		Thereafter

“Minimum Liquidity Event” means, as of any calculation date either (a) Fleetwood, on a consolidated basis, has Fleetwood Liquidity of $90,000,000 or less for the calendar month immediately preceding such calculation date or (b) the Borrowers (collectively) have Borrower Liquidity of $60,000,000 or less for the calendar month immediately preceding such calculation date.

(b) Notwithstanding anything contained elsewhere herein, capitalized terms in Sections 6.1(a) hereof shall have the meanings ascribed to them in the Other Credit Facility (defined in Section 9(l) of this Agreement), as amended, in the form of such Other Credit Facility and amendments thereto as the same have been filed by Fleetwood Enterprises, Inc. with the Securities and Exchange Commission prior to the date hereof.

Not later than forty-five calendar days after the last day of each fiscal quarter, or ninety calendar days after the last day of each fiscal year, Fleetwood Enterprises, Inc. shall submit to Secured Party a certificate stating that Debtor is in compliance with each of the foregoing representations, covenants, and warranties (or, if applicable, disclosing any non-compliance therewith) and shall show such supporting information as Secured Party may reasonably request. Each certificate shall be in form and substance reasonably satisfactory to Secured Party and signed by the chief financial officer or chief accounting officer of Fleetwood Enterprises, Inc. (or such other officer if acceptable to Secured Party in its sole discretion). The amounts and calculations referred to above shall be determined as set forth in Sections 6.1(a) or in the definitions of defined terms contained therein, or otherwise in accordance with generally accepted accounting principles consistently applied, excepting only as such principles may be modified above, and Textron’s calculations shall be conclusive absent manifest error.”

3. The Agreement is further amended by deleting Schedule 9(L) and substituting in lieu thereof the Revised Schedule 9(L) attached hereto and incorporated herein by this reference.

4. Except as amended hereby, the Agreement shall remain in full force and effect, and is in all respects hereby ratified and affirmed.

5. This Amendment, and the rights and duties of the parties hereunder, shall be governed by and construed in accordance with the internal laws of the State of Rhode Island, without regard to such jurisdiction’s principles of conflicts of laws. If any provision of this Amendment is determined to be illegal, invalid or unenforceable, such provision shall be fully severable and the remaining provisions shall remain in full force and effect and shall be construed without giving effect to the illegal, invalid or unenforceable provisions.

6. This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which together shall constitute one and the same instrument, and a facsimile signature shall suffice as original for all purposes.

IN WITNESS WHEREOF, the parties hereto have caused this amendment to be executed by their duly authorized officer or representative as of the day and year first above written.

SECURED PARTY: DEBTOR:

TEXTRON FINANCIAL CORPORATION, for itself and as		FLEETWOOD RETAIL CORP. OF ARKANSAS,
agent for its affiliates		an Arkansas corporation
		FLEETWOOD RETAIL CORP. OF GEORGIA,
		a Georgia corporation
By:		FLEETWOOD RETAIL CORP. OF ILLINOIS,
/s/ Xxxxx Xxxxxxxx		a Illinois corporation
Print Name: Xxxxx Xxxxxxxx		FLEETWOOD RETAIL CORP. OF KANSAS,
Print Title: VP, Large Ticket Division		a Delaware corporation
		FLEETWOOD RETAIL CORP. OF LOUISIANA,
		a Louisiana corporation
		FLEETWOOD RETAIL CORPORATION OF MISSOURI,
		a Missouri corporation
		FLEETWOOD RETAIL CORP. OF OHIO,
		a Ohio corporation
		FLEETWOOD HOME CENTERS OF NEVADA, INC.,
		a Nevada corporation
		FLEETWOOD RETAIL CORP. OF OKLAHOMA,
		a Oklahoma corporation
		FLEETWOOD RETAIL CORP. OF SOUTH CAROLINA,
		a South Carolina corporation
		FLEETWOOD RETAIL CORP. OF WEST VIRGINIA,
		a West Virginia corporation
		FLEETWOOD RETAIL CORP. OF WASHINGTON,
		a Delaware corporation
Secured Party’s address for notices:
X.X. Xxx 0000
Xxxxxxxxxx, XX 00000		By:	/s/  Xxxx X. Xxxxxxx
		Print Name: XXXX X. XXXXXXX
		Print Title: AS EXECUTIVE  V.P.
		FOR EACH OF THE FOREGOING DEBTORS

REVISED SCHEDULE 9(L)

Capitalized terms not defined in this Schedule shall have the meaning ascribed to them in the Other Credit Facility.

If a Minimum Liquidity Event shall occur as of the end of any calendar month, as indicated in any compliance certificate delivered pursuant to Section 5.2(e) of the Other Credit Facility (as such term is defined in the Agreement), Fleetwood shall be required to have maintained EBITDA for the most recent period of four consecutive Fiscal Quarters (for which an annual or quarterly compliance certificate has been delivered pursuant to Section 5.2(e) of the Other Credit Facility) ended on the last day of each Fiscal Quarter set forth below of not less than the amount set forth below opposite each such fiscal quarter:

MINIMUM EBITDA		Period Ending
$51,000,000		On the last Sunday in April 2004
$52,000,000		On the last Sunday in July 2004
$55,000,000		On the last Sunday in October 2004
$58,000,000		On the last Sunday in January 2005
$62,000,000		On the last Sunday in April 2005
$65,000,000		Thereafter