RECITALS

Exhibit 10.2

SECOND AMENDMENT TO
CREDIT AGREEMENT AND SECURITY AGREEMENT
AND CONSENT OF GUARANTORS

This SECOND AMENDMENT TO CREDIT AGREEMENT AND SECURITY AGREEMENT AND
CONSENT OF GUARANTORS (this "AMENDMENT") is dated as of December 4, 2001, but
upon its effectiveness in accordance with its terms shall be effective as of
October 28, 2001 and entered into by and among FLEETWOOD ENTERPRISES, INC.
("Fleetwood"), FLEETWOOD HOLDINGS, INC. and its Subsidiaries listed on the
signature pages hereof (collectively, "FMC"), FLEETWOOD RETAIL, INC. and its
Subsidiaries listed on the signature pages hereof (collectively, "FRC"), 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 Credit Agreement dated as of July 27, 2001, as amended
by that certain First Amendment to Credit Agreement and Consent of Guarantors
dated as of December __, 2001 (the "CREDIT AGREEMENT"; capitalized terms used in
this Amendment without definition shall have the meanings given such terms in
the Credit Agreement); and

WHEREAS, the Borrowers have requested amendments to the Credit
Agreement to modify certain covenants and to permit the issuance of additional
subordinated Debt; and

WHEREAS, the Lenders and the Agent are willing to agree to the
amendments requested by the Loan Parties, 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 Lenders, and the
Agent agree as follows:

1. AMENDMENTS 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 AMENDMENTS TO ANNEX A TO CREDIT AGREEMENT (DEFINITIONS). (a) The
following definitions in ANNEX A of the Credit Agreement are amended as set
forth herein:

(i) The definition of "APPLICABLE MARGIN" is amended to delete the last
complete sentence before the grids and to replace it with the
following:

"The Applicable Margin shall be based on Level IV retroactively from
October 28, 2001 until January 27, 2002 and thereafter until delivery
of a Pricing Certificate and Financial

Statements evidencing a need for adjustment under the following grids,
and in no event shall Level I be available until delivery of the
Financial Statements for the Fiscal Year ending April 28, 2002."

(ii) The definitions of "FIXED CHARGE COVERAGE RATIO", "FIXED CHARGES",
"NEW CAPITAL PROCEEDS", "SUBORDINATED DEBT" and "TRUST SECURITIES" are deleted
in their entirety and replaced with the following:

"FIXED CHARGE COVERAGE RATIO" means, with respect to any
fiscal period, the ratio of (a) the sum of (i) EBITDA; PLUS (ii) any
New Capital Proceeds Amount; LESS (iii) the difference (but in no event
less than zero) of (x) Federal, state, local and foreign income taxes
paid in cash, MINUS (y) to the extent such amounts are included in
clause (x), taxes paid in cash as a result of any gain recognized in
connection with the Subordinated Debt Exchange and cash tax refunds
received in respect of Federal, state, local and foreign income taxes
previously paid to (b) Fixed Charges.

"FIXED CHARGES" means, with respect to any fiscal period, for
Fleetwood on a consolidated basis, without duplication (a) interest
expense paid in cash; (b) Capital Expenditures (excluding Capital
Expenditures funded with Debt other than the Revolving Loans); (c)
scheduled principal payments of Debt; (d) Distributions paid in cash by
Fleetwood or the Fleetwood Trust; and (e) without duplication of clause
(d), payments made in cash on Subordinated Debt.

"NEW CAPITAL PROCEEDS" means the amount of cash proceeds
received by Fleetwood after the Closing Date from issuance of its
Capital Stock, any Subordinated Debentures issued in the Subordinated
Debt Exchange or any New Subordinated Debentures, net in each case of
(A) commissions and other customary transaction costs, fees and
expenses properly attributable to such transaction and payable by a
Loan Party in connection therewith (other than any amounts payable to
an Affiliate), (B) transfer taxes payable in connection with such
transaction, and (C) an appropriate reserve for income taxes in
accordance with GAAP in connection therewith and, in the case of any
issuance of Subordinated Debentures, net of cash payments made in
connection with the Subordinated Debt Exchange.

"SUBORDINATED DEBT" means the unsecured Debt from time to time
outstanding under the Subordinated Debentures and the New Subordinated
Debentures and the maximum liability of Fleetwood on any subordinated
Guaranty of the Trust Securities.

"TRUST SECURITIES" means, collectively, (a) the 6% Convertible
Trust Preferred Securities issued by Fleetwood Trust in February 1998,
with a liquidation preference of $50 per share, guaranteed on a
subordinated unsecured basis by Fleetwood, (b) any convertible
preferred securities issued by Fleetwood Trust in exchange therefor in
the Subordinated Debt Exchange, (c) any additional securities issued by
Fleetwood Trust concurrently with, and having the same terms as, the
securities issued in such Subordinated Debt Exchange, and (d) any
convertible preferred securities issued by Fleetwood Trust concurrently
with the issuance of the New Subordinated Debentures, in each

case to the extent and only to the extent that issuance of such
securities is permitted under this Agreement.

(b) The following definitions are added to ANNEX A of the
Credit Agreement in proper alphabetical order:

"DAILY BORROWING BASE CERTIFICATE" has the meaning specified
in the proviso to SECTION 5.2(L).

"FREE CASH FLOW" means, with respect to any fiscal period for
Fleetwood on a consolidated basis, (a) EBITDA; PLUS (b) any New Capital
Proceeds Amount; plus (c) an amount of not more than $7,350,000 paid or
accrued prior to the end of the January 2002 Fiscal Quarter in
connection with the settlement of the class action lawsuit XXXXXXX ET.
XX X. XXXXXXXXX ENTERPRISES, INC.; LESS (d) the sum of (i) the
difference (but in no event less than zero) of (x) Federal, state,
local and foreign income taxes paid in cash MINUS (y) to the extent
such amounts are included in clause (x), taxes paid in cash as a result
of any gain recognized in connection with the Subordinated Debt
Exchange and any cash tax refunds received in respect of Federal,
state, local and foreign taxes previously paid; (ii) interest expense
paid in cash; (iii) Capital Expenditures (excluding Capital
Expenditures funded with Debt other than the Revolving Loans); (iv)
scheduled principal payments of Debt; (v) Distributions paid in cash by
Fleetwood or the Fleetwood Trust; and (vi) without duplication of
clause (v), payments made in cash on the Subordinated Debt.

"FIRST AMENDMENT" means the First Amendment to Credit
Agreement and Consent of Guarantors dated as of December __, 2001 among
Fleetwood, the Borrowers, the Lenders and the Agent.

"NEW CAPITAL PROCEEDS AMOUNT" means, with respect to any
fiscal period, the net amount of New Capital Proceeds received by the
Borrowers in cash during such period but not in excess of $18,000,000
of New Capital Proceeds received from Acqua Wellington Private
Placement Fund, Ltd. prior to the effective date of the Second
Amendment plus up to an additional $5,000,000 of additional New Capital
Proceeds received after the effective date of the Second Amendment.

"NEW SUBORDINATED DEBENTURES" means up to $45,000,000 in
aggregate principal amount of unsecured, convertible subordinated
debentures issued by Fleetwood after the effective date of the Second
Amendment, in accordance with SECTION 7.29 (B).

"SECOND AMENDMENT" means the Second Amendment to Credit
Agreement and Security Agreement and Consent of Guarantors dated as of
December ___, 2001 among Fleetwood, the Borrowers, the Lenders and the
Agent.

"WEEKLY BORROWING BASE CERTIFICATE" has the meaning specified
in SECTION 5.2(L).

1.2 AMENDMENTS TO SECTION 5.2. Section 5.2 of the Credit Agreement is
amended to (a) delete SUBSECTION (C) and replace it with the following:

"(c) As soon as available, but in any event no later than 30
days after the end of each fiscal month (other than any month which is
also the end of a Fiscal Quarter), consolidated and consolidating (by
Business Unit) unaudited balance sheets of Fleetwood and its
consolidated Subsidiaries as at the end of such fiscal month, and
consolidated and consolidating (by Business Unit) unaudited income
statements and consolidated unaudited cash flow statements for
Fleetwood and its consolidated Subsidiaries for such fiscal month and
for the period from the beginning of the Fiscal Year to the end of such
fiscal month, all in reasonable detail, fairly presenting the financial
position and results of operations of Fleetwood and its consolidated
Subsidiaries as at the date thereof and for such periods, and, in each
case, in comparable form, figures for the corresponding period in the
budget of Fleetwood and its Subsidiaries and, beginning with the
financial statements for November 2002, for the corresponding period in
the prior Fiscal Year, and prepared in accordance with GAAP applied
consistently with the audited Financial Statements required to be
delivered pursuant to SECTION 5.2(A). Fleetwood shall certify by a
certificate signed by its chief financial officer or chief accounting
officer that all such statements have been prepared in accordance with
GAAP and present fairly the financial position of Fleetwood and its
Subsidiaries as at the dates thereof and its results of operations for
the periods then ended, subject to normal year-end adjustments and the
absence of footnotes required by GAAP."

1.3 AMENDMENT TO SECTION 7.10. SECTION 7.10(A)(III) is amended to add
"and the New Subordinated Debentures" after "Subordinated Debentures."

1.4 AMENDMENT TO SECTION 7.23. Section 7.23 of the Credit Agreement is
amended to delete the chart contained therein and to replace it with the
following:

PERIOD FIXED CHARGE
ENDING COVERAGE RATIO
----------------------- ---------------

On the last Sunday in 1.10:1
October 2002
----------------------- --------------------
On the last Sunday in 1.15:1
January 2003
----------------------- --------------------
On the last Sunday in 1.25:1
April 2003 and each
Fiscal Quarter
thereafter
----------------------- --------------------

1.5 AMENDMENT TO SECTION 7.24 SECTION 7.24 of the Credit Agreement is
deleted in its entirety and replaced with the following:

"7.24 FREE CASH FLOW. On a consolidated basis, Fleetwood shall have
Free Cash Flow, calculated for the periods set forth below, of at least the
amounts set forth below opposite each such Fiscal Quarter:

PERIOD FREE CASH FLOW

Fiscal Quarter ended on the last $(5,000,000)
Sunday in October 2001

Two Fiscal Quarters ended on the $(21,000,000)
last Sunday in January 2002

Three Fiscal Quarters ended on the $(14,000,000)
last Sunday in April 2002

Four Fiscal Quarters ended on the $(3,000,000)
last Sunday in July 2002

1.6 AMENDMENT TO SECTION 7.29. SECTION 7.29 is amended to renumber the
existing section as subsection (a), to delete the reference to "one hundred and
fifty percent (150%)" in clause (iii) of the PROVISO and replace it with "one
hundred sixty-three percent (163%)" and to add a new subsection (b) to read as
follows:

"(b) In addition to the Subordinated Debt Exchange, after the effective
date of the Second Amendment, Fleetwood may issue New Subordinated
Debentures if (i) the amount of the aggregate annual payments with
respect to the Subordinated Debt, after giving effect to such issuance,
does not exceed one hundred sixty-three percent (163%) of the amount of
the aggregate annual payments with respect to Subordinated Debt on the
Closing Date; (ii) the rate of interest for the New Subordinated
Debentures does not exceed twelve percent (12%); (iii) the ability of
Fleetwood to defer cash payments on the New Subordinated Debentures and
of Fleetwood Trust to defer payments on the Trust Securities is no less
favorable than those contained in the Subordinated Debt on the Closing
Date (PROVIDED, that the ability to make payments with the issuance of
new securities shall be treated as deferral of cash payments for
purposes of this clause (iii)) and the subordination terms of the New
Subordinated Debentures and any related Trust Securities are no less
favorable to the Lenders than those contained in the Subordinated Debt
on the Closing Date and (iv) other than as approved by the Majority
Lenders in the August 29, 2001 letter with respect to the Subordinated
Debt Exchange, all other terms of such New Subordinated Debentures are
acceptable to the Majority Lenders. Fleetwood will not, and will not
permit any of its Subsidiaries to, make any cash payments or
prepayments with respect to the New Subordinated Debentures other than,
so

long as no Default or Event of Default has occurred and is
continuing on the date of payment, both before and after giving effect
to such payment, and so long as Fleetwood has not elected to defer
payment in accordance with the New Subordinated Debentures, payments of
interest when due under the terms of the New Subordinated Debentures
(without acceleration); PROVIDED that payment under this sentence shall
not duplicate payments made under SECTION 7.10(A)(III)."

1.7 DELETION OF SECTION 13.19; AMENDMENT OF SCHEDULE 1.2. SECTION 13.19
of the Credit Agreement is deleted in its entirety and SCHEDULE 1.2 of the
Credit Agreement is deleted and replaced with SCHEDULE 1.2 attached hereto.

2. AMENDMENT TO SECURITY AGREEMENT. Section 9 of the Security Agreement
is amended to delete CLAUSE (A) in its entirety and to replace it with the
following:

"(a) at the times specified in SECTION 5.2(L) of the Credit Agreement,
a schedule of the Borrowers' Accounts created, credits given, cash collected and
other adjustments to Accounts since the last such schedule, together with a
Borrowing Base Certificate;"

3. ADDITIONAL COVENANTS.

3.1 (a) The Loan Parties have engaged Triple Net Advisors ("REAL ESTATE
CONSULTANT") to advise them with respect to real estate finance matters,
including sale/leaseback and mortgage transactions. On or before December 31,
2001, Fleetwood and Borrowers shall have entered into an engagement letter with
the Real Estate Consultant, with a scope of engagement acceptable to Agent.
Without limiting the rights of Agent and the Lenders under the Loan Documents,
the Loan Parties shall direct and authorize the Real Estate Consultant, and all
of the Loan Parties' officers, to disclose fully to Agent and Lenders, and any
advisors engaged by Agent or its counsel, all information reasonably requested
by Agent or such advisors regarding the matters on which such Real Estate
Consultant has been engaged. The Loan Parties waive, and release the Real Estate
Consultant from, the terms of any confidentiality agreement with any Loan Party
for the sole purpose of permitting such Real Estate Consultant to provide
information to Agent and Lenders and any advisors engaged by Agent or its
counsel. The Loan Parties shall, and hereby do, authorize and direct the Real
Estate Consultant to communicate freely and directly with Agent and Lenders and
advisors engaged by Agent or its counsel, without the involvement of any Loan
Party if requested by Agent, to advise Agent and Lenders of the status and
results of their engagement by the Loan Parties and to provide Agent and Lenders
with any written report or proposal related to the scope of such engagement..
Any failure by any Loan Party to cure or to deliver to Agent and Lenders the
information required hereby, or to use its best efforts to cause the Real Estate
Consultant to cure, any breach of the covenant contained herein within five (5)
Business Days after written notice of such breach, shall constitute an Event of
Default.

(b) In addition to the Real Estate Consultant, the Loan Parties have
engaged Xxxx & Company ("BAIN") with respect to all other finance matters. On or
before December 31, 2001, Fleetwood and Borrowers shall have entered into an
engagement letter with Bain, with a scope of engagement acceptable to Agent.
Without limiting the rights of Agent and the Lenders under the

Loan Documents, the Loan Parties shall direct and authorize Bain, and all of the
Loan Parties' officers, with the participation of and in the presence of the
Loan Parties, to disclose fully to Agent and Lenders, and any advisors engaged
by Agent or its counsel, all information reasonably requested by Agent or such
advisors with respect to the Loan Parties' affairs and/or business operations,
the Collateral or other matters within the scope of Xxxx'x engagement and
provide Agent and Lenders with any written report or proposal of Bain related to
such matters. The Loan Parties waive, and release Bain from, the terms of any
confidentiality agreement with any Loan Party for the sole purpose of permitting
Bain to provide information to Agent and Lenders and any advisor engaged by
Agent or its counsel. Any failure by any Loan Party to cure or to deliver to
Agent and Lenders the information required hereby, or to use best efforts to
cause Bain to cure, any breach of the covenant contained herein within five (5)
Business Days after written notice of such breach, shall constitute an Event of
Default.

(c) Without limiting the rights of Agent and Lenders under the Loan
Documents, the Loan Parties acknowledge and consent to the retention by or on
behalf of Agent or its counsel of independent consultants and advisors
("ADVISORS") to, among other things, consult with the Real Estate Consultant and
Bain and analyze reports and proposals and to provide other consultant and
advisory services reasonably requested by the Agent, its counsel or the Lenders
relating to the Loan Parties' affairs, finances, financial condition, prospects
and/or business operations, the Collateral and the ability of the Loan Parties
to repay the Obligations. The Loan Parties jointly and severally agree to pay or
to reimburse the Lenders and the Agent on demand for all reasonable fees, costs
and expenses of the Advisors and acknowledge that such fees, costs and expenses
shall constitute part of the Obligations secured by the Collateral. The Loan
Parties further acknowledge and agree that the Agent may elect to maintain the
confidentiality of all analyses, reports and advice of such Advisors so as to be
covered by attorney work product or other privileges, and consequently such
matters would be exempt from disclosure to the Loan Parties. The Loan Parties
shall cooperate fully with the Advisors, and cause the Real Estate Consultant
and Bain to cooperate with the Advisors and provide the information required by
this Section 3.1, and upon reasonable notice from Agent make the officers of the
Loan Parties available to the Advisors to provide information reasonably
requested by Agent, its counsel or such Advisors in order to provide the
services described in this subsection (c).

3.2 Any cash payments made to settle the class action lawsuit XXXXXXX
ET AL VS. FLEETWOOD ENTERPRISES, INC. shall be paid with funds from Excluded
Subsidiaries or from New Capital Proceeds not contributed to Borrowers (and
therefore excluded from the New Capital Proceeds Amount).

4. REPRESENTATIONS AND WARRANTIES OF FLEETWOOD AND THE BORROWERS. In
order to induce the Lenders and the Agent to enter into this Amendment, each of
Fleetwood and each Borrower represents and warrants to each Lender, the Issuing
Bank and the Agent that the following statements are true, correct and complete:

4.1 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 and Security Agreement.

4.2 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 and Security Agreement as amended hereby have
been duly authorized by all necessary corporate action on the part of each of
the Loan Parties.

4.3 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 Credit Party under or in respect of the Credit Agreement
and Security 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.

4.4 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.

4.5 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.

4.6 NO MATERIAL ADVERSE EFFECT. No event has occurred that has
resulted, or could reasonably be expected to result, in a Material Adverse
Effect.

4.7 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.

5. CONDITIONS TO EFFECTIVENESS OF THIS AMENDMENT. This Amendment 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 Majority Lenders and only if and when each of the following
conditions is satisfied:

5.1 EFFECTIVENESS OF FIRST AMENDMENT. The First Amendment is effective
pursuant to the terms thereof on or prior to the effectiveness of the date
hereof.

5.2 CONSENT OF GUARANTORS. Each of the Guarantors shall have executed
and delivered to the Agent the Consent.

5.3 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.

5.4 FEES AND EXPENSES. The Borrowers shall have paid to the Agent all
fees and expenses incurred in connection with this Amendment, including those
fees owing under the fee letter of even date herewith.

5.5 OTHER DOCUMENTS. The Agent shall have received such documents as
the Agent may reasonably request in connection with this Amendment.

6. 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 and all references to the Security Agreement shall
mean the Security Agreement as amended hereby. Except as expressly amended
hereby or waived herein, the Credit Agreement, the Security 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. 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. 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. The execution, delivery and effectiveness of
this Amendment do 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.

9. 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]

IN WITNESS WHEREOF, each of the undersigned has duly executed this
Second Amendment to Credit Agreement and Security Agreement as of the date set
forth above.

FMC 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.

S-1

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/ Xxxx. X. Xxxxxxx
Name: Xxxx. X. Xxxxxxx
Title: Senior Vice President and Chief Financial
Officer

S-2

FRC BORROWERS FLEETWOOD RETAIL CORP.

FLEETWOOD RETAIL CORP. OF CALIFORNIA

FLEETWOOD RETAIL CORP. OF IDAHO

FLEETWOOD RETAIL CORP. OF KENTUCKY

FLEETWOOD RETAIL CORP. OF MISSISSIPPI

FLEETWOOD RETAIL CORP. OF NORTH CAROLINA

FLEETWOOD RETAIL CORP. OF OREGON

FLEETWOOD RETAIL CORP. OF VIRGINIA

By: /s/ Xxxx. X. Xxxxxxx
Name: Xxxx X. Xxxxxxx
Title: Senior Vice President and Chief
Financial Officer

GUARANTOR FLEETWOOD ENTERPRISES, INC., as the Guarantor

By: /s/ Xxxx. X. Xxxxxxx
Name: Xxxx X. Xxxxxxx
Title: Senior Vice President and Chief Financial
Officer

S-3

BANK OF AMERICA, N.A., as the Agent and
a Lender

By: /s/ Xxxxx X. Xxxxx
Name: Xxxxx X. Xxxxx
Title: Vice President

S-4

CITICORP USA, INC., AS A LENDER

By: /s/ Xxxxx X. XxXxxxxx
Name: Xxxxx X. XxXxxxxx
Title: Vice President

S-5

XXXXXX FINANCIAL, INC., as a Lender

By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Vice President

S-6

THE CIT GROUP/BUSINESS CREDIT, INC., as a Lender

By: /s/ Xxxx Xxxxxx
Name: Xxxx Xxxxxx
Title: Vice President

S-7

FOOTHILL CAPITAL CORPORATION, as a Lender

By: /s/ Xxxx Xxxxxxx
Name: Xxxx Xxxxxxx
Title: Assistant Vice President

S-8

GMAC COMMERCIAL CREDIT LLC, as a Lender

By: /s/ Xxxxxxx Xxx
Name: Xxxxxxx Xxx
Title: Vice President

S-9

CONSENT OF GUARANTORS

Each of the undersigned is a Guarantor of the Obligations of the FMC Borrowers
and/or FRC 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 4th day of December, 2001.

FMC 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

Consent
S-1

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.

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.

Consent
S-2

FLEETWOOD GENERAL PARTNER OF TEXAS, INC.

FLEETWOOD HOMES INVESTMENT, INC.

By: /s/ Xxxx. X. Xxxxxxx
Name: Xxxx. X. Xxxxxxx
Title: Senior Vice President and Chief Financial
Officer

Consent
S-3

FRC BORROWERS FLEETWOOD RETAIL CORP.

FLEETWOOD RETAIL CORP. OF CALIFORNIA

FLEETWOOD RETAIL CORP. OF IDAHO

FLEETWOOD RETAIL CORP. OF KENTUCKY

FLEETWOOD RETAIL CORP. OF MISSISSIPPI

FLEETWOOD RETAIL CORP. OF NORTH CAROLINA

FLEETWOOD RETAIL CORP. OF OREGON

FLEETWOOD RETAIL CORP. OF VIRGINIA

By: /s/ Xxxx. X. Xxxxxxx
Name: Xxxx X. Xxxxxxx
Title: Senior Vice President and Chief
Financial Officer

OTHER GUARANTORS FLEETWOOD ENTERPRISES, INC.
FLEETWOOD CANADA LTD.
BUCKINGHAM DEVELOPMENT CO.
FLEETWOOD INTERNATIONAL INC.

By: /s/ Xxxx. X. Xxxxxxx
Name: Xxxx X. Xxxxxxx
Title: Senior Vice President and Chief Financial
Officer

Consent
S-4

SCHEDULE 1.2

LENDERS' COMMITMENTS

REVOLVING TERM LOAN
LENDER CREDIT COMMITMENT COMMITMENT

BANK OF AMERICA, N.A. $40,000,000 $10,000,000
XXXXXX FINANCIAL, INC. $25,000,000 $10,000,000
CITICORP USA, INC. $50,000,000 0
THE CIT GROUP/ BUSINESS CREDIT, INC. $30,000,000 0
FOOTHILL CAPITAL CORPORATION $30,000,000 0
GMAC COMMERCIAL CREDIT LLC $15,000,000 $10,000,000
TOTAL

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