{"id":40959,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/credit-agreement-fleetwood-enterprises-inc-bank-of-america.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"credit-agreement-fleetwood-enterprises-inc-bank-of-america","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/credit-agreement-fleetwood-enterprises-inc-bank-of-america.html","title":{"rendered":"Credit Agreement – Fleetwood Enterprises Inc., Bank of America NA, Citicorp USA Inc., Heller Financial Inc."},"content":{"rendered":"
                                                        EXECUTION COPY\n\n                                CREDIT AGREEMENT\n\n                            Dated as of July 27, 2001\n\n                                      Among\n\n                    THE FINANCIAL INSTITUTIONS NAMED HEREIN,\n\n                                 AS THE LENDERS;\n\n                             BANK OF AMERICA, N.A.,\n\n                          AS THE ADMINISTRATIVE AGENT;\n\n                               CITICORP USA, INC.,\n\n                           AS THE DOCUMENTATION AGENT;\n\n                             HELLER FINANCIAL, INC.,\n\n                            AS THE SYNDICATION AGENT;\n\n                          FLEETWOOD ENTERPRISES, INC.,\n\n                                 AS A GUARANTOR;\n\n                                       and\n\n          FLEETWOOD HOLDINGS INC., and certain of its Subsidiaries,\n\n                                       and\n\n           FLEETWOOD RETAIL CORP., and certain of its Subsidiaries,\n\n                                AS THE BORROWERS.\n\n\n\n                                TABLE OF CONTENTS\n<\/pre>\n\n
\n                                                                                             PAGE
\n                                                                                             —-
\n                                                                                          
\nARTICLE 1 LOANS AND LETTERS OF CREDIT………………………………………………….2<\/p>\n
         1.1      Total Facility………………………………………………………2
\n         1.2      Revolving Loans……………………………………………………..2
\n         1.3      Term Loans………………………………………………………….6
\n         1.4      Letters of Credit……………………………………………………6
\n         1.5      Bank Products………………………………………………………10
\n         1.6      Joint and Several Obligations; Contribution Rights……………………..11
\n         1.7      Borrowing Agency Provisions………………………………………….15
\n         1.8      Senior Debt………………………………………………………..17<\/p>\n
ARTICLE 2 INTEREST AND FEES………………………………………………………….17<\/p>\n
         2.1      Interest…………………………………………………………..17
\n         2.2      Continuation and Conversion Elections…………………………………17
\n         2.3      Maximum Interest Rate……………………………………………….18
\n         2.4      Closing Fee………………………………………………………..19
\n         2.5      Unused Line Fee…………………………………………………….19
\n         2.6      Letter of Credit Fee………………………………………………..19<\/p>\n
ARTICLE 3 PAYMENTS AND PREPAYMENTS……………………………………………………20<\/p>\n
         3.1      Revolving Loans…………………………………………………….20
\n         3.2      Termination of Facility……………………………………………..20
\n         3.3      Repayment of the Term Loans………………………………………….20
\n         3.4      Prepayments of the Loans…………………………………………….21
\n         3.5      LIBOR Rate Loan Prepayments………………………………………….22
\n         3.6      Payments by the Borrowers……………………………………………22
\n         3.7      Payments as Revolving Loans………………………………………….22
\n         3.8      Apportionment, Application and Reversal of Payments…………………….23
\n         3.9      Indemnity for Returned Payments………………………………………23
\n         3.10     The Agent’s and Lenders’ Books and Records; Monthly Statements…………..24
\n         3.11     Release of FRC Borrower……………………………………………..24<\/p>\n
ARTICLE 4 TAXES, YIELD PROTECTION AND ILLEGALITY……………………………………….25<\/p>\n
         4.1      Taxes……………………………………………………………..25
\n         4.2      Illegality…………………………………………………………26
\n         4.3      Increased Costs and Reduction of Return……………………………….27
\n         4.4      Funding Losses……………………………………………………..27
\n         4.5      Inability to Determine Rates…………………………………………28
\n         4.6      Certificates of the Agent……………………………………………28
\n         4.7      Survival…………………………………………………………..28<\/p>\n
                                       i<\/p>\n
ARTICLE 5 BOOKS AND RECORDS; FINANCIAL INFORMATION; NOTICES……………………………..28<\/p>\n
         5.1      Books and Records…………………………………………………..28
\n         5.2      Financial Information……………………………………………….28
\n         5.3      Notices to the Lenders………………………………………………31<\/p>\n
ARTICLE 6 GENERAL WARRANTIES AND REPRESENTATIONS……………………………………….33<\/p>\n
         6.1      Authorization, Validity, and Enforceability of this Agreement and the
\n                  Loan Documents……………………………………………………..34
\n         6.2      Validity and Priority of Security Interest…………………………….34
\n         6.3      Organization and Qualification……………………………………….34
\n         6.4      Corporate Name; Prior Transactions……………………………………34
\n         6.5      Subsidiaries and Affiliates………………………………………….35
\n         6.6      Financial Statements and Projections………………………………….35
\n         6.7      Capitalization……………………………………………………..35
\n         6.8      Solvency…………………………………………………………..36
\n         6.9      Debt………………………………………………………………36
\n         6.10     Distributions………………………………………………………36
\n         6.11     Real Estate; Leases…………………………………………………36
\n         6.12     Proprietary Rights………………………………………………….36
\n         6.13     Trade Names………………………………………………………..36
\n         6.14     Litigation…………………………………………………………37
\n         6.15     Labor Disputes……………………………………………………..37
\n         6.16     Environmental Laws………………………………………………….37
\n         6.17     No Violation of Law…………………………………………………38
\n         6.18     No Default…………………………………………………………38
\n         6.19     ERISA Compliance……………………………………………………38
\n         6.20     Taxes……………………………………………………………..39
\n         6.21     Regulated Entities………………………………………………….39
\n         6.22     Use of Proceeds; Margin Regulations…………………………………..39
\n         6.23     Copyrights, Patents, Trademarks and Licenses, etc………………………39
\n         6.24     No Material Adverse Change…………………………………………..40
\n         6.25     Full Disclosure…………………………………………………….40
\n         6.26     Material Agreements…………………………………………………40
\n         6.27     Bank Accounts………………………………………………………40
\n         6.28     Governmental Authorization…………………………………………..40
\n         6.29     Senior Debt………………………………………………………..40<\/p>\n
ARTICLE 7 AFFIRMATIVE AND NEGATIVE COVENANTS…………………………………………..40<\/p>\n
         7.1      Taxes and Other Obligations………………………………………….41
\n         7.2      Legal Existence and Good Standing…………………………………….41
\n         7.3      Compliance with Law and Agreements; Maintenance of Licenses……………..41
\n         7.4      Maintenance of Property; Inspection of Property………………………..41
\n         7.5      Insurance………………………………………………………….42
\n         7.6      Insurance and Condemnation Proceeds…………………………………..43<\/p>\n
                                      ii<\/p>\n
         7.7      Environmental Laws………………………………………………….43
\n         7.8      Compliance with ERISA……………………………………………….44
\n         7.9      Mergers, Consolidations or Sales……………………………………..45
\n         7.10     Distributions; Capital Change; Restricted Investments…………………..46
\n         7.11     Transactions Affecting Collateral or Obligations……………………….47
\n         7.12     Guaranties…………………………………………………………47
\n         7.13     Debt………………………………………………………………48
\n         7.14     Prepayment…………………………………………………………50
\n         7.15     Transactions with Affiliates…………………………………………50
\n         7.16     Investment Banking and Finder’s Fees………………………………….50
\n         7.17     Business Conducted………………………………………………….51
\n         7.18     Liens……………………………………………………………..51
\n         7.19     Sale and Leaseback Transactions………………………………………51
\n         7.20     New Subsidiaries……………………………………………………51
\n         7.21     Fiscal Year………………………………………………………..51
\n         7.22     Capital Expenditures………………………………………………..51
\n         7.23     Fixed Charge Coverage Ratio………………………………………….52
\n         7.24     EBITDA…………………………………………………………….52
\n         7.25     Minimum Aggregate Availability……………………………………….52
\n         7.26     Contribution of Management Fees………………………………………53
\n         7.27     Use of Proceeds…………………………………………………….53
\n         7.28     Further Assurances; Additional Mortgages………………………………53
\n         7.29     Subordinated Debt; Trust Securities…………………………………..54
\n         7.30     Advisors for Sale of Term Loan Collateral……………………………..54<\/p>\n
ARTICLE 8 CONDITIONS OF LENDING………………………………………………………55<\/p>\n
         8.1      Conditions Precedent to Making of Loans on the Initial Funding Date………55
\n         8.2      Conditions Precedent to Each Loan…………………………………….58<\/p>\n
ARTICLE 9 DEFAULT; REMEDIES………………………………………………………….59<\/p>\n
         9.1      Events of Default…………………………………………………..59
\n         9.2      Remedies…………………………………………………………..62<\/p>\n
ARTICLE 10 TERM AND TERMINATION………………………………………………………63<\/p>\n
         10.1     Term and Termination………………………………………………..63<\/p>\n
ARTICLE 11 AMENDMENTS; WAIVERs; PARTICIPATIONS; ASSIGNMENTS; SUCCESSORS…………………..64<\/p>\n
         11.1     Amendments and Waivers………………………………………………64
\n         11.2     Assignments; Participations………………………………………….66<\/p>\n
ARTICLE 12 THE AGENT………………………………………………………………..68<\/p>\n
         12.1     Appointment and Authorization………………………………………..68<\/p>\n
                                      iii<\/p>\n
         12.2     Delegation of Duties………………………………………………..69
\n         12.3     Liability of the Agent………………………………………………69
\n         12.4     Reliance by the Agent……………………………………………….69
\n         12.5     Notice of Default…………………………………………………..69
\n         12.6     Credit Decision…………………………………………………….70
\n         12.7     Indemnification…………………………………………………….70
\n         12.8     The Agent in Individual Capacity……………………………………..70
\n         12.9     Successor Agent…………………………………………………….71
\n         12.10    Withholding Tax…………………………………………………….71
\n         12.11    Collateral Matters………………………………………………….72
\n         12.12    Restrictions on Actions by Lenders; Sharing of Payments…………………74
\n         12.13    Agency for Perfection……………………………………………….74
\n         12.14    Payments by the Agent to Lenders……………………………………..75
\n         12.15    Settlement…………………………………………………………75
\n         12.16    Letters of Credit; Intra-Lender Issues………………………………..78
\n         12.17    Concerning the Collateral and the Related Loan Documents………………..81
\n         12.18    Field Audit and Examination Reports; Disclaimer by Lenders………………81
\n         12.19    Relation Among Lenders………………………………………………82
\n         12.20    Co-Agents………………………………………………………….82
\n         12.21    Collateral Priority…………………………………………………82<\/p>\n
ARTICLE 13 MISCELLANEOUS…………………………………………………………….82<\/p>\n
         13.1     No Waivers; Cumulative Remedies………………………………………82
\n         13.2     Severability……………………………………………………….83
\n         13.3     Governing Law; Choice of Forum; Service of Process……………………..83
\n         13.4     WAIVER OF JURY TRIAL………………………………………………..84
\n         13.5     Survival of Representations and Warranties…………………………….84
\n         13.6     Other Security and Guaranties………………………………………..84
\n         13.7     Fees and Expenses…………………………………………………..84
\n         13.8     Notices……………………………………………………………85
\n         13.9     Waiver of Notices…………………………………………………..86
\n         13.10    Binding Effect……………………………………………………..86
\n         13.11    Indemnity of the Agent and the Lenders by the Borrower………………….87
\n         13.12    Limitation of Liability……………………………………………..87
\n         13.13    Final Agreement…………………………………………………….88
\n         13.14    Counterparts……………………………………………………….88
\n         13.15    Captions…………………………………………………………..88
\n         13.16    Right of Setoff…………………………………………………….88
\n         13.17    Confidentiality…………………………………………………….89
\n         13.18    Conflicts with Other Loan Documents…………………………………..89
\n         13.19    Increases in Total Revolving Credit Commitment…………………………90
\n<\/c><\/s><\/caption>\n<\/table>\n
                                      iv<\/p>\n
                        ANNEXES, EXHIBITS AND SCHEDULES <\/p>\n\n                      
\nANNEX A             –    DEFINED TERMS<\/p>\n
EXHIBIT A-1         –    FORM OF REVOLVING LOAN NOTE<\/p>\n
EXHIBIT A-2         –    FORM OF TERM LOAN NOTE<\/p>\n
EXHIBIT B           –    FORM OF BORROWING BASE CERTIFICATE<\/p>\n
EXHIBIT C           –    FINANCIAL STATEMENTS<\/p>\n
EXHIBIT D           –    FORM OF NOTICE OF BORROWING<\/p>\n
EXHIBIT E           –    FORM OF NOTICE OF CONTINUATION\/CONVERSION<\/p>\n
EXHIBIT F           –    FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT<\/p>\n
SCHEDULE 1.2        –    LENDERS’ COMMITMENTS (ANNEX A – DEFINED TERMS)<\/p>\n
SCHEDULE 1.3        –    EXCLUDED RETAIL SUBSIDIARIES<\/p>\n
SCHEDULE 1.4        –    TERM LOAN COLLATERAL<\/p>\n
SCHEDULE 6.3        –    ORGANIZATION AND QUALIFICATIONS<\/p>\n
SCHEDULE 6.4        –    CORPORATE NAMES; PRIOR TRANSACTIONS<\/p>\n
SCHEDULE 6.5        –    SUBSIDIARIES AND AFFILIATES<\/p>\n
SCHEDULE 6.7        –    CAPITALIZATION<\/p>\n
SCHEDULE 6.9        –    DEBT<\/p>\n
SCHEDULE 6.11       –    REAL ESTATE; LEASES<\/p>\n
SCHEDULE 6.12       –    PROPRIETARY RIGHTS<\/p>\n
SCHEDULE 6.13       –    TRADE NAMES<\/p>\n
SCHEDULE 6.14       –    LITIGATION<\/p>\n
SCHEDULE 6.15       –    UNION CONTRACTS; LABOR DISPUTES<\/p>\n
SCHEDULE 6.16       –    ENVIRONMENTAL LAW<\/p>\n
SCHEDULE 6.19       –    ERISA COMPLIANCE<\/p>\n
                                       v<\/p>\n
SCHEDULE 6.26       –    MATERIAL AGREEMENTS<\/p>\n
SCHEDULE 6.27       –    BANK ACCOUNTS<\/p>\n
SCHEDULE 7.5(a)     –    REAL PROPERTY EXCLUDED FROM FLOOD INSURANCE REQUIREMENT<\/p>\n
SCHEDULE 7.9        –    ASSETS HELD FOR SALE; ADI LOCATIONS<\/p>\n
SCHEDULE 7.12       –    GUARANTIES<\/p>\n
SCHEDULE 7.28       –    ADDITIONAL MORTGAGES<\/p>\n
SCHEDULE A          –    COLI POLICIES<\/p>\n
SCHEDULE B          –    ELIGIBLE REAL ESTATE
\n<\/c><\/s><\/table>\n
                                      vi<\/p>\n
                                CREDIT AGREEMENT<\/p>\n
                  This CREDIT AGREEMENT, dated as of July 27, 2001 (this
\n“AGREEMENT”), among the financial institutions from time to time parties hereto
\n(such financial institutions, together with their respective successors and
\nassigns, are referred to hereinafter each individually as a “LENDER” and
\ncollectively as the “LENDERS”); BANK OF AMERICA, N.A., with an office at 55
\nSouth Lake Avenue, Suite 900, Pasadena, California 91101, as the administrative
\nagent for the Lenders (in its capacity as administrative agent, the “AGENT”);
\nCiticorp USA, Inc., as the documentation agent (in its capacity as documentation
\nagent, the “DOCUMENTATION AGENT”); Heller Financial, Inc., as the syndication
\nagent (in its capacity as syndication agent, the “SYNDICATION AGENT”); FLEETWOOD
\nENTERPRISES, INC., a Delaware corporation (“FLEETWOOD”), as a Guarantor;
\nFLEETWOOD HOLDINGS INC., a Delaware corporation (“HOLDINGS”); FLEETWOOD RETAIL
\nCORP., a Delaware corporation (“RETAIL”); and those Subsidiaries of Holdings and
\nRetail set forth on the signature pages hereto or which become parties hereto
\nhereafter in accordance with the requirements of this Agreement (each of
\nHoldings, Retail and each such Subsidiary individually, a “BORROWER” and,
\ncollectively, the “BORROWERS”). Capitalized terms used in this Agreement and not
\notherwise defined herein shall have the meanings ascribed thereto in ANNEX A,
\nwhich is attached hereto and incorporated herein; the rules of construction
\ncontained therein shall govern the interpretation of this Agreement, and all
\nAnnexes, Exhibits and Schedules attached hereto are incorporated herein by
\nreference.<\/p>\n
                              W I T N E S S E T H:<\/p>\n
                  WHEREAS, the Borrowers have requested the Lenders to make
\navailable to the Borrowers a revolving line of credit for loans and letters of
\ncredit in an aggregate amount not to exceed $230,000,000 and to make term loans
\nto FMC in the aggregate principal amount of $30,000,000, and which extensions of
\ncredit the Borrowers will use for the purposes permitted hereunder;<\/p>\n
                  WHEREAS, Holdings, Retail and their respective Subsidiaries
\nare wholly-owned Subsidiaries of Fleetwood and all Borrowers are engaged in an
\ninter-related business enterprise with an identity of interests, and accordingly
\nthe financing provided hereunder will directly and indirectly benefit each of
\nthe Borrowers;<\/p>\n
                  WHEREAS, neither Holdings or its Subsidiaries nor Retail or
\nits Subsidiaries would be able to obtain sufficient working capital financing
\nfor their respective businesses unless the individual FMC Borrowers and FRC
\nBorrowers were jointly and severally liable for the obligations of FMC or FRC,
\nas applicable, and unless Fleetwood guarantees the obligations of all Borrowers;<\/p>\n
                  WHEREAS, FMC manufactures goods, a portion of which is sold to
\nFRC, and therefore the financing extended hereunder benefits both FMC and FRC;<\/p>\n
                  WHEREAS, the Revolving Credit Lenders have agreed to make
\navailable to the Borrowers a revolving credit facility and the Term Lenders have
\nagreed to make term loans to FMC upon the terms and conditions set forth in this
\nAgreement.<\/p>\n
                  NOW, THEREFORE, in consideration of the mutual conditions and
\nagreements set forth in this Agreement, and for good and valuable consideration,
\nthe receipt of which is hereby acknowledged, the Lenders, the Agent, Fleetwood
\nand the Borrowers hereby agree as follows:<\/p>\n
                                    ARTICLE 1
\n                           LOANS AND LETTERS OF CREDIT<\/p>\n
                  1.1 TOTAL FACILITY. Subject to all of the terms and conditions
\nof this Agreement, the Lenders agree to make available a total credit facility
\nof up to $260,000,000 (the “TOTAL FACILITY”) to the Borrowers from time to time
\nduring the term of this Agreement. The Total Facility shall be composed of a
\nrevolving line of credit consisting of Revolving Loans and Letters of Credit and
\nthe Term Loans described herein.<\/p>\n
                  1.2 REVOLVING LOANS.<\/p>\n
                           (a) (i) AMOUNTS. Subject to the satisfaction of the
\n                  conditions precedent set forth in ARTICLE 8, and except for
\n                  Non-Ratable Loans and Agent Advances, each Revolving Credit
\n                  Lender severally, but not jointly, agrees, upon a Borrower’s
\n                  request from time to time on any Business Day during the
\n                  period from the Closing Date to the Termination Date, to make
\n                  revolving loans (the “REVOLVING LOANS”) to the Borrowers in
\n                  aggregate amounts not to exceed such Lender’s Pro Rata Share
\n                  of the Aggregate Availability, and, for Revolving Loans to
\n                  FMC, in an amount which does not exceed such Lender’s Pro Rata
\n                  Share of FMC’s Availability, or for Revolving Loans to FRC, in
\n                  an amount which does not exceed such Lender’s Pro Rata Share
\n                  of FRC’s Availability. The Revolving Credit Lenders, however,
\n                  in their unanimous discretion, may elect to make Revolving
\n                  Loans or issue or arrange to have issued Letters of Credit in
\n                  excess of the Aggregate Borrowing Bases or the Borrowing Base
\n                  of FMC or FRC, as applicable, on one or more occasions, but if
\n                  they do so, neither the Agent nor the Revolving Credit Lenders
\n                  shall be deemed thereby to have changed the limits of the
\n                  Borrowing Base of FMC or FRC, or the Aggregate Borrowing Bases
\n                  or to be obligated to exceed such limits on any other
\n                  occasion. If (x) the Aggregate Revolver Outstandings of FMC
\n                  would exceed its Availability after giving effect to any
\n                  Borrowing, or (y) the Aggregate Revolver Outstandings of FRC
\n                  would exceed its Availability after giving effect to any
\n                  Borrowing, the Revolving Credit Lenders may refuse to make or
\n                  may otherwise restrict the making of Revolving Loans to FMC or
\n                  FRC, as applicable, as the Revolving Credit Lenders determine
\n                  until such excess has been eliminated, subject to the Agent’s
\n                  authority, in its sole discretion, to make Agent Advances
\n                  pursuant to the terms of SECTION 1.2(i).<\/p>\n
                               (ii) At the request of any Revolving Credit
\n                  Lender, each of the FMC Borrowers and each of the FRC
\n                  Borrowers shall execute and deliver to such Lender a single
\n                  note to evidence the Revolving Loans of that Lender. Each note
\n                  shall be in the principal amount of the Revolving Credit
\n                  Lender’s Pro Rata Share of the Revolving Loan Commitments,
\n                  dated the date hereof and substantially in the form of EXHIBIT
\n                  A-1 (each such note, together with any new note issued<\/p>\n
                                       2<\/p>\n
                  pursuant to SECTION 11.2 upon the assignment of any portion of
\n                  any Revolving Credit Lender’s Revolving Loans and Revolving
\n                  Credit Commitment a “REVOLVING LOAN NOTE” and, collectively,
\n                  the “REVOLVING LOAN NOTES”). Each Revolving Loan Note shall
\n                  represent the obligation of each of FMC and FRC to pay the
\n                  amount of such Revolving Credit Lender’s Pro Rata Share of the
\n                  Revolving Loan Commitments, or, if less, such Revolving Credit
\n                  Lender’s Pro Rata Share of the aggregate unpaid principal
\n                  amount of all Revolving Loans to FMC or FRC, as applicable,
\n                  together with interest thereon as prescribed in SECTION 1.2.
\n                  The entire unpaid balance of the Revolving Loans and all other
\n                  non-contingent Obligations shall be immediately due and
\n                  payable in full in immediately available funds on the
\n                  Termination Date.<\/p>\n
                           (b) PROCEDURE FOR BORROWING.<\/p>\n
                               (i) Each Borrowing shall be made upon a
\n                  Borrower’s irrevocable written notice delivered to the Agent
\n                  in the form of a notice of borrowing (“NOTICE OF BORROWING”),
\n                  which must be received by the Agent prior to (i) 10:00 a.m.
\n                  (Los Angeles time) three Business Days prior to the requested
\n                  Funding Date, in the case of LIBOR Rate Loans and (ii) 10:00
\n                  a.m. (Los Angeles time) on the requested Funding Date, in the
\n                  case of Base Rate Loans, specifying:<\/p>\n
                                            (1) the amount of the Borrowing,
\n                           which in the case of a LIBOR Rate Loan must equal or
\n                           exceed $1,000,000 (and increments of $500,000 in
\n                           excess of such amount);<\/p>\n
                                            (2) the requested Funding Date,
\n                           which must be a Business Day;<\/p>\n
                                            (3) whether the Revolving Loans
\n                           requested are to be Base Rate Revolving Loans or
\n                           LIBOR Rate Loans (and if not specified, it shall be
\n                           deemed a request for a Base Rate Revolving Loan); and<\/p>\n
                                            (4) the duration of the  Interest
\n                           Period for LIBOR Rate Loans (and if not specified, it
\n                           shall be deemed a request for an Interest Period of
\n                           one month);<\/p>\n
                  PROVIDED, HOWEVER, that with respect to the Borrowings to be
\n                  made on the Initial Funding Date, such Borrowings will consist
\n                  of Base Rate Revolving Loans only.<\/p>\n
                               (ii) In lieu of delivering a Notice of Borrowing,
\n                  a Borrower may give the Agent telephonic notice of such
\n                  request for advances to its Designated Account on or before
\n                  the deadline set forth above. The Agent at all times shall be
\n                  entitled to rely on such telephonic notice in making such
\n                  Revolving Loans, regardless of whether any written
\n                  confirmation is received.<\/p>\n
                               (iii) The Borrowers shall have no right to
\n                  request a LIBOR Rate Loan while a Default or Event of Default
\n                  has occurred and is continuing.<\/p>\n
                                       3<\/p>\n
                           (c) RELIANCE UPON AUTHORITY. Prior to the Closing
\n         Date, the Borrowers shall deliver to the Agent a notice setting forth
\n         the accounts of each of FMC and FRC (each, a “DESIGNATED ACCOUNT”) to
\n         which the Agent is authorized to transfer the proceeds of the Revolving
\n         Loans requested hereunder by each of FMC and FRC. Any of FMC and FRC
\n         may designate a replacement account from time to time by written
\n         notice. All such Designated Accounts must be reasonably satisfactory to
\n         the Agent. The Agent is entitled to rely conclusively on any person’s
\n         request for Revolving Loans on behalf of any Borrower, so long as the
\n         proceeds thereof are to be transferred to the applicable Designated
\n         Account. The Agent has no duty to verify the identity of any individual
\n         representing himself or herself as a person authorized by any Borrower
\n         to make such requests on its behalf.<\/p>\n
                           (d) NO LIABILITY. The Agent shall not incur any
\n         liability to the Borrowers as a result of acting upon any notice
\n         referred to in SECTIONS 1.2(b) and (c), which the Agent believes in
\n         good faith to have been given by an officer or other person duly
\n         authorized by the applicable Borrower to request Revolving Loans on its
\n         behalf. The crediting of Revolving Loans to the applicable Designated
\n         Account conclusively establishes the obligation of the applicable
\n         Borrowers to repay such Revolving Loans as provided herein.<\/p>\n
                           (e) NOTICE IRREVOCABLE. Any Notice of Borrowing (or
\n         telephonic notice in lieu thereof) made pursuant to SECTION 1.2(b)
\n         shall be  irrevocable. A Borrower shall be bound to borrow the funds
\n         requested therein in accordance therewith.<\/p>\n
                           (f) THE AGENT’S ELECTION. Promptly after receipt of a
\n         Notice of Borrowing (or telephonic notice in lieu thereof), the Agent
\n         shall elect to have the terms of SECTION 1.2(g) or the terms of SECTION
\n         1.2(h) apply to such requested Borrowing. If the Bank declines in its
\n         sole discretion to make a Non-Ratable Loan pursuant to SECTION 1.2(h),
\n         the terms of SECTION 1.2(g) shall apply to the requested Borrowing.<\/p>\n
                           (g) MAKING OF REVOLVING LOANS. If the Agent elects to
\n         have the terms of this SECTION 1.2(g) apply to a requested Borrowing,
\n         then promptly after receipt of a Notice of Borrowing or telephonic
\n         notice in lieu thereof, the Agent shall notify the Revolving Credit
\n         Lenders by telecopy, telephone or e-mail of the requested Borrowing.
\n         Each Revolving Credit Lender shall transfer its Pro Rata Share of the
\n         requested Borrowing to the Agent in immediately available funds, to the
\n         account from time to time designated by the Agent, not later than 12:00
\n         noon (Los Angeles time) on the applicable Funding Date. After the
\n         Agent’s receipt of all proceeds of such Revolving Loans, the Agent
\n         shall make the proceeds of such Revolving Loans available to the
\n         applicable Borrower on the applicable Funding Date by transferring same
\n         day funds to the Designated Account of the applicable Borrower;
\n         PROVIDED, HOWEVER, that the amount of Revolving Loans so made to FMC or
\n         FRC on any date shall not exceed its Availability on such date, unless
\n         all of the Revolving Credit Lenders otherwise agree.<\/p>\n
                                       4<\/p>\n
                           (h) MAKING OF NON-RATABLE LOANS.<\/p>\n
                               (i) If the Agent elects, with the consent of the
\n                  Bank, to have the terms of this SECTION 1.2(h) apply to a
\n                  requested Borrowing, the Bank shall make a Revolving Loan in
\n                  the amount of that Borrowing available to the applicable
\n                  Borrower on the applicable Funding Date by transferring same
\n                  day funds to such Borrower’s Designated Account. Each
\n                  Revolving Loan made solely by the Bank pursuant to this
\n                  Section is herein referred to as a “NON-RATABLE LOAN”, and
\n                  such Revolving Loans are collectively referred to as the
\n                  “NON-RATABLE LOANS.” Each Non-Ratable Loan shall be subject to
\n                  all the terms and conditions applicable to other Revolving
\n                  Loans except that all payments thereon shall be payable to the
\n                  Bank solely for its own account. The aggregate amount of
\n                  Non-Ratable Loans outstanding at any time shall not exceed
\n                  $10,000,000. The Agent shall not request the Bank to make any
\n                  Non-Ratable Loan if (1) the Agent has received written notice
\n                  from any Revolving Credit Lender that one or more of the
\n                  applicable conditions precedent set forth in ARTICLE 8 will
\n                  not be satisfied on the requested Funding Date for the
\n                  applicable Borrowing, and such conditions have not been waived
\n                  in accordance with this Agreement or (2) the requested
\n                  Borrowing by FMC or FRC would exceed its Availability on that
\n                  Funding Date.<\/p>\n
                               (ii) The Non-Ratable Loans shall be secured by
\n                  the Agent’s Liens in and to the Collateral and shall
\n                  constitute Base Rate Revolving Loans and Obligations
\n                  hereunder.<\/p>\n
                           (i) THE AGENT ADVANCES.<\/p>\n
                               (i) Subject to the limitations set forth
\n                  below, the Agent is authorized by the Borrowers and the
\n                  Revolving Credit Lenders, from time to time in the Agent’s
\n                  sole discretion, (A) after the occurrence of a Default or an
\n                  Event of Default, or (B) at any time that any of the other
\n                  conditions precedent set forth in ARTICLE 8 have not been
\n                  satisfied, to make Base Rate Revolving Loans to the Borrowers
\n                  on behalf of the Revolving Credit Lenders in an aggregate
\n                  amount outstanding at any time not to exceed $10,000,000 which
\n                  the Agent, in its reasonable business judgment, deems
\n                  necessary or desirable (1) to preserve or protect the
\n                  Collateral, or any portion thereof, (2) to enhance the
\n                  likelihood of, or maximize the amount of, repayment of the
\n                  Loans and other Obligations, or (3) to pay any other amount
\n                  chargeable to the Borrowers pursuant to the terms of this
\n                  Agreement, including costs, fees and expenses as described in
\n                  SECTION 13.7 (any of such advances are herein referred to as
\n                  “AGENT ADVANCES”); PROVIDED, that (x) in no event shall the
\n                  Aggregate Revolver Outstandings at any time exceed the
\n                  aggregate Revolving Credit Commitments and (y) the Majority
\n                  Lenders may at any time revoke the Agent’s authorization to
\n                  make Agent Advances. Any such revocation must be in writing
\n                  and shall become effective prospectively upon the Agent’s
\n                  receipt thereof.<\/p>\n
                                       5<\/p>\n
                               (ii) Agent Advances shall be secured by the
\n                  Agent’s Liens in and to the Collateral and shall constitute
\n                  Base Rate Revolving Loans and Obligations hereunder.<\/p>\n
                  1.3 TERM LOANS.<\/p>\n
                           (a) AMOUNTS OF TERM LOANS. Each Term Lender severally
\n         agrees to make a term loan (any such term loan being referred to as a
\n         “TERM LOAN” and such term loans being referred to collectively as the
\n         “TERM LOANS”) to FMC on the Initial Funding Date, upon the satisfaction
\n         of the conditions precedent set forth in ARTICLE 8, in an amount equal
\n         to such Lender’s Pro Rata Share of $30,000,000. The Term Loans shall be
\n         Base Rate Loans.<\/p>\n
                           (b) MAKING OF TERM LOANS. Each Term Lender shall make
\n         the amount of such Lender’s Term Loan available to the Agent in same
\n         day funds, to the Agent’s designated account, not later than 12:00 noon
\n         (Los Angeles time) on the Initial Funding Date. After the Agent’s
\n         receipt of the proceeds of such Term Loans, upon satisfaction of the
\n         conditions precedent set forth in ARTICLE 8, the Agent shall make the
\n         proceeds of such Term Loans available to FMC on such Funding Date by
\n         transferring same day funds equal to the proceeds of such Term Loans
\n         received by the Agent to FMC’s Designated Account or as FMC shall
\n         otherwise instruct in writing.<\/p>\n
                           (c) TERM LOAN NOTES. FMC shall execute and deliver to
\n         the Agent on behalf of each Term Lender, on the Closing Date, a
\n         promissory note, substantially in the form of EXHIBIT A-2 attached
\n         hereto and made a part hereof (such promissory notes, together with any
\n         new notes issued pursuant to SECTION 11.2 upon the assignment of any
\n         portion of any Term Lender’s Term Loan, being hereinafter referred to
\n         collectively as the “TERM LOAN NOTES” and each of such promissory notes
\n         being hereinafter referred to individually as a “TERM LOAN NOTE”). The
\n         Term Loan Notes shall evidence each Term Lender’s Term Loan, in an
\n         original principal amount equal to that Lender’s Pro Rata Share of
\n         $30,000,000 and with other appropriate insertions. Each Term Loan Note
\n         shall be dated the Closing Date and shall mature on the second
\n         Anniversary Date. Each payment shall be payable to the Agent for the
\n         account of the applicable Term Lender. The Term Loans shall be payable
\n         in full on the date on which this Agreement is terminated for any
\n         reason. Payments or prepayments of the Term Loans may not be
\n         reborrowed.<\/p>\n
                  1.4 LETTERS OF CREDIT.<\/p>\n
                           (a) AGREEMENT TO ISSUE OR CAUSE TO ISSUE. Subject to
\n         the terms and conditions of this Agreement, the Agent agrees (i) to
\n         cause the Letter of Credit Issuer to issue for the account of a
\n         Borrower one or more commercial\/documentary and standby letters of
\n         credit (“LETTER OF CREDIT”) and\/or (ii) to provide credit support or
\n         other enhancement to a Letter of Credit Issuer acceptable to the Agent,
\n         which issues a Letter of Credit for the account of a Borrower (any such
\n         credit support or enhancement being herein referred to as a “CREDIT
\n         SUPPORT”) from time to time during the term of this Agreement.<\/p>\n
                                       6<\/p>\n
                           (b) AMOUNTS; OUTSIDE EXPIRATION DATE. The Agent shall
\n         not have any obligation to issue or cause to be issued any Letter of
\n         Credit or to provide Credit Support for any Letter of Credit at any
\n         time if: (i) the maximum face amount of the requested Letter of Credit
\n         is greater than the Unused Letter of Credit Subfacility at such time;
\n         (ii) the maximum undrawn amount of the requested Letter of Credit and
\n         all commissions, fees, and charges due from the Borrowers in connection
\n         with the opening thereof would exceed the Aggregate Availability at
\n         such time; or, as to any Letter of Credit issued for the account of
\n         FMC, would exceed the Availability of FMC at that time or, as to any
\n         Letter of Credit issued for the account of FRC, would exceed the
\n         Availability of FRC at that time, or (iii) such Letter of Credit has an
\n         expiration date less than 30 days prior to the Stated Termination Date
\n         or more than 12 months from the date of issuance for standby letters of
\n         credit and 180 days for documentary letters of credit. With respect to
\n         any Letter of Credit which contains any “evergreen” or automatic
\n         renewal provision, each Lender shall be deemed to have consented to any
\n         such extension or renewal unless any Revolving Credit Lender shall have
\n         provided to the Agent written notice that it declines to consent to any
\n         such extension or renewal at least thirty (30) days prior to the date
\n         on which the Letter of Credit Issuer is entitled to decline to extend
\n         or renew the Letter of Credit. If all of the requirements of this
\n         SECTION 1.4 are met and no Default or Event of Default has occurred and
\n         is continuing, no Lender shall decline to consent to any such extension
\n         or renewal.<\/p>\n
                           (c) OTHER CONDITIONS. In addition to conditions
\n         precedent contained in ARTICLE 8, the obligation of the Agent to cause
\n         to be issued any Letter of Credit or to provide Credit Support for any
\n         Letter of Credit is subject to the following conditions precedent
\n         having been satisfied in a manner reasonably satisfactory to the Agent:<\/p>\n
                               (i) The applicable Borrower shall have
\n                  delivered to the Letter of Credit Issuer, at such times and in
\n                  such manner as such Letter of Credit Issuer may prescribe, an
\n                  application in form and substance satisfactory to such Letter
\n                  of Credit Issuer and reasonably satisfactory to the Agent for
\n                  the issuance of the Letter of Credit and such other documents
\n                  as may be required pursuant to the terms thereof, and the
\n                  form, terms and purpose of the proposed Letter of Credit shall
\n                  be reasonably satisfactory to the Agent and the Letter of
\n                  Credit Issuer; and<\/p>\n
                               (ii) As of the date of issuance, no order of
\n                  any court, arbitrator or Governmental Authority shall purport
\n                  by its terms to enjoin or restrain money center banks
\n                  generally from issuing letters of credit of the type and in
\n                  the amount of the proposed Letter of Credit, and no law, rule
\n                  or regulation applicable to money center banks generally and
\n                  no request or directive (whether or not having the force of
\n                  law) from any Governmental Authority with jurisdiction over
\n                  money center banks generally shall prohibit, or request that
\n                  the proposed Letter of Credit Issuer refrain from, the
\n                  issuance of letters of credit generally or the issuance of
\n                  such Letters of Credit.<\/p>\n
                                       7<\/p>\n
                           (d) ISSUANCE OF LETTERS OF CREDIT.<\/p>\n
                               (i) REQUEST FOR ISSUANCE. A Borrower must
\n                  notify the Agent of a requested Letter of Credit at least
\n                  three (3) Business Days prior to the proposed issuance date.
\n                  Such notice shall be irrevocable and must specify the original
\n                  face amount of the Letter of Credit requested, the Business
\n                  Day of issuance of such requested Letter of Credit, whether
\n                  such Letter of Credit may be drawn in a single or in partial
\n                  draws, the Business Day on which the requested Letter of
\n                  Credit is to expire, the purpose for which such Letter of
\n                  Credit is to be issued, and the beneficiary of the requested
\n                  Letter of Credit. The Borrower shall attach to such notice the
\n                  proposed form of the Letter of Credit.<\/p>\n
                               (ii) RESPONSIBILITIES OF THE AGENT; ISSUANCE. As
\n                  of the Business Day immediately preceding the requested
\n                  issuance date of the Letter of Credit, the Agent shall
\n                  determine the amount of the applicable Unused Letter of Credit
\n                  Subfacility, the Availability of FMC or FRC, as applicable and
\n                  the Aggregate Availability. If (i) the face amount of the
\n                  requested Letter of Credit is less than the Unused Letter of
\n                  Credit Subfacility and (ii) the amount of such requested
\n                  Letter of Credit and all commissions, fees, and charges due
\n                  from the Borrower in connection with the opening thereof would
\n                  not exceed the Availability of FMC or FRC, as applicable, the
\n                  Agent shall cause the Letter of Credit Issuer to issue the
\n                  requested Letter of Credit on the requested issuance date so
\n                  long as the other conditions hereof are met.<\/p>\n
                               (iii) NO EXTENSIONS OR AMENDMENT. The Agent
\n                  shall not be obligated to cause the Letter of Credit Issuer to
\n                  extend or amend any Letter of Credit issued pursuant hereto
\n                  unless the requirements of this SECTION 1.4 are met as though
\n                  a new Letter of Credit were being requested and issued.<\/p>\n
                           (e) PAYMENTS PURSUANT TO LETTERS OF CREDIT. Each of
\n         FMC or FRC, as applicable, agrees to reimburse immediately the Letter
\n         of Credit Issuer for any draw under any Letter of Credit issued for its
\n         benefit and the Agent for the account of the Revolving Credit Lenders
\n         upon any payment pursuant to any Credit Support, and to pay the Letter
\n         of Credit Issuer the amount of all other charges and fees payable to
\n         the Letter of Credit Issuer in connection with any Letter of Credit
\n         immediately when due, irrespective of any claim, setoff, defense or
\n         other right which any Borrower may have at any time against the Letter
\n         of Credit Issuer or any other Person. Each drawing under any Letter of
\n         Credit shall constitute a request by the applicable Borrower to the
\n         Agent for a Borrowing of a Base Rate Revolving Loan in the amount of
\n         such drawing. The Funding Date with respect to such borrowing shall be
\n         the date of such drawing.<\/p>\n
                           (f) INDEMNIFICATION; EXONERATION; POWER OF ATTORNEY.<\/p>\n
                               (i) INDEMNIFICATION. In addition to amounts
\n                  payable as elsewhere provided in this SECTION 1.4, each of
\n                  FMC, FRC and Fleetwood agrees to protect, indemnify, pay and
\n                  save the Lenders and the Agent harmless from and against any
\n                  and all claims, demands, liabilities, damages, losses, costs,
\n                  charges <\/p>\n
                                       8<\/p>\n
                  and expenses (including reasonable attorneys’ fees) which any
\n                  Lender or the Agent (other than a Lender in its capacity as
\n                  Letter of Credit Issuer) may incur or be subject to as a
\n                  consequence, direct or indirect, of the issuance of any Letter
\n                  of Credit or the provision of any Credit Support or
\n                  enhancement in connection therewith. The Borrowers’
\n                  obligations under this Section shall survive payment of all
\n                  other Obligations.<\/p>\n
                               (ii) ASSUMPTION OF RISK BY THE BORROWERS. As
\n                  among the Borrowers, the Lenders, and the Agent but subject to
\n                  subsection (iv) below, the Borrowers assume all risks of the
\n                  acts and omissions of, or misuse of any of the Letters of
\n                  Credit by, the respective beneficiaries of such Letters of
\n                  Credit. In furtherance and not in limitation of the foregoing,
\n                  subject to SUBSECTION (iv) below, the Lenders and the Agent
\n                  shall not be responsible for: (A) the form, validity,
\n                  sufficiency, accuracy, genuineness or legal effect of any
\n                  document submitted by any Person in connection with the
\n                  application for and issuance of and presentation of drafts
\n                  with respect to any of the Letters of Credit, even if it
\n                  should prove to be in any or all respects invalid,
\n                  insufficient, inaccurate, fraudulent or forged; (B) the
\n                  validity or sufficiency of any instrument transferring or
\n                  assigning or purporting to transfer or assign any Letter of
\n                  Credit or the rights or benefits thereunder or proceeds
\n                  thereof, in whole or in part, which may prove to be invalid or
\n                  ineffective for any reason; (C) the failure of the beneficiary
\n                  of any Letter of Credit to comply duly with conditions
\n                  required in order to draw upon such Letter of Credit; (D)
\n                  errors, omissions, interruptions, or delays in transmission or
\n                  delivery of any messages, by mail, cable, telegraph, telex or
\n                  otherwise, whether or not they be in cipher; (E) errors in
\n                  interpretation of technical terms; (F) any loss or delay in
\n                  the transmission or otherwise of any document required in
\n                  order to make a drawing under any Letter of Credit or of the
\n                  proceeds thereof; (G) the misapplication by the beneficiary of
\n                  any Letter of Credit of the proceeds of any drawing under such
\n                  Letter of Credit; (H) any consequences arising from causes
\n                  beyond the control of the Lenders or the Agent, including any
\n                  act or omission, whether rightful or wrongful, of any present
\n                  or future DE JURE or DE FACTO Governmental Authority; or (I)
\n                  the Letter of Credit Issuer’s honor of a draw for which the
\n                  draw or any certificate fails to comply in any respect with
\n                  the terms of the Letter of Credit. None of the foregoing shall
\n                  affect, impair or prevent the vesting of any rights or powers
\n                  of the Agent or any Lender under this SECTION 1.4(f).<\/p>\n
                               (iii) EXONERATION. Without limiting the
\n                  foregoing, no action or omission whatsoever by the Agent or
\n                  any Lender with respect to any Letter of Credit issued
\n                  hereunder (excluding any Lender in its capacity as a Letter of
\n                  Credit Issuer) shall result in any liability of the Agent
\n                  and\/or Lender to any Borrower, or relieve any Borrower of any
\n                  of its obligations hereunder to any such Person.<\/p>\n
                               (iv) RIGHTS AGAINST LETTER OF CREDIT ISSUER.
\n                  Nothing contained in this Agreement is intended to limit a
\n                  Borrower’s rights, if any, with respect to the Letter of
\n                  Credit Issuer which arise as a result of the letter of credit
\n                  application <\/p>\n
                                       9<\/p>\n
                  and related documents executed by and between such Borrower
\n                  and the Letter of Credit.<\/p>\n
                                    (v) ACCOUNT PARTY. Each Borrower hereby
\n                  authorizes and directs any Letter of Credit Issuer to name
\n                  such Borrower as the “Account Party” therein and to deliver to
\n                  the Agent all instruments, documents and other writings and
\n                  property received by the Letter of Credit Issuer pursuant to
\n                  the Letter of Credit, and to accept and rely upon the Agent’s
\n                  instructions and agreements with respect to all matters
\n                  arising in connection with the Letter of Credit or the
\n                  application therefor.<\/p>\n
                           (g) SUPPORTING LETTER OF CREDIT; CASH COLLATERAL. If,
\n         notwithstanding the provisions of SECTION 1.4(b) and SECTION 10.1, any
\n         Letter of Credit or Credit Support is outstanding upon the termination
\n         of this Agreement, then upon such termination FMC or FRC as applicable,
\n         shall deposit with the Agent, for the ratable benefit of the Agent and
\n         the Revolving Credit Lenders, with respect to each Letter of Credit or
\n         Credit Support then outstanding, cash (“CASH COLLATERAL”) or a standby
\n         letter of credit (a “SUPPORTING LETTER OF CREDIT”) in form and
\n         substance satisfactory to the Agent, issued by an issuer satisfactory
\n         to the Agent, in each case in an amount equal to the greatest amount
\n         for which such Letter of Credit or such Credit Support may be drawn
\n         plus any fees and expenses associated with such Letter of Credit or
\n         such Credit Support, under which Supporting Letter of Credit the Agent
\n         is entitled to draw amounts necessary to reimburse the Agent and the
\n         Revolving Credit Lenders for payments to be made by the Agent and the
\n         Revolving Credit Lenders under such Letter of Credit or Credit Support
\n         and any fees and expenses associated with such Letter of Credit or
\n         Credit Support. Such Supporting Letter of Credit and\/or Cash Collateral
\n         shall be held by the Agent, for the ratable benefit of the Agent and
\n         the Revolving Credit Lenders, as security for, and to provide for the
\n         payment of, the aggregate undrawn amount of such Letters of Credit or
\n         such Credit Support remaining outstanding.<\/p>\n
                  1.5 BANK PRODUCTS. A Borrower may request and the Agent may,
\nin its sole and absolute discretion, arrange for a Borrower to obtain from the
\nBank or the Bank’s Affiliates Bank Products although no Borrower is required to
\ndo so. If Bank Products so requested by a Borrower are provided by an Affiliate
\nof the Bank, each Borrower agrees to indemnify and hold the Agent, the Bank and
\nthe Lenders harmless from any and all costs and obligations now or hereafter
\nincurred by the Agent, the Bank or any of the Lenders which arise from any
\nindemnity given by the Agent to its Affiliates related to such Bank Products;
\nPROVIDED, HOWEVER, nothing contained herein is intended to limit the Borrower’s
\nrights, with respect to the Bank or its Affiliates, if any, which arise as a
\nresult of the execution of documents by and between such Borrower and the Bank
\nwhich relate to Bank Products. The agreement contained in this Section shall
\nsurvive termination of this Agreement. Each Borrower acknowledges and agrees
\nthat the obtaining of Bank Products from the Bank or the Bank’s Affiliates (a)
\nis in the sole and absolute discretion of the Bank or the Bank’s Affiliates,
\nand (b) is subject to all rules and regulations of the Bank or the Bank’s
\nAffiliates.<\/p>\n
                                      10<\/p>\n
                  1.6 JOINT AND SEVERAL OBLIGATIONS; CONTRIBUTION RIGHTS.<\/p>\n
                           (a) All Obligations of FMC shall be the joint and
\n         several Obligations of the FMC Borrowers and all Obligations of FRC
\n         shall be the joint and several Obligations of the FRC Borrowers,
\n         regardless of which Borrower actually receives any Loans or other
\n         extensions of credit under the Loan Documents, the amount received by
\n         any Borrower or the manner in which any Borrower, the Agent or any
\n         Lender accounts for such Loans and other extensions of credit.<\/p>\n
                           (b) To the extent that any Borrower is a guarantor or
\n         a surety as a result of the joint and several obligations hereunder,
\n         such Obligations and the Liens securing such Obligations shall not be
\n         released or impaired by any action or inaction on the part of the Agent
\n         or any Lender which would otherwise constitute the release of a surety.
\n         Without limiting the generality of the foregoing, the liability of any
\n         Borrower under this Agreement shall not be affected or impaired in any
\n         manner by, (i) the failure of any Person to become or remain a Borrower
\n         or guarantor or the failure of the Agent or any Lender to preserve,
\n         protect or enforce any right to require any Person to become or remain
\n         a Borrower or guarantor, (ii) any taking, failure to take, failure to
\n         create, perfect or ensure the priority of, or exchange, release or
\n         termination or lapse of any Lien securing any Obligations, or any
\n         taking, failure to take, release or amendment or waiver of or consent
\n         to departure from any other guaranty of, any of the Obligations, (iii)
\n         any manner or order of sale or other enforcement of any Lien securing
\n         any of the Obligations or any manner or order of application of the
\n         proceeds of any such Lien to the payment of the Obligations or any
\n         failure to enforce any Lien or to apply any proceeds thereof, (iv) any
\n         furnishing, exchange, substitution or release of any collateral
\n         securing the Obligations, or any failure to perfect any Lien in any of
\n         the collateral securing the Obligations, or (v) any other circumstance
\n         which might otherwise constitute a defense (except the indefeasible
\n         final payment in full) available to, or a discharge of, a surety or
\n         guarantor.<\/p>\n
                           (c) To the extent that any Borrower is a guarantor or
\n         a surety as a result of the joint and several obligations hereunder,
\n         the liability of each such Borrower under this Agreement shall remain
\n         valid and enforceable and shall not be subject to any reduction,
\n         limitation, impairment, discharge or termination for any reason (other
\n         than indefeasible final payment in full of the Obligations), including
\n         the occurrence of any of the following, whether or not such Borrower
\n         shall have had notice or knowledge of any of them: (i) any failure or
\n         omission to assert or enforce or agreement or election not to assert or
\n         enforce, or the stay or enjoining, by order of court, by operation of
\n         law or otherwise, of the exercise or enforcement of, any claim or
\n         demand or any right, power or remedy (whether arising under the Loan
\n         Documents, at law, in equity or otherwise) with respect to the
\n         Obligations or any agreement relating thereto, or with respect to any
\n         other guaranty of or security for the payment of the Obligations; (ii)
\n         any rescission, waiver, amendment or modification of, or any consent to
\n         departure from, any of the terms or provisions (including provisions
\n         relating to Events of Default) of the Credit Agreement, any of the
\n         other Loan Documents or any agreement or instrument executed pursuant
\n         thereto, or of any other guaranty or security for the Obligations, in
\n         each case whether or not in accordance with the terms of this
\n         Agreement, such Loan Document or any agreement relating to such other
\n         guaranty or security; (iii) the Obligations, or any <\/p>\n
                                      11<\/p>\n
         agreement relating thereto, at any time being found to be illegal,
\n         invalid or unenforceable in any respect; (iv) the application of
\n         payments received from any source to the payment of any liability other
\n         than the Obligations, even though the Lenders might have elected to
\n         apply such payment to any part or all of the Obligations; (v) any
\n         consent by any Lender or the Agent to the change, reorganization or
\n         termination of the corporate structure or existence of any other
\n         Borrower, or any other Person and to any corresponding restructuring of
\n         the Obligations; (vi) any failure to perfect or continue perfection of
\n         a security interest in any collateral which secures any of the
\n         Obligations; (vii) any defenses (except the defense of indefeasible
\n         final payment in full), set-offs or counterclaims which any Borrower,
\n         any guarantor or any other Person may allege or assert against the
\n         Agent or any Lender in respect of the Obligations, including, for
\n         example, failure of consideration, breach of warranty, statute of
\n         frauds, statute of limitations, accord and satisfaction and usury; and
\n         (viii) any other act or thing or omission, or delay to do any other act
\n         or thing, which may or might in any manner or to any extent vary the
\n         risk of any Borrower as an obligor in respect of the Obligations.<\/p>\n
                           (d) To the extent that any Borrower is a guarantor or
\n         a surety as a result of the joint and several obligations hereunder, to
\n         the maximum extent permitted by law, each such Borrower hereby waives
\n         and agrees not to assert or take advantage of: (i) any defense now
\n         existing or hereafter arising based upon any legal disability or other
\n         defense of any other Borrower or any guarantor or other Person, or by
\n         reason of the cessation or limitation of the liability of any other
\n         Borrower or any guarantor or other Person from any cause other than
\n         full payment and performance of all obligations due under this
\n         Agreement or any of the other Loan Documents; (ii) any defense based
\n         upon any lack of authority of the officers, directors, partners or
\n         agents acting or purporting to act on behalf of any other Borrower or
\n         any guarantor or other Person, or any defect in the formation of any
\n         other Borrower or any guarantor or other Person; (iii) the
\n         unenforceability or invalidity of any security or guaranty or the lack
\n         of perfection or continuing perfection, or failure of priority of any
\n         security for the Obligations; (iv) any and all rights and defenses
\n         arising out of an election of remedies by the Agent or any Lender, even
\n         though that election of remedies, such as a nonjudicial foreclosure
\n         with respect to security for an Obligation, has destroyed such
\n         Borrower’s rights of subrogation and reimbursement against the
\n         principal by the operation of Section 580d of the California Code of
\n         Civil Procedure or otherwise; (v) any defense based upon any failure to
\n         disclose to such Borrower any information concerning the financial
\n         condition of any other Borrower or any guarantor or other Person or any
\n         other circumstances bearing on the ability of any other Borrower or any
\n         guarantor or other Person to pay and perform all obligations due under
\n         this Agreement or any of the other Loan Documents; (vi) any failure by
\n         the Agent or any Lender to give notice to any Borrower or any guarantor
\n         or other Person of the sale or other disposition of security, and any
\n         defect in notice given by the Agent or any Lender in connection with
\n         any such sale or disposition of security; (vii) any failure of the
\n         Agent or any Lender to comply with applicable laws in connection with
\n         the sale or disposition of security, including, without limitation, any
\n         failure by the Lender to conduct a commercially reasonable sale or
\n         other disposition of such security; (viii) any defense based upon any
\n         statute or rule of law which provides that the obligation of a surety
\n         must be neither larger in amount nor in any other respects more
\n         burdensome than that of a principal, or that reduces a surety’s or
\n         guarantor’s obligations in proportion <\/p>\n
                                      12<\/p>\n
         to the principal’s obligation; (ix) any use of cash collateral under
\n         Section 363 of the Bankruptcy Code; (x) any defense based upon an
\n         election by the Agent or any Lender, in any proceeding instituted under
\n         the Bankruptcy Code, of the application of Section 1111(b)(2) of the
\n         Bankruptcy Code or any successor statute; (xi) any defense based upon
\n         any borrowing or any grant of a security interest under Section 364 of
\n         the Bankruptcy Code; (xii) any right of subrogation, any right to
\n         enforce any remedy which the Agent or any Lender may have against any
\n         other Borrower or any guarantor or other Person and any right to
\n         participate in, or benefit from, any security now or hereafter held by
\n         the Agent or any Lender for the Obligations; (xiii) presentment,
\n         demand, protest and notice of any kind, including notice of acceptance
\n         of this Agreement and of the existence, creation or incurring of new or
\n         additional Obligations; (xiv) the benefit of any statute of limitations
\n         affecting the liability of any other Borrower or any guarantor or other
\n         Person, enforcement of this Agreement or any other Loan Documents, the
\n         liability of any Borrower hereunder or the enforcement hereof; (xv) all
\n         notices of intention to accelerate and\/or notice of acceleration of the
\n         Obligations; (xvi) relief from any applicable valuation or appraisement
\n         laws; (xvii) any other action by the Agent or any Lender, whether
\n         authorized by this Agreement or otherwise, or any omission by the Agent
\n         or any Lender or other failure of the Agent or any Lender to pursue, or
\n         delay in pursuing, any other remedy in its power; (xviii) any and all
\n         claims and\/or rights of counterclaim, recoupment, setoff or offset; and
\n         (xix) any defense based upon the application of the proceeds of a Loan
\n         for purposes other than the purposes represented by the Borrowers or
\n         intended or understood by the Agent or any Lender or any Borrower. Each
\n         Borrower agrees that the payment and performance of all Obligations or
\n         any part thereof or other act which tolls any statute of limitations
\n         applicable to this Agreement or the other Loan Documents shall
\n         similarly operate to toll the statute of limitations applicable to such
\n         Borrower’s liability hereunder. Without limiting the generality of the
\n         foregoing or any other provision hereof, each Borrower further waives
\n         any and all rights and defenses that such Borrower may have because the
\n         debt of the Borrowers is secured by real property of other Borrowers;
\n         this means, among other things, that: (1) the Lenders may collect from
\n         such Borrower without first foreclosing on any real or personal
\n         property collateral pledged by any other Borrower, (2) if the Agent or
\n         any Lender forecloses on any real property collateral pledged by any
\n         other Borrower, then (A) the amount of the debt may be reduced only by
\n         the price for which that collateral is sold at the foreclosure sale,
\n         even if the collateral is worth more than the sale price, and (B) the
\n         Agent or any Lender may collect from such Borrower even if the Agent or
\n         any Lender, by foreclosing on the real property collateral, has
\n         destroyed any right such Borrower may have to collect from any other
\n         Borrower. The foregoing sentence is an unconditional and irrevocable
\n         waiver of any rights and defenses each Borrower may have because the
\n         Obligations are secured by real property of any other Borrower. Each
\n         Borrower acknowledges and agrees that California Civil Code Section
\n         2856 authorizes and validates waivers of a guarantor’s rights of
\n         subrogation and reimbursement and waivers of certain other rights and
\n         defenses available to a guarantor under California law. Based on the
\n         preceding sentence and without limiting the generality of the foregoing
\n         waivers contained in this subparagraph or any other provision hereof,
\n         each Borrower expressly waives to the extent permitted by law any and
\n         all rights and defenses (except the defense of indefeasible final
\n         payment in full), including without limitation any rights of
\n         subrogation, reimbursement, <\/p>\n
                                      13<\/p>\n
         indemnification and contribution (except contribution pursuant to this
\n         Agreement), which might otherwise be available to such Borrower under
\n         California Civil Code Sections 2787 to 2855, inclusive, 2899 and 3433
\n         and under California Code of Civil Procedure Sections 580a, 580b, 580d
\n         and 726 (or any of such sections), or any other jurisdiction to the
\n         extent the same are applicable to this Agreement or the agreements,
\n         covenants or obligations of any Borrower hereunder.<\/p>\n
                           (e) Each Borrower is fully aware of the financial
\n         condition of the FRC Borrowers or the FMC Borrowers, as applicable, and
\n         is executing and delivering this Agreement based solely upon such
\n         Borrower’s own independent investigation of all matters pertinent
\n         hereto and is not relying in any manner upon any representation or
\n         statement by the Agent or any Lender. Each Borrower hereby assumes full
\n         responsibility for obtaining any additional information concerning the
\n         financial condition of the FRC Borrowers, the FMC Borrowers or any
\n         other guarantor or their respective properties, financial condition and
\n         prospects and any other matter pertinent hereto as such Borrower may
\n         desire, and such Borrower is not relying upon or expecting the Agent or
\n         any Lender to furnish to such Borrower any information now or hereafter
\n         in the possession of the Agent or any Lender concerning the same or any
\n         other matter. By executing this Agreement, each Borrower knowingly
\n         accepts the full range of risks encompassed within a contract of this
\n         type, which risks such Borrower acknowledges. No Borrower shall have
\n         the right to require the Agent or any Lender to obtain or disclose any
\n         information with respect to the Obligations, the financial condition or
\n         prospects of any Borrower, the ability of any Borrower to pay or
\n         perform the Obligations, the existence, perfection, priority or
\n         enforceability of any collateral security for any or all of the
\n         Obligations, the existence or enforceability of any other guaranties of
\n         all or any part of the Obligations, any action or non-action on the
\n         part of the Agent or any Lender, any Borrower or any other Person, or
\n         any other event, occurrence, condition or circumstance whatsoever.<\/p>\n
                           (f) To the extent that any Borrower is a guarantor or
\n         a surety as a result of the joint and several obligations hereunder,
\n         the Obligations of each such FMC Borrower and each such FRC Borrower
\n         shall be limited in amount to an amount not to exceed the maximum
\n         amount of such obligations and liabilities that can be made or assumed
\n         by such Borrower without rendering such obligation or liability void or
\n         voidable under applicable laws relating to fraudulent conveyance,
\n         fraudulent transfer or similar laws affecting the rights of creditors
\n         generally, in each case giving effect to all liabilities of such
\n         Borrower other than any liabilities in respect of intercompany
\n         indebtedness to the extent that it would be discharged in the amount
\n         paid by such Borrower hereunder and giving effect to all rights of
\n         subrogation, contribution, reimbursement, indemnity or similar rights
\n         pursuant to applicable law or any agreement (the “MAXIMUM LIABILITY”).<\/p>\n
                            (g) (i) Each FMC Borrower hereby agrees that to the
\n                  extent that an FMC Borrower makes any payment on behalf of
\n                  FMC, such FMC Borrower shall be entitled to seek and receive
\n                  contribution and indemnification from and to be reimbursed by
\n                  each other FMC Borrower in an amount equal to a fraction of
\n                  such payment, the numerator of which is the Maximum Liability
\n                  of the FMC Borrower making the payment and the denominator of
\n                  which is the Maximum Liability of all FMC Borrowers as of the
\n                  date of determination. Each FMC <\/p>\n
                                      14<\/p>\n
                  Borrower’s right of contribution shall be subject to the terms
\n                  and conditions of SECTION 1.6(h). The provisions of this
\n                  SECTION 1.6(g)(i) shall in no respect limit the obligations
\n                  and liabilities of any FMC Borrower to the Lenders and each
\n                  FMC Borrower shall remain liable to the Lenders for the full
\n                  amount of its liabilities hereunder.<\/p>\n
                               (ii) Each FRC Borrower hereby agrees that to
\n                  the extent that an FRC Borrower makes any payment on behalf of
\n                  FRC, such FRC Borrower shall be entitled to seek and receive
\n                  contribution and indemnification from and to be reimbursed by
\n                  each other FRC Borrower in an amount equal to a fraction of
\n                  such payment, the numerator of which is the Maximum Liability
\n                  of the FRC Borrower making the payment and the denominator of
\n                  which is the Maximum Liability of all FRC Borrowers as of the
\n                  date of determination. Each FRC Borrower’s right of
\n                  contribution shall be subject to the terms and conditions of
\n                  SECTION 1.6(h). The provisions of this SECTION 1.6(g)(ii)
\n                  shall in no respect limit the obligations and liabilities of
\n                  any FRC Borrower to the Lenders and each FRC Borrower shall
\n                  remain liable to the Lenders for the full amount of its
\n                  liabilities hereunder.<\/p>\n
                           (h) No FMC Borrower or FRC Borrower shall be entitled
\n         to be subrogated to any of the rights of the Agent or any Lender
\n         against or any other FMC Borrower or FRC Borrower or any collateral
\n         security or guarantee or right to offset held by the Agent or any
\n         Lender for the payment of the Obligations of FMC or FRC, as the case
\n         may be, nor shall any FMC Borrower or FRC Borrower seek or be entitled
\n         to seek any contribution or reimbursement from or any other FMC
\n         Borrower or FRC Borrower in respect of payments made by such Borrower
\n         hereunder, until all amounts owing to the Agent or any Lender on
\n         account of the Obligations of FMC or FRC, as the case may be, are paid
\n         in full, no Letter of Credit shall be outstanding and the Commitments
\n         are terminated or have expired. If any amount shall be paid to any FMC
\n         Borrower or FRC Borrower on account of such subrogation rights at any
\n         time not permitted hereunder, such amount shall be held by such
\n         Borrower in trust for the Agent and the Lenders, segregated from other
\n         funds of such Borrower, and shall, forthwith upon receipt, be turned
\n         over to the Agent in the exact form received (duly endorsed to the
\n         Agent, if required), to be applied against the Obligations, whether
\n         matured or unmatured, in such order as the Agent may determine.<\/p>\n
                  1.7 BORROWING AGENCY PROVISIONS.<\/p>\n
                           (a) At the request of, and solely as an accommodation
\n         to, Borrowers, the Lenders have agreed to make the Loans to, and to
\n         issue Letters of Credit for the FMC Borrowers and the FRC Borrowers on
\n         a joint and several basis as co-borrowers. In order to facilitate the
\n         co-borrowing arrangement, each FMC Borrower hereby irrevocably
\n         designates Holdings to be its agent and attorney-in-fact for purposes
\n         of the Loan Documents, and each FRC Borrower hereby irrevocably
\n         designates Retail to be its agent and attorney-in-fact for purposes of
\n         the Loan Documents, and each of them hereby irrevocably authorizes such
\n         agent in such capacity to take such actions on behalf of the applicable
\n         FMC Borrower or FRC Borrower, as the case may be, and to exercise such
\n         powers under this Agreement and the other Loan Documents on such
\n         Borrower’s behalf <\/p>\n
                                      15<\/p>\n
         as may otherwise be exercised by such Borrower, together with such
\n         powers as are incidental thereto, including without limitation to
\n         borrow Loans, to execute and deliver Notices of Borrowing, Notices of
\n         Conversion\/Continuation, requests for Letters of Credit, Borrowing Base
\n         Certificates and such other documents, instruments and certificates
\n         required by the Loan Documents in connection with any Borrowing or
\n         repayment of the Loans, to borrow, repay, reborrow, convert and
\n         continue Loans and to receive proceeds of Loans and to give all other
\n         notices and consents hereunder. Each Borrower further irrevocably
\n         authorizes the Agent to act on all such documents, instruments and
\n         certificates delivered by such agents and attorneys-in-fact, and to
\n         pay over and credit the proceeds of any Loans so requested to the
\n         Designated Account of FMC or FRC, as applicable. Each of Holdings and
\n         Retail hereby accepts the appointment to act as agent and attorney in
\n         fact for the FMC Borrowers and the FRC Borrowers, as the case may be.
\n         The Agent and each Lender shall be entitled to rely absolutely on the
\n         appointment and authorization of Holdings to act on behalf of the FMC
\n         Borrowers and of Retail to act on behalf of the FRC Borrowers with
\n         respect to all matters relating to this Agreement and the other Loan
\n         Documents, whether or not any provision of this Agreement or any other
\n         Loan Documents specifically provides that action may or shall be taken
\n         by Holdings or Retail on behalf of the FMC Borrowers or the FRC
\n         Borrowers. The Agent and the Lenders may give all notices to any FMC
\n         Borrower to Holdings and to any FRC Borrower to Retail. Each Borrower
\n         agrees that each notice, election, representation and warranty,
\n         covenant, agreement and undertaking made on its behalf by Holdings or
\n         Retail, as the case may be, shall be deemed for all purposes to have
\n         been made by such Borrower and shall be binding upon and enforceable
\n         against such Borrower to the same extent as if the same had been made
\n         directly by such Borrower.<\/p>\n
                           (b) All Borrowers acknowledge and agree that the
\n         Borrowers are engaged in an integrated operation that requires
\n         financing on the basis of credit availability to each Borrower, that
\n         the co-borrowing arrangement has been established at the request of the
\n         Borrowers, and that each Borrower expects to derive, directly or
\n         indirectly, benefit from such credit availability to the other
\n         Borrowers. Neither the Agent nor the Letter of Credit Issuer nor any
\n         Lender shall incur any liability to Borrowers or any other Loan Party
\n         as a result of the co-borrowing arrangement established by this
\n         Agreement and shall not have any liability or responsibility to the
\n         Borrowers to inquire into the allocation, apportionment or use of the
\n         proceeds of any Loans or extensions of credit hereunder. To induce the
\n         Agent, the Letter of Credit Issuer and the Lenders to establish this
\n         co-borrowing arrangement and in consideration thereof, each Borrower
\n         hereby indemnifies the Agent, the Letter of Credit Issuer and the
\n         Lenders, and their respective successors and assigns, and agrees to
\n         hold each of them harmless from any and all liabilities, expenses,
\n         losses, damages and claims asserted against them by any Person arising
\n         from or incurred by reason of the handling of the financing
\n         arrangements of the Borrowers as provided in this Agreement, any
\n         reliance by the Agent, the Letter of Credit Issuer or any Lender on any
\n         document, request or instruction given by the agents designated by the
\n         FMC Borrowers and the FRC Borrowers herein to act on their behalf or
\n         any other action taken by the Agent, the Letter of Credit Issuer or the
\n         Lenders with respect to the co-borrowing arrangement; PROVIDED,
\n         HOWEVER, that no Borrower shall have an obligation to indemnify any of
\n         the Agent, the Letter of Credit Issuer or any Lender under this SECTION
\n         1.7 with respect to any liabilities finally determined by a court of<\/p>\n
                                      16<\/p>\n
         competent jurisdiction to have resulted primarily from the gross
\n         negligence or willful misconduct of such indemnified party. The
\n         agreements of the Borrowers contained in this SECTION 1.7 shall survive
\n         payment of all other Obligations.<\/p>\n
                  1.8 SENIOR DEBT. All Obligations of Fleetwood under this
\nAgreement and the other Loan Documents, and all rights of contribution,
\nindemnity, subrogation and reimbursement relating to the Obligations of any Loan
\nParty with respect to Fleetwood, are “Senior Debt” under the Subordinated
\nDebentures and Fleetwood’s guaranty of the Trust Securities.<\/p>\n
                                    ARTICLE 2
\n                                INTEREST AND FEES<\/p>\n
                  2.1 INTEREST.<\/p>\n
                           (a) INTEREST RATES. All outstanding Obligations shall
\n         bear interest on the unpaid principal amount thereof (including, to the
\n         extent permitted by law, on interest thereon not paid when due) from
\n         the date made until paid in full in cash at a rate determined by
\n         reference to the Base Rate or the LIBOR Rate plus the Applicable
\n         Margin, but not to exceed the Maximum Rate. The Term Loans shall be
\n         Base Rate Loans. If at any time Loans are outstanding with respect to
\n         which a Borrower has not delivered to the Agent a notice specifying the
\n         basis for determining the interest rate applicable thereto in
\n         accordance herewith, those Loans shall bear interest at a rate
\n         determined by reference to the Base Rate until notice to the contrary
\n         has been given to the Agent in accordance with this Agreement and such
\n         notice has become effective.<\/p>\n
         Each change in the Base Rate shall be reflected in the interest rate
\n         applicable to Base Rate Loans as of the effective date of such change.
\n         All interest charges shall be computed on the basis of a year of 360
\n         days and actual days elapsed (which results in more interest being paid
\n         than if computed on the basis of a 365-day year). The applicable
\n         Borrowers shall pay to the Agent, for the ratable benefit of the
\n         Revolving Credit Lenders or the Term Lenders, as the case may be,
\n         interest accrued on all Loans in arrears on the first day of each month
\n         hereafter and on the Termination Date.<\/p>\n
                           (b) DEFAULT RATE. If any Default or Event of Default
\n         occurs and is continuing and the Agent or the Majority Lenders in their
\n         discretion so elect, then, from the date of the occurrence of any such
\n         Default or Event of Default and so long as such Default or Event of
\n         Default is continuing, all of the Obligations shall bear interest at
\n         the Default Rate applicable thereto; provided that from the date of the
\n         occurrence of an Event of Default under SECTION 9.1(a) with respect to
\n         any Term Loan Obligation, the Term Loan Obligations shall automatically
\n         bear interest at the Default Rate applicable thereto.<\/p>\n
                  2.2 CONTINUATION AND CONVERSION ELECTIONS.<\/p>\n
                           (a) FMC or FRC may:<\/p>\n
                               (i) elect, as of any Business Day, in the
\n                  case of Base Rate Revolving Loans to convert any such Base
\n                  Rate Revolving Loans (or any part <\/p>\n
                                      17<\/p>\n
                  thereof in an amount not less than $1,000,000, or that is in
\n                  an integral multiple of $500,000 in excess thereof) into LIBOR
\n                  Rate Loans; or<\/p>\n
                               (ii) elect, as of the last day of the
\n                  applicable Interest Period, to continue any LIBOR Rate Loans
\n                  having Interest Periods expiring on such day (or any part
\n                  thereof in an amount not less than $1,000,000, or that is in
\n                  an integral multiple of $500,000 in excess thereof);<\/p>\n
         PROVIDED, that if at any time the aggregate amount of LIBOR Rate Loans
\n         in respect of any Borrowing is reduced, by payment, prepayment, or
\n         conversion of part thereof to be less than $1,000,000, such LIBOR Rate
\n         Loans shall automatically convert into Base Rate Loans; PROVIDED
\n         FURTHER that if the notice shall fail to specify the duration of the
\n         Interest Period, such Interest Period shall be one month.<\/p>\n
                           (b) FMC or FRC shall deliver a notice of
\n         continuation\/conversion (“NOTICE OF CONTINUATION\/CONVERSION”) to the
\n         Agent not later than 10:00 a.m. (Los Angeles time) at least three (3)
\n         Business Days in advance of the Continuation\/Conversion Date, if the
\n         Loans are to be converted into or continued as LIBOR Rate Loans and
\n         specifying:<\/p>\n
                               (i) the proposed Continuation\/Conversion Date;<\/p>\n
                              (ii) the aggregate amount of Loans to be converted
\n                  or renewed;<\/p>\n
                             (iii) the type of Loans resulting from the proposed
\n                  conversion or continuation; and<\/p>\n
                              (iv) the duration of the requested Interest
\n                  Period, PROVIDED, HOWEVER, the Borrowers may not select an
\n                  Interest Period that ends after the Stated Termination Date.<\/p>\n
                           (c) If upon the expiration of any Interest Period
\n         applicable to LIBOR Rate Loans, FMC or FRC, as the case may be, has
\n         failed to select timely a new Interest Period to be applicable to LIBOR
\n         Rate Loans or if any Default or Event of Default then exists, the
\n         applicable Borrower(s) shall be deemed to have elected to convert such
\n         LIBOR Rate Loans into Base Rate Loans effective as of the expiration
\n         date of such Interest Period.<\/p>\n
                           (d) The Agent will promptly notify each Lender of its
\n         receipt of a Notice of Continuation\/Conversion. All conversions and
\n         continuations shall be made ratably according to the respective
\n         outstanding principal amounts of the Loans with respect to which the
\n         notice was given held by each Lender.<\/p>\n
                           (e) There may not be more than seven (7) different
\n         LIBOR Rate Loans in effect  hereunder at any time.<\/p>\n
                  2.3      MAXIMUM INTEREST RATE. In no event shall any interest
\nrate provided for hereunder exceed the maximum rate legally chargeable by any
\nLender under applicable law for <\/p>\n
                                      18<\/p>\n
such Lender with respect to loans of the type provided for hereunder (the
\n“MAXIMUM RATE”). If, in any month, any interest rate, absent such limitation,
\nwould have exceeded the Maximum Rate, then the interest rate for that month
\nshall be the Maximum Rate, and, if in future months, that interest rate would
\notherwise be less than the Maximum Rate, then that interest rate shall remain at
\nthe Maximum Rate until such time as the amount of interest paid hereunder equals
\nthe amount of interest which would have been paid if the same had not been
\nlimited by the Maximum Rate. In the event that, upon payment in full of the
\nObligations, the total amount of interest paid or accrued under the terms of
\nthis Agreement is less than the total amount of interest which would, but for
\nthis SECTION 2.3, have been paid or accrued if the interest rate otherwise set
\nforth in this Agreement had at all times been in effect, then the Borrowers
\nshall, to the extent permitted by applicable law, pay the Agent, for the account
\nof the Lenders, an amount equal to the excess of (a) the lesser of (i) the
\namount of interest which would have been charged if the Maximum Rate had, at all
\ntimes, been in effect or (ii) the amount of interest which would have accrued
\nhad the interest rate otherwise set forth in this Agreement, at all times, been
\nin effect over (b) the amount of interest actually paid or accrued under this
\nAgreement. If a court of competent jurisdiction determines that the Agent and\/or
\nany Lender has received interest and other charges hereunder in excess of the
\nMaximum Rate, such excess shall be deemed received on account of, and shall
\nautomatically be applied to reduce, the Obligations other than interest, in the
\ninverse order of maturity, and if there are no Obligations outstanding, the
\nAgent and\/or such Lender shall refund to the applicable Borrower(s) such excess.<\/p>\n
                  2.4 CLOSING FEE. The Borrowers, jointly and severally, agree
\nto pay the Agent on the Closing Date a closing fee (the “CLOSING FEE”) as set
\nforth in the Fee Letter.<\/p>\n
                  2.5 UNUSED LINE FEE. On the first day of each month and on the
\nTermination Date the Borrowers, jointly and severally, agree to pay to the
\nAgent, for the account of the Revolving Credit Lenders, in accordance with their
\nrespective Pro Rata Shares, an unused line fee (the “UNUSED LINE FEE”) equal to
\npercentage per annum set forth in the definition of Applicable Margin times the
\namount by which the Maximum Revolver Amount exceeded the sum of the average
\ndaily outstanding amount of Revolving Loans and the average daily undrawn face
\namount of outstanding Letters of Credit, during the immediately preceding month
\nor shorter period if calculated for the first month hereafter or on the
\nTermination Date. The Unused Line Fee shall be computed on the basis of a
\n360-day year for the actual number of days elapsed. All principal payments
\nreceived by the Agent shall be deemed to be credited to the applicable
\nBorrowers’ Loan Account immediately upon receipt for purposes of calculating the
\nUnused Line Fee pursuant to this SECTION 2.5.<\/p>\n
                  2.6 LETTER OF CREDIT FEE. FMC or FRC, as applicable, agree to
\npay to the Agent, for the account of the Revolving Credit Lenders, in accordance
\nwith their respective Pro Rata Shares, for each Letter of Credit, a fee (the
\n“LETTER OF CREDIT FEE”) equal to the percentage per annum set forth in the
\ndefinition of Applicable Margin times the undrawn face amount of each Letter of
\nCredit and to the Agent for the benefit of the Letter of Credit Issuer a
\nfronting fee of one-eighth of one percent (0.125%) per annum of the undrawn face
\namount of each Letter of Credit, and to the Letter of Credit Issuer, all
\nout-of-pocket costs, fees and expenses incurred by the Letter of Credit Issuer
\nin connection with the application for, processing of, issuance of, or amendment
\nto any Letter of Credit. The Letter of Credit Fee shall be payable monthly in
\narrears on the first day of each month following any month in which a Letter of
\nCredit is outstanding <\/p>\n
                                      19<\/p>\n
and on the Termination Date. The Letter of Credit Fee shall be computed on the
\nbasis of a 360-day year for the actual number of days elapsed.<\/p>\n
                                    ARTICLE 3
\n                            PAYMENTS AND PREPAYMENTS<\/p>\n
                  3.1 REVOLVING LOANS. FMC or FRC shall repay the outstanding
\nprincipal balance of the Revolving Loans made to it, plus all accrued but unpaid
\ninterest thereon, on the Termination Date. A Borrower may prepay Revolving Loans
\nat any time, and reborrow subject to the terms of this Agreement. In addition,
\nand without limiting the generality of the foregoing, upon demand FMC or FRC, as
\napplicable, shall pay to the Agent, for account of the Revolving Credit Lenders,
\nthe amount, without duplication, by which its Aggregate Revolver Outstandings
\nexceeds the lesser of its Borrowing Base or the Maximum Revolver Amount.<\/p>\n
                  3.2 TERMINATION OF FACILITY. The Borrowers may terminate this
\nAgreement upon at least thirty days’ notice to the Agent and the Lenders, upon
\n(a) the payment in full of all outstanding Revolving Loans, together with
\naccrued interest thereon, and the cancellation and return of all outstanding
\nLetters of Credit (or the provision of Cash Collateral or a Supporting Letter of
\nCredit in accordance with SECTION 1.4(g) above), (b) the prepayment in full of
\nthe Term Loans, together with accrued and unpaid interest thereon, (c) the
\npayment of the early termination fee set forth below, (d) the payment in full in
\ncash of all reimbursable expenses and other Obligations, and (e) with respect to
\nany LIBOR Rate Loans prepaid, payment of the amounts due under SECTION 4.4, if
\nany. If this Agreement is terminated prior to the first anniversary of the
\nClosing Date, whether pursuant to this SECTION 3.2 or pursuant to SECTION 9.2,
\nBorrowers shall pay to the Agent, for the accounts of the Lenders, in proportion
\nto their respective Pro Rata Shares, an early termination fee equal to two
\npercent (2%) of the Total Facility. No early termination fee shall be payable if
\nthis Agreement is terminated after the first anniversary of the Closing Date.<\/p>\n
                  3.3 REPAYMENT OF THE TERM LOANS.<\/p>\n
                           (a) AMORTIZATION OF TERM LOAN.<\/p>\n
                               (i) On the first day of each calendar month,
\n                  commencing with the first day of the first calendar month
\n                  after the first Anniversary Date, FMC agrees to repay the
\n                  principal amount of Term Loans in an amount equal to
\n                  $1,000,000.<\/p>\n
                               (ii) On the second Anniversary Date, FMC
\n                  agrees to repay the outstanding principal amount of and all
\n                  accrued and unpaid interest on the Term Loans.<\/p>\n
                           (b) TERM  LENDERS.  FMC agrees to repay the principal
\n         of the Term Loans to the Agent,  for the account of the Lenders as set
\n         forth in SECTION 1.3.<\/p>\n
                           (c) APPLICATION OF PREPAYMENTS. Any prepayments to
\n         Term Loan hereunder shall be applied FIRST, to the repayments of Term
\n         Loans required pursuant to <\/p>\n
                                      20<\/p>\n
         SECTION 3.3(a)(ii), and SECOND, to the repayments of Term Loans
\n         required pursuant to SECTION 3.3(a)(i) in inverse order of maturity.<\/p>\n
                  3.4 PREPAYMENTS OF THE LOANS.<\/p>\n
                           (a) FMC may prepay the principal of the Term Loans in
\n         whole or in part, at any time and from time to time upon at least 5
\n         Business Days’ prior written notice to the Agent and the Term Lenders.
\n         All voluntary prepayments of the principal of the Term Loans shall be
\n         accompanied by the payment of all accrued but unpaid interest on the
\n         Term Loans to the date of prepayment. Amounts prepaid in respect of the
\n         Term Loans may not be reborrowed.<\/p>\n
                           (b) Immediately upon receipt by any Loan Party of
\n         proceeds of any disposition of Eligible Equipment or Eligible Real
\n         Estate, FMC shall repay the Revolving Loans in an amount equal to the
\n         amount advanced against the applicable asset in calculation of the
\n         Borrowing Base, and the Maximum PP&E Loan Amount shall be permanently
\n         reduced by such amount.<\/p>\n
                           (c) Subject to the terms of SECTION 7.9 permitting
\n         certain reinvestment of asset disposition proceeds, immediately upon
\n         any receipt by any Loan Party of proceeds of any disposition of any
\n         Term Loan Collateral, FMC shall repay the Term Loans in an amount equal
\n         to all such proceeds, net of (A) commissions and other customary
\n         transaction costs, fees and expenses properly attributable to such
\n         transaction and payable by a Loan Party in connection therewith (other
\n         than any amounts payable to any Affiliate), (B) transfer taxes, (C)
\n         amounts payable to holders of senior Liens (to the extent that such
\n         Liens are Permitted Liens), if any, (D) an appropriate reserve for
\n         income taxes in accordance with GAAP in connection therewith; and (E)
\n         with respect to any sale of all of the Capital Stock of the Identified
\n         Subsidiary an amount equal the amount advanced against the Eligible
\n         Accounts and Eligible Inventory of the Identified Subsidiary (the “NET
\n         PROCEEDS”). After the Term Loans have been repaid in full, any
\n         remaining Net Proceeds shall be applied to the Revolving Loans, but
\n         without reduction of the Revolving Credit Commitments.<\/p>\n
                           (d) Immediately upon any receipt by any Loan Party of
\n         proceeds of any assets (other than (i) Inventory sold in the ordinary
\n         course of business and (ii) assets described in SUBSECTIONS (b) or (c)
\n         above), the Borrowers shall repay the Revolving Loans in an amount
\n         equal to the Net Proceeds, but without reduction of the Revolving
\n         Credit Commitments.<\/p>\n
                           (e) Concurrently with an FRC Borrower Release, the
\n         Borrowers shall repay the Revolving Loans in an amount equal the amount
\n         advanced against the Eligible Accounts, Eligible Inventory and Eligible
\n         Equipment of the FRC Borrower being released in such FRC Borrower
\n         Release, but without reduction of the Revolving Credit Commitments.<\/p>\n
                           (f) Concurrently with the sale of the Capital Stock
\n         of the Identified Subsidiary, the Borrowers shall repay the Revolving
\n         Loans in an amount equal to the <\/p>\n
                                      21<\/p>\n
         amount advanced against the Eligible Accounts and Eligible Inventory of
\n         the Identified Subsidiary, but without reduction of the Revolving
\n         Credit Commitments.<\/p>\n
                           (g) No provision contained in this SECTION 3.4 shall
\n         constitute a consent to an asset disposition that is otherwise not
\n         permitted by the terms of this Agreement.<\/p>\n
                  3.5 LIBOR RATE LOAN PREPAYMENTS. In connection with any
\nprepayment, if any LIBOR Rate Loans are prepaid prior to the expiration date of
\nthe Interest Period applicable thereto, the applicable Borrower shall pay to the
\nRevolving Credit Lenders the amounts described in SECTION 4.4.<\/p>\n
                  3.6 PAYMENTS BY THE BORROWERS.<\/p>\n
                           (a) All payments to be made by the Borrowers shall be
\n         made without set-off, recoupment or counterclaim. Except as otherwise
\n         expressly provided herein, all payments by the Borrowers shall be made
\n         to the Agent for the account of the Revolving Credit Lenders or Term
\n         Lenders, as applicable, at the account designated by the Agent and
\n         shall be made in Dollars and in immediately available funds, no later
\n         than 12:00 noon (Los Angeles time) on the date specified herein. Any
\n         payment received by the Agent after such time shall be deemed (for
\n         purposes of calculating interest only) to have been received on the
\n         following Business Day and any applicable interest shall continue to
\n         accrue.<\/p>\n
                           (b) Subject to the provisions set forth in the
\n         definition of “INTEREST PERIOD”, whenever any payment is due on a day
\n         other than a Business Day, such payment shall be due on the following
\n         Business Day, and such extension of time shall in such case be included
\n         in the computation of interest or fees, as the case may be.<\/p>\n
                  3.7 PAYMENTS AS REVOLVING LOANS. At the election of the Agent,
\nall payments of principal of or interest on the Revolving Loans, reimbursement
\nobligations in connection with Letters of Credit and Credit Support for Letters
\nof Credit, fees, premiums, reimbursable expenses and other sums payable
\nhereunder (other than the Term Loans), may be paid from the proceeds of
\nRevolving Loans made hereunder. Proceeds of Revolving Loans may be used to make
\npayments of the Term Loan Obligations only if: (a) for payments of the Term Loan
\nObligations under SECTION 3.3(a)(i), no Event of Default has occurred and is
\ncontinuing, and (b) for payments of Term Loan Obligations under SECTION
\n3.3(a)(ii), (x) no Event of Default has occurred and is continuing, (y) the
\namount of the average of the Liquidity for each of the most recent three
\ncalendar months is at least $60,000,000 and (z) on the date of any such payment
\nof the Term Loan Obligations, after giving effect to any Borrowing, the
\nAggregate Availability PLUS the Qualified Cash Equivalents is equal to or
\ngreater than $10,000,000 plus the amount, on such date, of the required minimum
\nAggregate Availability under SECTION 7.25. Each Borrower hereby irrevocably
\nauthorizes the Agent to charge the applicable Loan Account for the purpose of
\npaying all amounts from time to time due from FMC and FRC or any FMC Borrower or
\nFRC Borrower and agrees that all such amounts charged shall constitute Revolving
\nLoans (including Non-Ratable Loans and Agent Advances).<\/p>\n
                                      22<\/p>\n
                  3.8 APPORTIONMENT, APPLICATION AND REVERSAL OF PAYMENTS.
\nPrincipal and interest payments shall be apportioned ratably among the Lenders
\n(according to the unpaid principal balance of the Loans to which such payments
\nrelate held by each Lender). All payments shall be remitted to the Agent and all
\nsuch payments not relating to principal or interest of specific Loans, or not
\nconstituting payment of specific fees, and all proceeds of Accounts, or, except
\nas set forth below with respect to Term Loan Collateral, other Collateral
\nreceived by the Agent, shall be applied, ratably, subject to the provisions of
\nthis Agreement, FIRST, to pay any fees, indemnities, or expense reimbursements
\n(other than amounts related to Bank Products) then due to the Agent or the
\nLenders from the applicable Borrower; SECOND, to pay interest due from such
\nBorrower in respect of all Loans, including Non-Ratable Loans and Agent
\nAdvances; THIRD, to pay or prepay principal of the Non-Ratable Loans and Agent
\nAdvances owed by such Borrower; FOURTH, to pay or prepay principal of the
\nRevolving Loans (other than Non-Ratable Loans and Agent Advances) and unpaid
\nreimbursement obligations in respect of Letters of Credit; FIFTH, to pay an
\namount to the Agent equal to all outstanding Letter of Credit Obligations of
\nsuch Borrower to be held as cash collateral for such Obligations; SIXTH, to pay
\nor prepay principal of the Term Loans owed by such Borrower; SEVENTH, to the
\npayment of any other Obligation (other than amounts related to Bank Products)
\ndue to the Agent or any Lender by such Borrower and EIGHTH, to pay any fees,
\nindemnities or expense reimbursements related to Bank Products due to the Agent
\nfrom the applicable Borrower. Notwithstanding the foregoing, until the Term
\nLoans have been paid in full, proceeds of the Term Loan Collateral shall be
\napplied FIRST to pay any fees, indemnities or expense reimbursements relating to
\nthe Term Loans or the Term Loan Collateral then due to the Agent or the Lenders
\nfrom FMC; SECOND, to pay interest due from FMC in respect to the Term Loans;
\nTHIRD, to pay or prepay principal of the Term Loans; and FOURTH, to all other
\nObligations in accordance with the preceding sentence. Notwithstanding anything
\nto the contrary contained in this Agreement, unless so directed by the
\napplicable Borrower, or unless an Event of Default has occurred and is
\ncontinuing, neither the Agent nor any Lender shall apply any payments which it
\nreceives to any LIBOR Rate Loan, except (a) on the expiration date of the
\nInterest Period applicable to any such LIBOR Rate Loan, or (b) in the event, and
\nonly to the extent, that there are no outstanding Base Rate Loans and, in any
\nevent, the applicable Borrower shall pay LIBOR breakage losses in accordance
\nwith SECTION 4.4. The Agent and the Lenders shall have the continuing and
\nexclusive right to apply and reverse and reapply any and all such proceeds and
\npayments to any portion of the Obligations.<\/p>\n
                  3.9 INDEMNITY FOR RETURNED PAYMENTS. If after receipt of any
\npayment which is applied to the payment of all or any part of the Obligations,
\nthe Agent, any Lender, the Bank or any Affiliate of the Bank is for any reason
\ncompelled to surrender such payment or proceeds to any Person because such
\npayment or application of proceeds is invalidated, declared fraudulent, set
\naside, determined to be void or voidable as a preference, impermissible setoff,
\nor a diversion of trust funds, or for any other reason, then the Obligations or
\npart thereof intended to be satisfied shall be revived and continued and this
\nAgreement shall continue in full force as if such payment or proceeds had not
\nbeen received by the Agent, such Lender, the Bank or any Affiliate of the Bank
\nand the Borrowers shall be liable to pay to the Agent and the Lenders, and
\nhereby indemnify the Agent and the Lenders and hold the Agent and the Lenders
\nharmless for the amount of such payment or proceeds surrendered. The provisions
\nof this SECTION 3.9 shall be and remain effective notwithstanding any contrary
\naction which may have been taken by the Agent or any Lender, the Bank or any
\nAffiliate of the Bank in reliance upon such payment or application of proceeds,
\nand any such contrary action so taken shall be without prejudice to the<\/p>\n
                                      23<\/p>\n
Agent’s and the Lenders’ rights under this Agreement and shall be deemed to have
\nbeen conditioned upon such payment or application of proceeds having become
\nfinal and irrevocable. The provisions of this SECTION 3.9 shall survive the
\ntermination of this Agreement.<\/p>\n
             3.10 THE AGENT’S AND LENDERS’ BOOKS AND RECORDS; MONTHLY
\nSTATEMENTS. The Agent shall record the principal amount of the Loans owing to
\neach Lender, the undrawn face amount of all outstanding Letters of Credit and
\nthe aggregate amount of unpaid reimbursement obligations outstanding with
\nrespect to the Letters of Credit from time to time on its books. In addition,
\neach Lender may note the date and amount of each payment or prepayment of
\nprincipal of such Lender’s Loans in its books and records. Failure by the Agent
\nor any Lender to make such notation shall not affect the obligations of the
\napplicable Borrower with respect to the Loans or the Letters of Credit. Each
\nBorrower agrees that the Agent’s and each Lender’s books and records showing the
\nObligations and the transactions pursuant to this Agreement and the other Loan
\nDocuments shall be admissible in any action or proceeding arising therefrom, and
\nshall constitute rebuttably presumptive proof thereof, irrespective of whether
\nany Obligation is also evidenced by a promissory note or other instrument. The
\nAgent will provide to the Borrowers a monthly statement of Loans, payments, and
\nother transactions pursuant to this Agreement. Such statement shall be deemed
\ncorrect, accurate, and binding on the Borrowers and an account stated (except
\nfor reversals and reapplications of payments made as provided in SECTION 3.8 and
\ncorrections of errors discovered by the Agent), unless the Borrowers notify the
\nAgent in writing to the contrary within thirty (30) days after such statement is
\nrendered. In the event a timely written notice of objections is given by the
\nBorrowers, only the items to which exception is expressly made will be
\nconsidered to be disputed by the Borrowers.<\/p>\n
             3.11 RELEASE OF FRC BORROWER. Provided that no Default or Event of
\nDefault has occurred and is continuing (or would occur or exist as a result of
\nor following the release of an FRC Borrower pursuant to this SECTION 3.11),
\nFleetwood shall have the right, subject to the provisions of this SECTION 3.11,
\nto obtain a release of an FRC Borrower (each, an “FRC BORROWER RELEASE”) from
\nits Obligations under this Agreement and the other Loan Documents. In the event
\nFleetwood seeks to obtain an FRC Borrower Release, the Agent shall release such
\nFRC Borrower (each a “RELEASED FRC BORROWER”) from this Agreement and the other
\nLoan Documents, but only upon satisfaction of all of the following conditions:<\/p>\n
                           (a) Any request for an FRC Borrower Release shall be
\n         made in writing to the Agent no less than five (5) Business Days prior
\n         to the date of the requested FRC Borrower Release;<\/p>\n
                           (b) the FRC Borrowers  make any payment  required
\n         pursuant to SECTION 3.4(e) in connection with such FRC Borrower
\n         Release;<\/p>\n
                           (c) the FRC Borrowers shall pay all of the Agent’s
\n         reasonable costs and expenses, including counsel fees and
\n         disbursements, incurred in connection with the FRC Borrower Release and
\n         the review and approval of the documents and information required to be
\n         delivered in connection therewith; and<\/p>\n
                           (d) the FRC Borrowers shall deliver to the Agent
\n         simultaneously with the request referred to in clause (a) above, an FRC
\n         Borrowing Base Certificate signed by <\/p>\n
                                      24<\/p>\n
         an Authorized Officer of FRC, representing and certifying the pro
\n         forma calculations after giving effect to the proposed FRC Borrower
\n         Release.<\/p>\n
                                    ARTICLE 4
\n                     TAXES, YIELD PROTECTION AND ILLEGALITY<\/p>\n
             4.1 TAXES.<\/p>\n
                           (a) Any and all payments by the Borrowers to each
\n         Lender or the Agent under this Agreement and any other Loan Document
\n         shall be made free and clear of, and without deduction or withholding
\n         for any Taxes. In addition, the Borrowers shall pay all Other Taxes.<\/p>\n
                           (b) Each Borrower agrees to indemnify and hold
\n         harmless each Lender and the Agent for the full amount of Taxes or
\n         Other Taxes (including any Taxes or Other Taxes imposed by any
\n         jurisdiction on amounts payable under this Section) paid by any Lender
\n         or the Agent and any liability (including penalties, interest,
\n         additions to tax and expenses) arising therefrom or with respect
\n         thereto, whether or not such Taxes or Other Taxes were correctly or
\n         legally asserted. Payment under this indemnification shall be made
\n         within 30 days after the date such Lender or the Agent makes written
\n         demand therefor.<\/p>\n
                           (c) If a Borrower shall be required by law to deduct
\n         or withhold any Taxes or Other Taxes from or in respect of any sum
\n         payable hereunder to any Lender or the Agent, then:<\/p>\n
                                    (i) the sum payable shall be increased as
\n                  necessary so that after making all required deductions and
\n                  withholdings (including deductions and withholdings applicable
\n                  to additional sums payable under this Section) such Lender or
\n                  the Agent, as the case may be, receives an amount equal to the
\n                  sum it would have received had no such deductions or
\n                  withholdings been made;<\/p>\n
                                    (ii)    such Borrower shall make such
\n                  deductions and withholdings;<\/p>\n
                                    (iii) such Borrower shall pay the full
\n                  amount deducted or withheld to the relevant taxing authority
\n                  or other authority in accordance with applicable law; and<\/p>\n
                                    (iv) such Borrower shall also pay to each
\n                  Lender or the Agent for the account of such Lender, at the
\n                  time interest is paid, all additional amounts which the
\n                  respective Lender specifies as necessary to preserve the
\n                  after-tax yield such Lender would have received if such Taxes
\n                  or Other Taxes had not been imposed.<\/p>\n
                           (d) At the Agent’s request, within 30 days after the
\n         date of any payment by a Borrower of Taxes or Other Taxes, such
\n         Borrower shall furnish the Agent the original or a certified copy of a
\n         receipt evidencing payment thereof, or other evidence <\/p>\n
                                      25<\/p>\n
         of payment satisfactory to the Agent. If any Borrower determines in
\n         good faith that a reasonable basis exists for contesting any Taxes or
\n         Other Taxes, at the request of such Borrower, the relevant Lender shall
\n         cooperate with such Borrower in challenging such Tax or Other Tax at
\n         such Borrower’s expense (but shall have no obligation to disclose any
\n         confidential information with respect to such Lender). No Lender shall
\n         have any obligation to contest any Tax or Other Tax, except to
\n         cooperate with the Borrowers in any contest requested by a Borrower as
\n         provided herein. If any Lender becomes aware that it has received a
\n         refund for any Tax or Other Tax for which a payment has been made to it
\n         by the Borrowers under this Section, which in the good faith judgment
\n         of such Lender is allocable to such payment, the amount of such refund
\n         shall be paid to the applicable Borrower(s) to the extent that such
\n         Borrower(s) have paid in full the payments required by this SECTION 4.1<\/p>\n
                           (e) If a Borrower is required to pay additional
\n         amounts to any Lender or the Agent pursuant to SUBSECTION (c) of this
\n         Section, then such Lender shall use reasonable efforts (consistent with
\n         legal and regulatory restrictions) to change the jurisdiction of its
\n         lending office so as to eliminate any such additional payment by such
\n         Borrower which may thereafter accrue, if such change in the judgment of
\n         such Lender is not otherwise disadvantageous to such Lender.<\/p>\n
             4.2 ILLEGALITY.<\/p>\n
                           (a) If any Revolving Credit Lender determines that
\n         the introduction of any Requirement of Law, or any change in any
\n         Requirement of Law, or in the interpretation or administration of any
\n         Requirement of Law, has made it unlawful, or that any central bank or
\n         other Governmental Authority has asserted that it is unlawful, for any
\n         Revolving Credit Lender or its applicable lending office to make LIBOR
\n         Rate Loans, then, on notice thereof by that Revolving Credit Lender to
\n         the Borrowers through the Agent, any obligation of that Revolving
\n         Credit Lender to make LIBOR Rate Loans shall be suspended until that
\n         Revolving Credit Lender notifies the Agent and the Borrowers that the
\n         circumstances giving rise to such determination no longer exist.<\/p>\n
                           (b) If a Revolving Credit Lender determines that it
\n         is unlawful to maintain any LIBOR Rate Loan, the Borrowers shall, upon
\n         receipt of notice of such fact and demand from such Revolving Credit
\n         Lender (with a copy to the Agent), prepay in full such LIBOR Rate Loans
\n         of that Revolving Credit Lender then outstanding, together with
\n         interest accrued thereon and amounts required under SECTION 4.4, either
\n         on the last day of the Interest Period thereof, if that Revolving
\n         Credit Lender may lawfully continue to maintain such LIBOR Rate Loans
\n         to such day, or immediately, if that Revolving Credit Lender may not
\n         lawfully continue to maintain such LIBOR Rate Loans. If the Borrowers
\n         are required to so prepay any LIBOR Rate Loans, then concurrently with
\n         such prepayment, the applicable Borrower shall borrow from the affected
\n         Revolving Credit Lender, in the amount of such repayment, a Base Rate
\n         Loan.<\/p>\n
                                      26<\/p>\n
             4.3 INCREASED COSTS AND REDUCTION OF RETURN.<\/p>\n
                           (a) If any Lender determines that due to either (i)
\n         the introduction of any Requirement of Law, or any change in any
\n         Requirement of Law, or any change in the interpretation of any
\n         Requirement of Law or (ii) the compliance by that Lender with any
\n         guideline or request from any central bank or other Governmental
\n         Authority (whether or not having the force of law), there shall be any
\n         increase in the cost to such Lender of agreeing to make or making,
\n         funding or maintaining any LIBOR Rate Loans, then the Borrowers shall
\n         be liable for, and shall from time to time, upon demand (with a copy of
\n         such demand to be sent to the Agent), pay to the Agent for the account
\n         of such Lender, additional amounts as are sufficient to compensate such
\n         Lender for such increased costs.<\/p>\n
                           (b) If any Lender shall have determined that (i) the
\n         introduction of any Capital Adequacy Regulation, (ii) any change in any
\n         Capital Adequacy Regulation, (iii) any change in the interpretation or
\n         administration of any Capital Adequacy Regulation by any central bank
\n         or other Governmental Authority charged with the interpretation or
\n         administration thereof, or (iv) compliance by such Lender or any
\n         corporation or other entity controlling such Lender with any Capital
\n         Adequacy Regulation, affects or would affect the amount of capital
\n         required or expected to be maintained by such Lender or any corporation
\n         or other entity controlling such Lender and (taking into consideration
\n         such Lender’s or such corporation’s or other entity’s policies with
\n         respect to capital adequacy and such Lender’s desired return on
\n         capital) determines that the amount of such capital is increased as a
\n         consequence of its Commitments, Loans, credits or obligations under
\n         this Agreement, then, upon demand of such Lender to the Borrowers
\n         through the Agent, the Borrowers shall pay to such Lender, from time to
\n         time as specified by such Lender, additional amounts sufficient to
\n         compensate such Lender for such increase.<\/p>\n
             4.4 FUNDING LOSSES. FMC or FRC, as the case may be, shall reimburse
\neach Revolving Credit Lender and hold each Revolving Credit Lender harmless from
\nany loss or expense which such Lender may sustain or incur as a consequence of:<\/p>\n
                           (a) the failure of the applicable Borrower(s) to make
\n         on a timely basis any payment of principal of any LIBOR Rate Loan;<\/p>\n
                           (b) the failure of the applicable Borrower(s) to
\n         borrow, continue or convert a Loan after such Borrower has given (or is
\n         deemed to have given) a Notice of Borrowing or a Notice of
\n         Continuation\/Conversion; or<\/p>\n
                           (c) the prepayment or other payment (including
\n         after acceleration thereof) of any LIBOR Rate Loans on a day that is
\n         not the last day of the relevant Interest Period;<\/p>\n
including any such loss of anticipated profit and any loss or expense arising
\nfrom the liquidation or reemployment of funds obtained by it to maintain its
\nLIBOR Rate Loans or from fees payable to terminate the deposits from which such
\nfunds were obtained. The Borrowers shall also pay any customary administrative
\nfees charged by any Lender in connection with the foregoing.<\/p>\n
                                      27<\/p>\n
             4.5 INABILITY TO DETERMINE RATES. If the Agent determines that for
\nany reason adequate and reasonable means do not exist for determining the LIBOR
\nRate for any requested Interest Period with respect to a proposed LIBOR Rate
\nLoan, or that the LIBOR Rate for any requested Interest Period with respect to a
\nproposed LIBOR Rate Loan does not adequately and fairly reflect the cost to the
\nRevolving Credit Lenders of funding such Loan, the Agent will promptly so notify
\nthe Borrowers and each Revolving Credit Lender. Thereafter, the obligation of
\nthe Revolving Credit Lenders to make or maintain LIBOR Rate Loans hereunder
\nshall be suspended until the Agent revokes such notice in writing; and the Agent
\nshall promptly deliver such notice after it determines that the reason for such
\nsuspension no longer exists. Upon receipt of such notice of suspension,
\nBorrowers may revoke any Notice of Borrowing or Notice of
\nContinuation\/Conversion then submitted by it. If the applicable Borrower does
\nnot revoke such Notice, the Revolving Credit Lenders shall make, convert or
\ncontinue the Loans, as proposed by the applicable Borrower, in the amount
\nspecified in the applicable notice submitted by such Borrower, but such Loans
\nshall be made, converted or continued as Base Rate Loans instead of LIBOR Rate
\nLoans.<\/p>\n
             4.6 CERTIFICATES OF THE AGENT. If any Lender claims reimbursement
\nor compensation under this ARTICLE 4, the Agent shall determine the amount
\nthereof and shall deliver to the Borrowers (with a copy to the affected Lender)
\na certificate setting forth in reasonable detail the amount payable to the
\naffected Lender, and such certificate shall be conclusive and binding on the
\nBorrowers in the absence of manifest or demonstrable error.<\/p>\n
             4.7 SURVIVAL. The agreements and obligations of the Borrowers in
\nthis ARTICLE 4 shall survive the payment of all other Obligations.<\/p>\n
                                    ARTICLE 5
\n                BOOKS AND RECORDS; FINANCIAL INFORMATION; NOTICES<\/p>\n
             5.1 BOOKS AND RECORDS. Fleetwood shall, and shall cause each of
\nits Subsidiaries to maintain, at all times, correct and complete books, records
\nand accounts in which complete, correct and timely entries are made of its
\ntransactions in accordance with GAAP applied consistently with the audited
\nFinancial Statements required to be delivered pursuant to SECTION 5.2(a).
\nFleetwood shall, and shall cause each of its Subsidiaries to, by means of
\nappropriate entries, reflect in such accounts and in all Financial Statements
\nproper liabilities and reserves for all taxes and proper provision for
\ndepreciation and amortization of property and bad debts, all in accordance with
\nGAAP. Fleetwood shall, and shall cause each Loan Party to maintain at all times
\nbooks and records pertaining to the Collateral in such detail, form and scope as
\nthe Agent or any Lender shall reasonably require, including, but not limited to,
\nrecords of (a) all payments received and all credits and extensions granted with
\nrespect to the Accounts; (b) the return, rejection, repossession, stoppage in
\ntransit, loss, damage, or destruction of any Inventory; and (c) all other
\ndealings affecting the Collateral in any material respect.<\/p>\n
             5.2  FINANCIAL INFORMATION. Fleetwood shall, and shall cause each
\nof its Subsidiaries to promptly furnish to each Lender, all such financial
\ninformation as the Agent shall reasonably request. Without limiting the
\nforegoing, Fleetwood and the Borrowers will furnish to the Agent, in sufficient
\ncopies for distribution by the Agent to each Lender, in such detail as the Agent
\nor the Lenders shall request, the following:<\/p>\n
                                      28<\/p>\n
                           (a) As soon as available, but in any event not later
\n         than ninety (90) days after the close of each Fiscal Year, consolidated
\n         audited and consolidating (by Business Unit) unaudited balance sheets,
\n         and income statements, cash flow statements and changes in
\n         stockholders’ equity for Fleetwood and its Subsidiaries for such Fiscal
\n         Year, and the accompanying notes thereto, setting forth in each case in
\n         comparative form figures for the previous Fiscal Year, all in
\n         reasonable detail, fairly presenting the financial position and the
\n         results of operations of Fleetwood and its consolidated Subsidiaries as
\n         at the date thereof and for the Fiscal Year then ended, and prepared in
\n         accordance with GAAP. Such statements shall be examined in accordance
\n         with generally accepted auditing standards by and, in the case of such
\n         statements performed on a consolidated basis, accompanied by a report
\n         thereon unqualified in any respect of independent certified public
\n         accountants selected by Fleetwood and reasonably satisfactory to the
\n         Agent. Fleetwood and the Borrowers hereby authorize the Agent to
\n         communicate directly with their certified public accountants and, by
\n         this provision, authorize those accountants to disclose to the Agent
\n         any and all financial statements and other supporting financial
\n         documents and schedules relating to Fleetwood and its Subsidiaries and
\n         to discuss directly with the Agent, in the presence of Fleetwood, the
\n         finances and affairs of Fleetwood and its Subsidiaries.<\/p>\n
                           (b) As soon as available, but in any event not later
\n         than forty-five (45) days after the end of each Fiscal Quarter,
\n         consolidated and consolidating (by Business Unit) unaudited balance
\n         sheets of Fleetwood and its consolidated Subsidiaries as at the end of
\n         such Fiscal Quarter, and consolidated and consolidating (by Business
\n         Unit) unaudited income statements and cash flow statements for
\n         Fleetwood and its consolidated Subsidiaries for such Fiscal Quarter and
\n         for the period from the beginning of the Fiscal Year to the end of such
\n         Fiscal Quarter, all in reasonable detail, fairly presenting the
\n         financial position and results of operations of Fleetwood and its
\n         consolidated Subsidiaries as at the date thereof and for such periods,
\n         and, in each case, in comparable form, figures for the corresponding
\n         period in the prior Fiscal Year and in the budget of Fleetwood and its
\n         Subsidiaries, and prepared in accordance with GAAP applied consistently
\n         with the audited Financial Statements required to be delivered pursuant
\n         to SECTION 5.2(a). Fleetwood shall certify by a certificate signed by
\n         its chief financial officer that all such statements have been prepared
\n         in accordance with GAAP and present fairly the financial position of
\n         Fleetwood and its Subsidiaries as at the dates thereof and its results
\n         of operations for the periods then ended, subject to normal year-end
\n         adjustments and to the absence of footnotes required by GAAP.<\/p>\n
                           (c) As soon as available, but in any event not later
\n         than forty-five (45) days after the end of each fiscal month, the
\n         Borrowers shall provide the following information in form satisfactory
\n         to the Agent, a forecasted consolidated and consolidating (by Business
\n         Unit) balance sheet and statement of income and expense and cash flow
\n         through the immediately forthcoming fiscal quarter end and through the
\n         balance of the fiscal year on a quarterly basis (referred to as the
\n         A1-A4 series) with an explanation of the variances of the figures in
\n         the corresponding forecast to that provided in the immediately
\n         preceding fiscal month and to those presented in the Latest
\n         Projections.<\/p>\n
                                      29<\/p>\n
                           (d) With each of the audited Financial Statements
\n         delivered pursuant to SECTION 5.2(a), a certificate of the independent
\n         certified public accountants that examined such statement to the effect
\n         that they have reviewed and are familiar with this Agreement and that,
\n         in examining such Financial Statements, they did not become aware of
\n         any fact or condition which then constituted a Default or Event of
\n         Default with respect to a financial covenant, except for those, if any,
\n         described in reasonable detail in such certificate.<\/p>\n
                           (e) With each of the annual audited Financial
\n         Statements delivered pursuant to SECTION 5.2(a), and within forty-five
\n         (45) days after the end of each Fiscal Quarter, a certificate of the
\n         chief financial officer, vice president-treasurer or vice
\n         president-controller of Fleetwood setting forth in reasonable detail
\n         the calculations required to establish that the Fleetwood and its
\n         Subsidiaries were in compliance with the covenants set forth in
\n         SECTIONS 7.22 through 7.25 during the period covered in such Financial
\n         Statements and as at the end thereof. Within forty-five (45) days after
\n         the end of each Fiscal Quarter, a certificate of the chief financial
\n         officer, vice president-treasurer or vice president-controller of
\n         Fleetwood stating that, except as explained in reasonable detail in
\n         such certificate, (A) all of the representations and warranties of the
\n         Loan Parties contained in this Agreement and the other Loan Documents
\n         are correct and complete in all material respects as at the date of
\n         such certificate as if made at such time, except for those that speak
\n         as of a particular date, which shall have been true and correct as of
\n         such date, (B) the Loan Parties are, at the date of such certificate,
\n         in compliance in all material respects with all of their respective
\n         covenants and agreements in this Agreement and the other Loan
\n         Documents, (C) no Default or Event of Default then exists or existed
\n         during the period covered by the Financial Statements for such Fiscal
\n         Quarter, (D) describing and analyzing in reasonable detail all material
\n         trends, changes, and developments in each and all Financial Statements;
\n         and (E) explaining the variances of the figures in the corresponding
\n         Latest Projections and prior Fiscal Year financial statements. If any
\n         such certificate discloses that a representation or warranty is not
\n         correct or complete, or that a covenant has not been complied with, or
\n         that a Default or Event of Default existed or exists, such certificate
\n         shall set forth what action Loan Parties have taken or propose to take
\n         with respect thereto.<\/p>\n
                           (f) No sooner than sixty (60) days prior to and not
\n         more than thirty (30) days after the beginning of each Fiscal Year,
\n         annual forecasts (to include forecasted consolidated and consolidating
\n         (by Business Unit) balance sheets, income statements and cash flow
\n         statements) for Fleetwood and its Subsidiaries as at the end of and for
\n         each month of such Fiscal Year.<\/p>\n
                           (g) Promptly after filing with the PBGC and the IRS,
\n         a copy of each annual report or other filing filed with respect to each
\n         Plan of Fleetwood and its Subsidiaries.<\/p>\n
                           (h) Promptly upon the filing thereof, copies of all
\n         reports, if any, to or other documents filed by Fleetwood or any of its
\n         Subsidiaries with the Securities and Exchange Commission under the
\n         Exchange Act, and all reports, notices, or statements sent or received
\n         by Fleetwood or any of its Subsidiaries to or from the holders of any<\/p>\n
                                      30<\/p>\n
         equity interests of Fleetwood or any of its Subsidiaries (other than
\n         routine non-material correspondence sent by shareholders of Fleetwood
\n         to Fleetwood) or any such Subsidiary or of any Debt of Fleetwood or any
\n         of its Subsidiaries registered under the Securities Act or to or from
\n         the trustee under any indenture under which the same is issued.<\/p>\n
                           (i) As soon as available, but in any event not later
\n         than 15 days after any Loan Party’s receipt thereof, a copy of all
\n         management reports and management letters prepared for any Loan Party
\n         by any independent certified public accountants.<\/p>\n
                           (j) Promptly after their preparation, copies of any
\n         and all proxy statements, financial statements, and reports which
\n         Fleetwood makes available to its shareholders.<\/p>\n
                           (k) If requested by the Agent, promptly after filing
\n         with the IRS, a copy of each tax return filed by Fleetwood or by any of
\n         its Subsidiaries.<\/p>\n
                           (l) No later than Wednesday of each week, a Borrowing
\n         Base Certificate and all supporting information in accordance with
\n         Section 9 of the Security Agreement as of the end of the preceding
\n         week.<\/p>\n
                           (m) No later than the 15th day of each month, a
\n         Pricing Certificate, and a report, in form and substance satisfactory
\n         to the Agent, with respect to the Repurchase Obligations.<\/p>\n
                           (n) If the Term Loans have not been paid in full on
\n         or prior to the date six months after the Closing Date, then on the
\n         first day of each calendar month thereafter until payment in full of
\n         the Term Loans, the Borrowers shall provide to the Agent and the Term
\n         Lenders a written description of all transactions which the Borrowers
\n         anticipate closing in order to raise the amount necessary to repay the
\n         Term Loans and a description of the current status of each such
\n         transaction.<\/p>\n
                           (o) Such additional information as the Agent and\/or
\n         any Lender may from time to time reasonably request regarding the
\n         financial and business affairs of Fleetwood or any Subsidiary.<\/p>\n
             5.3 NOTICES TO THE LENDERS. Fleetwood or the Borrowers shall notify
\nthe Agent and the Lenders in writing of the following matters at the following
\ntimes:<\/p>\n
                           (a) Immediately after becoming aware of any Default
\n         or Event of Default;<\/p>\n
                           (b) Immediately after becoming aware of the assertion
\n         by the holder of any Capital Stock of Fleetwood or of any Subsidiary or
\n         the holder of any Debt of Fleetwood or any Subsidiary in a face amount
\n         in excess of $1,000,000 that a default exists with respect thereto or
\n         that Fleetwood or such Subsidiary is not in compliance with the terms
\n         thereof, or the threat or commencement by such holder of any
\n         enforcement action because of such asserted default or non-compliance;
\n         and immediately after <\/p>\n
                                      31<\/p>\n
         becoming aware of the assertion that any Repurchase Obligations of
\n         $500,000 or more payable in cash shall have become due and payable;<\/p>\n
                           (c) Immediately after becoming aware of any event or
\n         circumstance (other than general economic trends) which could
\n         reasonably be expected to have a Material Adverse Effect;<\/p>\n
                           (d) Immediately after becoming aware of any pending
\n         or threatened action, suit, or proceeding, by any Person, or any
\n         pending or threatened investigation by a Governmental Authority, which
\n         if adversely determined would reasonably be expected to have a Material
\n         Adverse Effect;<\/p>\n
                           (e) Immediately after becoming aware of any pending
\n         or threatened strike, work stoppage, unfair labor practice claim, or
\n         other labor dispute affecting Fleetwood or any of its Subsidiaries in a
\n         manner which could reasonably be expected to have a Material Adverse
\n         Effect;<\/p>\n
                           (f) Immediately after becoming aware of any violation
\n         of any law, statute, regulation, or ordinance of a Governmental
\n         Authority affecting Fleetwood or any Subsidiary which could reasonably
\n         be expected to have a Material Adverse Effect;<\/p>\n
                           (g) Immediately after receipt of any notice of any
\n         violation by Fleetwood or any of its Subsidiaries of any Environmental
\n         Law which could reasonably be expected to have a Material Adverse
\n         Effect or that any Governmental Authority has asserted in writing that
\n         Fleetwood or any Subsidiary is not in compliance in any material
\n         respect with any Environmental Law or is investigating Fleetwood’s or
\n         such Subsidiary’s compliance therewith;<\/p>\n
                           (h) Immediately after receipt of any written notice
\n         that Fleetwood or any of its Subsidiaries is or may be liable to any
\n         Person as a result of the Release or threatened Release of any
\n         Contaminant or that Fleetwood or any Subsidiary is subject to
\n         investigation by any Governmental Authority evaluating whether any
\n         remedial action is needed to respond to the Release or threatened
\n         Release of any Contaminant which, in either case, is reasonably likely
\n         to give rise to liability in excess of $1,000,000;<\/p>\n
                           (i) Immediately  after receipt of any written
\n         notice of the imposition of any Environmental Lien against
\n         any property of Fleetwood or any of its Subsidiaries;<\/p>\n
                           (j) Any change in any Loan Party’s name, state of
\n         organization, locations of Collateral, or form of organization, trade
\n         names under which it will sell Inventory or create Accounts, or to
\n         which instruments in payment of Accounts may be made payable, in each
\n         case at least thirty (30) days prior thereto;<\/p>\n
                           (k) Within ten (10) Business Days after Fleetwood or
\n         any ERISA Affiliate knows or has reason to know, that an ERISA Event or
\n         a prohibited transaction (as defined in Sections 406 of ERISA and 4975
\n         of the Code) has occurred, and, when known, any action taken or
\n         threatened by the IRS, the DOL or the PBGC with respect thereto;<\/p>\n
                                      32<\/p>\n
                           (l) Upon request, or, in the event that such filing
\n         reflects a significant change with respect to the matters covered
\n         thereby, within three (3) Business Days after the filing thereof with
\n         the PBGC, the DOL or the IRS, as applicable, copies of the following:
\n         (i) each annual report (form 5500 series), including Schedule B
\n         thereto, filed with the PBGC, the DOL or the IRS with respect to each
\n         Plan, (ii) a copy of each funding waiver request filed with the PBGC,
\n         the DOL or the IRS with respect to any Plan and all communications
\n         received by Fleetwood or any ERISA Affiliate from the PBGC, the DOL or
\n         the IRS with respect to such request, and (iii) a copy of each other
\n         filing or notice filed with the PBGC, the DOL or the IRS, with respect
\n         to each Plan by either Fleetwood or any ERISA Affiliate;<\/p>\n
                           (m) Upon request, copies of each actuarial report for
\n         any Plan or Multi-employer Plan and annual report for any
\n         Multi-employer Plan; and within three (3) Business Days after receipt
\n         thereof by Fleetwood or any ERISA Affiliate, copies of the following:
\n         (i) any notices of the PBGC’s intention to terminate a Plan or to have
\n         a trustee appointed to administer such Plan; (ii) any favorable or
\n         unfavorable determination letter from the IRS regarding the
\n         qualification of a Plan under Section 401(a) of the Code; or (iii) any
\n         notice from a Multi-employer Plan regarding the imposition of
\n         withdrawal liability;<\/p>\n
                           (n) Within three (3) Business Days after the
\n         occurrence thereof: (i) any changes in the benefits of any existing
\n         Plan which increase the annual costs of Fleetwood and its Subsidiaries
\n         with respect thereto by an amount in excess of $1,000,000 or the
\n         establishment of any new Plan or the commencement of contributions to
\n         any Plan to which Fleetwood or any ERISA Affiliate was not previously
\n         contributing; or (ii) any failure by Fleetwood or any ERISA Affiliate
\n         to make a required installment or any other required payment under
\n         Section 412 of the Code on or before the due date for such installment
\n         or payment; or<\/p>\n
                           (o) Within three (3) Business Days after Fleetwood or
\n         any ERISA Affiliate knows or has reason to know that any of the
\n         following events has or will occur: (i) a Multi-employer Plan has been
\n         or will be terminated; (ii) the administrator or plan sponsor of a
\n         Multi-employer Plan intends to terminate a Multi-employer Plan; or
\n         (iii) the PBGC has instituted or will institute proceedings under
\n         Section 4042 of ERISA to terminate a Multi-employer Plan.<\/p>\n
Each notice given under this Section shall describe the subject matter thereof
\nin reasonable detail, and shall set forth the action that Fleetwood, its
\nSubsidiary, or any ERISA Affiliate, as applicable, has taken or proposes to take
\nwith respect thereto.<\/p>\n
                                    ARTICLE 6
\n                     GENERAL WARRANTIES AND REPRESENTATIONS<\/p>\n
                  Fleetwood and the Borrowers warrant and represent to the Agent
\nand the Lenders that except as hereafter disclosed to and accepted by the Agent
\nand the Majority Lenders in writing:<\/p>\n
                                      33<\/p>\n
             6.1 AUTHORIZATION, VALIDITY, AND ENFORCEABILITY OF THIS AGREEMENT
\nAND THE LOAN DOCUMENTS. Each Loan Party has the power and authority to execute,
\ndeliver and perform this Agreement and the other Loan Documents to which it is a
\nparty, to incur the Obligations, and to grant to the Agent Liens upon and
\nsecurity interests in the Collateral. Each Loan Party has taken all necessary
\naction (including obtaining approval of its stockholders if necessary) to
\nauthorize its execution, delivery, and performance of this Agreement and the
\nother Loan Documents to which it is a party. This Agreement and the other Loan
\nDocuments to which it is a party have been duly executed and delivered by each
\nLoan Party which is a party thereto, and constitute the legal, valid and binding
\nobligations of such Loan Party, enforceable against it in accordance with their
\nrespective terms, subject to the effect of bankruptcy, insolvency, moratorium
\nand other laws affecting the rights of creditors generally and to the effect of
\ngeneral principles of equity. Each Loan Party’s execution, delivery, and
\nperformance of this Agreement and the other Loan Documents to which it is a
\nparty do not and will not conflict with, or constitute a violation or breach of,
\nor result in the imposition of any Lien upon the property of Fleetwood or any of
\nits Subsidiaries, by reason of the terms of (a) any material contract, mortgage,
\nlease, agreement, indenture, or instrument to which Fleetwood or any of its
\nSubsidiaries is a party or which is binding upon it, (b) any Requirement of Law
\napplicable to Fleetwood or any of its Subsidiaries, or (c) the certificate or
\narticles of incorporation or by-laws or the limited liability company or limited
\npartnership agreement (or other organizational documents) of Fleetwood or any of
\nits Subsidiaries.<\/p>\n
             6.2 VALIDITY AND PRIORITY OF SECURITY INTEREST. The provisions of
\nthis Agreement, the Mortgages, and the other Loan Documents create legal and
\nvalid Liens on all the Collateral in favor of the Agent, for the ratable benefit
\nof the Agent and the Revolving Credit Lenders or the Term Lenders, as the case
\nmay be, and, when properly filed and, where applicable recorded, such Liens
\nconstitute perfected and continuing Liens on all the Collateral, having priority
\nover all other Liens on the Collateral (except for Permitted Liens) securing all
\nthe Obligations, and enforceable against the Loan Parties and all third parties.
\nThe Liens (a) on the Collateral other than the Term Loan Collateral constitute
\n(i) first priority perfected Liens in favor of the Agent, for the ratable
\nbenefit of the Agent and the Revolving Credit Lenders, and (ii) second priority
\nperfected Liens in favor of the Agent, for the ratable benefit of the Agent and
\nthe Term Lenders, junior only to the Liens described in the foregoing clause (i)
\nand (b) on the Term Loan Collateral constitute (iii) first priority, perfected
\nLiens in favor of the Agent, for the ratable benefit of the Agent and the Term
\nLenders, and (iv) second priority, perfected Liens in favor of the Agent, for
\nthe ratable benefit of the Agent and the Revolving Credit Lenders, junior only
\nto the Liens described in the foregoing clause (iii), except in each case for
\nPermitted Liens.<\/p>\n
             6.3 ORGANIZATION AND QUALIFICATION. Each Loan Party (a) is duly
\norganized or incorporated and validly existing in good standing under the laws
\nof the state of its organization or incorporation, (b) is qualified to do
\nbusiness and is in good standing in the jurisdictions set forth on SCHEDULE 6.3
\nwhich are the only jurisdictions in which qualification is material to the
\nconduct of its business and (c) has all requisite power and authority to conduct
\nits business and to own its property.<\/p>\n
             6.4 CORPORATE NAME; PRIOR TRANSACTIONS. Except as set forth on
\nSCHEDULE 6.4, no Loan Party has, during the past five (5) years, been known by
\nor used any other corporate or fictitious name, or been a party to any merger or
\nconsolidation, or acquired all or substantially all <\/p>\n
                                      34<\/p>\n
of the assets of any Person, or acquired any of its property outside of the
\nordinary course of business.<\/p>\n
             6.5 SUBSIDIARIES AND AFFILIATES. SCHEDULE 6.5 is a correct and
\ncomplete list of the name and relationship to Fleetwood of each and all of its
\nSubsidiaries and, to the knowledge of Fleetwood and the Borrowers, their other
\nAffiliates. Each Subsidiary which is not a Loan Party is (a) duly incorporated
\nor organized and validly existing in good standing under the laws of its state
\nof incorporation or organization set forth on SCHEDULE 6.5, and (b) qualified to
\ndo business and in good standing in each jurisdiction in which the failure to so
\nqualify or be in good standing would reasonably be expected to have a material
\nadverse effect on any such Subsidiary’s business, operations, property, or
\ncondition (financial or otherwise) and (c) has all requisite power and authority
\nto conduct its business and own its property.<\/p>\n
             6.6 FINANCIAL STATEMENTS AND PROJECTIONS.<\/p>\n
                           (a) Fleetwood has delivered to the Agent and the
\n         Lenders the audited balance sheet and related statements of income,
\n         retained earnings, cash flows, and changes in stockholders equity for
\n         Fleetwood and its consolidated Subsidiaries as of April 29, 2000, and
\n         for the Fiscal Year then ended, accompanied by the report thereon of
\n         its independent certified public accountants, Arthur Andersen.
\n         Fleetwood has also delivered to the Agent and the Lenders the unaudited
\n         balance sheet and related statements of income and cash flows for
\n         Fleetwood and its consolidated Subsidiaries as of the Fiscal Quarter
\n         ending January 28, 2001. Such financial statements are attached hereto
\n         as EXHIBIT C. All such financial statements have been prepared in
\n         accordance with GAAP and present accurately and fairly in all material
\n         respects the financial position of Fleetwood and its consolidated
\n         Subsidiaries as at the dates thereof and their results of operations
\n         for the periods then ended, subject in the case of the unaudited
\n         statements to normal year end audit adjustments and to the omission of
\n         footnotes required by GAAP.<\/p>\n
                           (b) The Latest Projections when submitted to the
\n         Lenders as required herein represent the good faith estimate by the
\n         Borrowers of the future financial performance of Fleetwood and its
\n         consolidated Subsidiaries for the periods set forth therein. The Latest
\n         Projections have been prepared on the basis of the assumptions set
\n         forth therein, which the Borrowers believe are fair and reasonable in
\n         light of current and reasonably foreseeable business conditions at the
\n         time submitted to the Lenders.<\/p>\n
                           (c) The pro forma balance sheet of Fleetwood and its
\n         Subsidiaries as at April 29, 2001, attached hereto as EXHIBIT C,
\n         presents fairly and accurately the financial condition of Fleetwood and
\n         its Subsidiaries as at such date after giving effect to the
\n         transactions contemplated by the Loan Documents as if such transactions
\n         had occurred on such date and the Initial Funding Date had been such
\n         date, and has been prepared in accordance with GAAP.<\/p>\n
             6.7 CAPITALIZATION. SCHEDULE 6.7 sets forth, as of the Closing
\nDate, the capitalization of Fleetwood and its Subsidiaries and all of the
\nauthorized and issued Capital Stock of each such Person. All outstanding Capital
\nStock has been validly issued, and is fully <\/p>\n
                                      35<\/p>\n
paid and non-assessable. All of the Capital Stock of Subsidiaries is owned,
\nbeneficially and of record, by the Person set forth on such SCHEDULE 6.7.<\/p>\n
             6.8 SOLVENCY. Each Loan Party is, and upon the incurrence of any
\nObligations by such Loan Party will be, Solvent.<\/p>\n
             6.9 DEBT. After giving effect to the making of the Term Loans and
\nthe Revolving Loans to be made on the Initial Funding Date, Fleetwood and its
\nSubsidiaries have no Debt, except (a) the Obligations, (b) Debt described on
\nSCHEDULE 6.9, and (c) other Debt in an aggregate amount of not more than
\n$2,000,000.<\/p>\n
             6.10 DISTRIBUTIONS. Since June 12, 2001, no Distribution has been
\ndeclared, paid, or made upon or in respect of any Capital Stock or other
\nsecurities of Fleetwood or any of its Subsidiaries, except as permitted by
\nSECTION 7.10.<\/p>\n
             6.11 REAL ESTATE; LEASES. SCHEDULE 6.11 sets forth, as of the
\nClosing Date, a correct and complete list of all Real Estate owned in fee simple
\nby Fleetwood or any of its Subsidiaries, all leases and subleases of real or
\npersonal property held by Fleetwood or any of its Subsidiaries as lessee or
\nsublessee (other than leases of personal property as to which Fleetwood or any
\nof its Subsidiaries is lessee or sublessee for which the value of such personal
\nproperty covered by such lease in the aggregate is less than $250,000), and all
\nleases and subleases of real or personal property held by Fleetwood or any of
\nits Subsidiaries as lessor, or sublessor. Each of such leases and subleases is
\nvalid and enforceable in accordance with its terms and is in full force and
\neffect, and to the knowledge of Fleetwood and the Borrowers no material default
\nby any party to any such lease or sublease exists. Fleetwood and its
\nSubsidiaries have good and marketable title in fee simple to the Real Estate
\nidentified on SCHEDULE 6.11 as owned by Fleetwood or any of its Subsidiaries, or
\nvalid leasehold interests in all Real Estate designated therein as “leased” by
\nFleetwood or any of its Subsidiaries and Fleetwood and its Subsidiaries have
\ngood, indefeasible, and merchantable title to all of its other property
\nreflected on the most recent Financial Statements delivered to the Agent and the
\nLenders, except as disposed of in the ordinary course of business or as
\notherwise permitted by SECTION 7.9 since the date thereof, free of all Liens
\nexcept Permitted Liens.<\/p>\n
             6.12 PROPRIETARY RIGHTS. SCHEDULE 6.12 sets forth a correct and
\ncomplete list of all of the Proprietary Rights of the Loan Parties. As of the
\nClosing Date, none of such Proprietary Rights is subject to any licensing
\nagreement or similar arrangement except as set forth on SCHEDULE 6.12. To the
\nknowledge of Fleetwood and the Borrowers, none of the Proprietary Rights
\ninfringes on or conflicts with any other Person’s property, and, to the
\nknowledge of Fleetwood and the Borrowers no other Person’s property infringes on
\nor conflicts with the Proprietary Rights. The Proprietary Rights described on
\nSCHEDULE 6.12 constitute all of the property of such type material to the
\ncurrent and anticipated future conduct of the business of the Loan Parties.<\/p>\n
             6.13 TRADE NAMES. All trade names or styles under which any Loan
\nParty will sell Inventory or create Accounts, or to which instruments in payment
\nof Accounts may be made payable, are listed on SCHEDULE 6.13.<\/p>\n
                                      36<\/p>\n
             6.14 LITIGATION. Except as set forth on SCHEDULE 6.14, there is no
\npending, or to the best knowledge of Fleetwood and the Borrowers threatened,
\naction, suit, proceeding, or counterclaim by any Person, or to the best
\nknowledge of Fleetwood and the Borrowers, investigation by any Governmental
\nAuthority, or to the best knowledge of Fleetwood and the Borrowers, any basis
\nfor any of the foregoing, which could reasonably be expected to have a Material
\nAdverse Effect.<\/p>\n
             6.15 LABOR DISPUTES. Except as set forth on SCHEDULE 6.15, as of
\nthe Closing Date (a) there is no collective bargaining agreement or other labor
\ncontract covering employees of Fleetwood or any of its Subsidiaries, (b) no such
\ncollective bargaining agreement or other labor contract is scheduled to expire
\nduring the term of this Agreement, (c) no union or other labor organization is
\nseeking to organize, or to be recognized as, a collective bargaining unit of
\nemployees of Fleetwood or any of its Subsidiaries or for any similar purpose,
\nand (d) there is no pending or (to the best knowledge of the Borrowers)
\nthreatened, strike, work stoppage, material unfair labor practice claim, or
\nother material labor dispute against or affecting Fleetwood or its Subsidiaries
\nor their employees.<\/p>\n
             6.16 ENVIRONMENTAL LAWS.  Except as otherwise disclosed on SCHEDULE
\n6.16:<\/p>\n
                           (a) Fleetwood and its Subsidiaries have complied in
\n         all material respects with all Environmental Laws and neither Fleetwood
\n         nor any Subsidiary nor any of its presently owned real property or
\n         presently conducted operations, nor its previously owned real property
\n         or prior operations, is subject to any enforcement order from or
\n         liability agreement with any Governmental Authority or private Person
\n         respecting (i) compliance with any Environmental Law or (ii) any
\n         potential liabilities and costs or remedial action arising from the
\n         Release or threatened Release of a Contaminant.<\/p>\n
                           (b) Fleetwood and its Subsidiaries have obtained all
\n         permits necessary for their current operations under Environmental
\n         Laws, and all such permits are in good standing and Fleetwood and its
\n         Subsidiaries are in compliance with all material terms and conditions
\n         of such permits.<\/p>\n
                           (c) Neither Fleetwood nor any of its Subsidiaries,
\n         nor, to the best knowledge of Fleetwood and the Borrowers, any of its
\n         predecessors in interest, has in violation of applicable law stored,
\n         treated or disposed of any hazardous waste, except for any such
\n         violation as could not reasonably be expected to have a Material
\n         Adverse Effect.<\/p>\n
                           (d) Neither Fleetwood nor any of its Subsidiaries has
\n         received any summons, complaint, order or similar written notice
\n         indicating that it is not currently in compliance with, or that any
\n         Governmental Authority is investigating its compliance with, any
\n         Environmental Laws or that it is or may be liable to any other Person
\n         as a result of a Release or threatened Release of a Contaminant.<\/p>\n
                           (e) To the best knowledge of Fleetwood and the
\n         Borrowers, none of the present or past operations of Fleetwood and its
\n         Subsidiaries is the subject of any <\/p>\n
                                      37<\/p>\n
         investigation by any Governmental Authority evaluating whether any
\n         remedial action is needed to respond to a Release or threatened
\n         Release of a Contaminant.<\/p>\n
                           (f)  There is not now, nor to the best knowledge of
\n         Fleetwood and the Borrowers has there ever been on or in the Real
\n         Estate:<\/p>\n
                                    (i) any underground storage tanks or other
\n                  than those maintained and\/or closed in compliance in all
\n                  material respects with applicable laws or surface
\n                  impoundments,<\/p>\n
                                    (ii) any asbestos-containing material that
\n                  is friable, except such as has been removed in compliance in
\n                  all material respects with Environmental Laws, or<\/p>\n
                                    (iii) any polychlorinated biphenyls (PCBs)
\n                  used in hydraulic oils, electrical transformers or other
\n                  equipment, other than those maintained in compliance in all
\n                  material respects with Environmental Laws.<\/p>\n
                           (g) Neither Fleetwood nor any of its Subsidiaries has
\n         filed any notice under any requirement of Environmental Law reporting a
\n         spill or accidental and unpermitted Release or discharge of a
\n         Contaminant into the environment.<\/p>\n
                           (h) Neither Fleetwood nor any of its Subsidiaries has
\n         entered into any negotiations or settlement agreements with any Person
\n         (including the prior owner of its property) imposing material
\n         obligations or liabilities on Fleetwood or any of its Subsidiaries with
\n         respect to any remedial action in response to the Release of a
\n         Contaminant or environmentally related claim.<\/p>\n
                           (i) None of the products  currently  manufactured,
\n         distributed or sold by Fleetwood or any of its Subsidiaries contain
\n         asbestos containing material.<\/p>\n
                           (j) No Environmental Lien has attached to the Real
\n         Estate.<\/p>\n
             6.17 NO VIOLATION OF LAW. Neither Fleetwood nor any of its
\nSubsidiaries is in violation of any law, statute, regulation, ordinance,
\njudgment, order, or decree applicable to it which violation could reasonably be
\nexpected to have a Material Adverse Effect.<\/p>\n
             6.18 NO DEFAULT. Neither Fleetwood nor any of its Subsidiaries is
\nin default with respect to any note, indenture, loan agreement, mortgage, lease,
\ndeed, or other agreement to which Fleetwood or such Subsidiary is a party or by
\nwhich it is bound, which default could reasonably be expected to have a Material
\nAdverse Effect.<\/p>\n
             6.19 ERISA COMPLIANCE. Except as specifically disclosed in SCHEDULE
\n6.19:<\/p>\n
                           (a) Each Plan is in compliance in all material
\n         respects with the applicable provisions of ERISA, the Code and other
\n         federal or state law. Each Plan which is intended to qualify under
\n         Section 401(a) of the Code has received a favorable determination
\n         letter from the IRS and to the best knowledge of Fleetwood and the<\/p>\n
                                      38<\/p>\n
         Borrowers, nothing has occurred which would cause the loss of such
\n         qualification. Fleetwood and each ERISA Affiliate has made all required
\n         contributions to any Plan subject to Section 412 of the Code, and no
\n         application for a funding waiver or an extension of any amortization
\n         period pursuant to Section 412 of the Code has been made with respect
\n         to any Plan.<\/p>\n
                           (b) There are no pending or, to the best knowledge of
\n         Fleetwood and Borrowers, threatened claims, actions or lawsuits, or
\n         action by any Governmental Authority, with respect to any Plan which
\n         has resulted or could reasonably be expected to result in a Material
\n         Adverse Effect. There has been no prohibited transaction or violation
\n         of the fiduciary responsibility rules with respect to any Plan which
\n         has resulted or could reasonably be expected to result in a Material
\n         Adverse Effect.<\/p>\n
                           (c) (i) No ERISA Event has occurred or is reasonably
\n         expected to occur; (ii) no Pension Plan has any Unfunded Pension
\n         Liability; (iii) neither Fleetwood nor any ERISA Affiliate has
\n         incurred, or reasonably expects to incur, any liability under Title IV
\n         of ERISA with respect to any Pension Plan (other than premiums due and
\n         not delinquent under Section 4007 of ERISA); (iv) neither Fleetwood nor
\n         any ERISA Affiliate has incurred, or reasonably expects to incur, any
\n         liability (and no event has occurred which, with the giving of notice
\n         under Section 4219 of ERISA, would result in such liability) under
\n         Section 4201 or 4243 of ERISA with respect to a Multi-employer Plan;
\n         and (v) neither Fleetwood nor any ERISA Affiliate has engaged in a
\n         transaction that could be subject to Section 4069 or 4212(c) of ERISA.<\/p>\n
             6.20 TAXES. Fleetwood and its Subsidiaries have filed all federal
\nand other tax returns and reports required to be filed, and have paid all
\nfederal and other taxes, assessments, fees and other governmental charges levied
\nor imposed upon them or their properties, income or assets otherwise due and
\npayable unless such unpaid taxes and assessments would constitute a Permitted
\nLien.<\/p>\n
             6.21 REGULATED ENTITIES. None of Fleetwood, any Person controlling
\nFleetwood, or any Subsidiary, is an “Investment Company” within the meaning of
\nthe Investment Company Act of 1940. No Loan Party is subject to regulation under
\nthe Public Utility Holding Company Act of 1935, the Federal Power Act, the
\nInterstate Commerce Act, any state public utilities code or law, or any other
\nfederal or state statute or regulation limiting its ability to incur
\nindebtedness.<\/p>\n
             6.22 USE OF PROCEEDS; MARGIN REGULATIONS. The proceeds of the Loans
\nare to be used solely for the repayment of Debt, working capital and other
\ngeneral corporate purposes. Neither Fleetwood nor any Subsidiary is engaged in
\nthe business of purchasing or selling Margin Stock or extending credit for the
\npurpose of purchasing or carrying Margin Stock.<\/p>\n
             6.23 COPYRIGHTS, PATENTS, TRADEMARKS AND LICENSES, ETC. Each Loan
\nParty owns or is licensed or otherwise has the right to use all of the patents,
\ntrademarks, service marks, trade names, copyrights, contractual franchises,
\nlicenses, rights of way, authorizations and other rights that are reasonably
\nnecessary for the operation of its businesses, without known conflict with the
\nrights of any other Person. To the knowledge of Fleetwood and the Borrowers, no
\nslogan or <\/p>\n
                                      39<\/p>\n
other advertising device, product, process, method, substance, part or other
\nmaterial now employed, or now contemplated to be employed, by Fleetwood or any
\nSubsidiary infringes upon any rights held by any other Person. No claim or
\nlitigation regarding any of the foregoing is pending or, to the knowledge of
\nFleetwood and the Borrowers, threatened, and to the knowledge of Fleetwood and
\nthe Borrowers no patent, invention, device, application, principle or any
\nstatute, law, rule, regulation, standard or code is pending or, to the knowledge
\nof Fleetwood and the Borrowers, proposed, which, in either case, could
\nreasonably be expected to have a Material Adverse Effect.<\/p>\n
             6.24 NO MATERIAL ADVERSE CHANGE. Except for a default on the
\nPrudential Loan Documents (which Prudential Loan will be paid with the proceeds
\nof the Loans made on the Initial Funding Date) and financial performance of
\nFleetwood and its Subsidiaries as disclosed in public disclosures, copies of
\nwhich have been provided to the Lenders prior to the Closing Date, no Material
\nAdverse Effect has occurred since January 28, 2001.<\/p>\n
             6.25 FULL DISCLOSURE. None of the representations or warranties
\nmade by Fleetwood or any Subsidiary in the Loan Documents as of the date such
\nrepresentations and warranties are made or deemed made, and none of the
\nstatements contained in any exhibit, report, statement or certificate furnished
\nby or on behalf of Fleetwood or any Subsidiary in connection with the Loan
\nDocuments (including the offering and disclosure materials delivered by or on
\nbehalf of Fleetwood or any of its Subsidiaries to the Lenders prior to the
\nClosing Date), contains any untrue statement of a material fact or omits any
\nmaterial fact required to be stated therein or necessary to make the statements
\nmade therein, in light of the circumstances under which they are made, not
\nmisleading as of the time when made or delivered.<\/p>\n
             6.26 MATERIAL AGREEMENTS. SCHEDULE 6.26 hereto sets forth as of the
\nClosing Date all Material Contracts existing as of the date hereof.<\/p>\n
             6.27 BANK ACCOUNTS. SCHEDULE 6.27 contains as of the Closing Date a
\ncomplete and accurate list of all bank accounts maintained by any Loan Party
\nwith any bank or other financial institution.<\/p>\n
             6.28 GOVERNMENTAL AUTHORIZATION. No approval, consent, exemption,
\nauthorization, or other action by, or notice to, or filing with, any
\nGovernmental Authority or other Person is necessary or required in connection
\nwith the execution, delivery or performance by, or enforcement against,
\nFleetwood or any of its Subsidiaries of this Agreement or any other Loan
\nDocument.<\/p>\n
             6.29 SENIOR DEBT. All Obligations of Fleetwood under the Loan
\nDocuments are “Senior Debt”  under the Subordinated Debentures and Fleetwood’s
\nGuaranty of the Trust Securities.<\/p>\n
                                    ARTICLE 7
\n                       AFFIRMATIVE AND NEGATIVE COVENANTS<\/p>\n
                  Fleetwood and the Borrowers covenant to the Agent and each
\nLender that so long as any of the Obligations remain outstanding or this
\nAgreement is in effect:<\/p>\n
                                      40<\/p>\n
             7.1 TAXES AND OTHER OBLIGATIONS. Fleetwood shall, and shall cause
\neach of its Subsidiaries to, (a) file when due all tax returns and other reports
\nwhich it is required to file; (b) pay, or provide for the payment, when due
\n(subject to permitted extensions), of all taxes, fees, assessments and other
\ngovernmental charges against it or upon its property, income and franchises,
\nmake all required withholding and other tax deposits, and establish adequate
\nreserves for the payment of all such items, and provide to the Agent and the
\nLenders, upon request, satisfactory evidence of its timely compliance with the
\nforegoing; and (c) pay when due all Debt owed by it and all claims of
\nmaterialmen, mechanics, carriers, warehousemen, landlords, processors and other
\nlike Persons, and all other indebtedness owed by it and perform and discharge in
\na timely manner all other obligations undertaken by it; PROVIDED, HOWEVER, so
\nlong as Fleetwood has notified the Agent in writing, neither Fleetwood nor any
\nof its Subsidiaries need pay any tax, fee, assessment, or governmental charge
\n(i) it is contesting in good faith by appropriate proceedings diligently
\npursued, (ii) as to which Fleetwood or its Subsidiary, as the case may be, has
\nestablished proper reserves as required under GAAP, and (iii) the nonpayment of
\nwhich does not result in the imposition of a Lien (other than a Permitted Lien).<\/p>\n
             7.2 LEGAL EXISTENCE AND GOOD STANDING. Fleetwood shall, and shall
\ncause each other Loan Party to, maintain its legal existence (except as
\npermitted by SECTION 7.9) and its qualification and good standing in all
\njurisdictions in which the failure to maintain such existence and qualification
\nor good standing would reasonably be expected to have a Material Adverse Effect.<\/p>\n
             7.3 COMPLIANCE WITH LAW AND AGREEMENTS; MAINTENANCE OF LICENSES.
\nFleetwood shall comply, and shall cause each Subsidiary to comply, in all
\nmaterial respects with all Requirements of Law of any Governmental Authority
\nhaving jurisdiction over it or its business (including the Federal Fair Labor
\nStandards Act and all Environmental Laws). Fleetwood shall, and shall cause each
\nof its Subsidiaries to, obtain and maintain all licenses, permits, franchises,
\nand governmental authorizations necessary to own its property and to conduct its
\nbusiness as conducted on the Closing Date, except where the failure to obtain or
\nmaintain such licenses, franchises and governmental authorizations could not
\nreasonably be expected to have a Material Adverse Effect. Fleetwood shall not,
\nand shall not permit any of its Subsidiaries to, modify, amend or alter its
\ncertificate or articles of incorporation, or its limited liability company
\noperating agreement, limited partnership agreement or other organizational
\ndocuments, as applicable, other than in a manner which does not adversely affect
\nthe rights of the Lenders or the Agent.<\/p>\n
             7.4 MAINTENANCE OF PROPERTY; INSPECTION OF PROPERTY.<\/p>\n
                           (a) Fleetwood shall, and shall cause each of its
\n         Subsidiaries to, maintain all of its property necessary and useful in
\n         the conduct of its business, in good operating condition and repair,
\n         ordinary wear and tear excepted.<\/p>\n
                           (b) Fleetwood shall, and shall cause each of the Loan
\n         Parties to, permit representatives and independent contractors of the
\n         Agent (at the expense of the Borrowers and not to exceed four (4) times
\n         per year unless an Event of Default has occurred and is continuing) to
\n         visit and inspect any of its properties, to examine its corporate,
\n         financial and operating records, and make copies thereof or abstracts
\n         therefrom <\/p>\n
                                      41<\/p>\n
         and to discuss its affairs, finances and accounts with its directors,
\n         officers and independent public accountants, at such reasonable times
\n         during normal business hours and as soon as may be reasonably desired,
\n         upon reasonable advance; PROVIDED, HOWEVER, that representatives and
\n         independent contractors of each Lender may, at such Lender’s own
\n         expense, accompany the Agent’s representatives and independent
\n         contractors on such visits and inspections. Notwithstanding the
\n         foregoing, when an Event of Default exists, the Agent or any Lender may
\n         do any of the foregoing at the expense of the Borrowers at any time
\n         during normal business hours and without advance notice.<\/p>\n
                  7.5 INSURANCE.<\/p>\n
                           (a) Fleetwood shall maintain, and shall cause each of
\n         its Subsidiaries to maintain, with financially sound and reputable
\n         insurers having a rating of at least A+ or better by Best Rating Guide,
\n         insurance against loss or damage by fire with extended coverage; theft,
\n         burglary, pilferage and loss in transit; public liability and third
\n         party property damage; larceny, embezzlement or other criminal
\n         liability; business interruption; public liability and third party
\n         property damage; and such other hazards or of such other types as is
\n         customary for Persons engaged in the same or similar business, as the
\n         Agent, in its commercially reasonable discretion, or acting at the
\n         commercially reasonable direction of the Majority Lenders, shall
\n         specify, in amounts, and under policies acceptable to the Agent and the
\n         Majority Lenders. Without limiting the foregoing, in the event that any
\n         improved Real Estate covered by the Mortgages is determined to be
\n         located within an area that has been identified by the Director of the
\n         Federal Emergency Management Agency as a Special Flood Hazard Area
\n         (“SFHA”), the applicable Loan Party shall purchase and maintain flood
\n         insurance on the improved Real Estate and any Equipment and Inventory
\n         located on such Real Estate to the extent required by applicable law.
\n         The amount of said flood insurance will be reasonably determined by the
\n         Agent, and shall, at a minimum, comply with applicable federal
\n         regulations as required by the Flood Disaster Protection Act of 1973,
\n         as amended. Except as otherwise approved by the Agent, the Loan Parties
\n         shall also maintain flood insurance for all Inventory and Equipment
\n         which is, at any time, located in a SFHA. Notwithstanding anything to
\n         the contrary in this SECTION 7.5(a), no flood insurance shall be
\n         required for the Real Estate identified on SCHEDULE 7.5(a).<\/p>\n
                           (b) Fleetwood shall cause the Agent, for the ratable
\n         benefit of the Agent and the Lenders, to be named as secured party or
\n         mortgagee and sole loss payee or additional insured, in a manner
\n         acceptable to the Agent. Each policy of insurance shall contain a
\n         clause or endorsement requiring the insurer to give not less than
\n         thirty (30) days’ prior written notice to the Agent in the event of
\n         cancellation of the policy for any reason whatsoever and a clause or
\n         endorsement stating that the interest of the Agent shall not be
\n         impaired or invalidated by any act or neglect of Fleetwood or any of
\n         its Subsidiaries or the owner of any Real Estate for purposes more
\n         hazardous than are permitted by such policy. All premiums for such
\n         insurance shall be paid by Fleetwood and its Subsidiaries when due, and
\n         certificates of insurance and, if requested by the Agent or any Lender,
\n         photocopies of the policies, shall be delivered to the Agent, in each
\n         case in sufficient quantity for distribution by the Agent to each of
\n         the Lenders. If Fleetwood and its Subsidiaries fail to procure such
\n         insurance or to pay the premiums therefor when due, <\/p>\n
                                      42<\/p>\n
         the Agent may, and at the direction of the Majority Lenders shall, do
\n         so from the proceeds of Revolving Loans.<\/p>\n
             7.6 INSURANCE AND CONDEMNATION PROCEEDS. The Borrowers shall
\npromptly notify the Agent and the Lenders of any material loss, damage, or
\ndestruction to the Collateral, whether or not covered by insurance. The Agent is
\nhereby authorized to collect all insurance and condemnation proceeds in respect
\nof Collateral directly and to apply or remit them as follows:<\/p>\n
                           (a) With respect to insurance and condemnation
\n         proceeds relating to Collateral other than Fixed Assets, after
\n         deducting from such proceeds the reasonable expenses, if any, incurred
\n         by the Agent in the collection or handling thereof, the Agent shall
\n         apply such proceeds to the Revolving Loans.<\/p>\n
                           (b) With respect to insurance and condemnation
\n         proceeds relating to Collateral consisting of Fixed Assets, the Agent
\n         shall permit or require the Loan Parties to use such proceeds, or any
\n         part thereof, to replace, repair, restore or rebuild the relevant Fixed
\n         Assets in a diligent and expeditious manner with materials and
\n         workmanship of substantially the same quality as existed before the
\n         loss, damage or destruction so long as (1) no Default or Event of
\n         Default has occurred and is continuing and (2) the Loan Parties first
\n         (i) provide the Agent and the Majority Lenders with plans and
\n         specifications for any such repair or restoration which shall be
\n         reasonably satisfactory to the Majority Lenders (such satisfaction not
\n         to be unreasonably withheld or delayed) and (ii) demonstrate to the
\n         reasonable satisfaction of the Majority Lenders (such satisfaction not
\n         to be unreasonably withheld or delayed) that the funds available to it
\n         will be sufficient to complete such project in the manner provided
\n         therein. In all other circumstances, the Agent shall apply such
\n         insurance and condemnation proceeds, (a) to the Term Loans if such
\n         Fixed Assets are Term Loan Collateral or (b) to the Revolving Loans
\n         (but without reduction of the Revolving Loan Commitments).
\n         Notwithstanding the foregoing, no insurance or condemnation proceeds
\n         relating to the Term Loan Collateral may be used to replace, repair,
\n         restore or rebuild without the prior written consent of Required Term
\n         Lenders (such consent not to be unreasonably withheld or delayed).<\/p>\n
             7.7 ENVIRONMENTAL LAWS.<\/p>\n
                           (a) Fleetwood shall, and shall cause each of its
\n         Subsidiaries to, conduct its business in compliance in all material
\n         respects with all Environmental Laws applicable to it, including those
\n         relating to the generation, handling, use, storage, and disposal of any
\n         Contaminant. Fleetwood shall, and shall cause each of its Subsidiaries
\n         to, take prompt and appropriate action to respond to any non-compliance
\n         with Environmental Laws and shall regularly report to the Agent on such
\n         response.<\/p>\n
                           (b) Without limiting the generality of the foregoing,
\n         Fleetwood shall submit to the Agent and the Lenders annually,
\n         commencing on the first Anniversary Date, and on each Anniversary Date
\n         thereafter, an update of the status of each environmental compliance or
\n         liability issue. The Agent or any Lender may request copies of
\n         technical reports prepared by Fleetwood or any of its Subsidiaries and
\n         its communications with any Governmental Authority to determine whether
\n         Fleetwood or <\/p>\n
                                      43<\/p>\n
         any of its Subsidiaries is proceeding reasonably to correct, cure or
\n         contest in good faith any alleged non-compliance or environmental
\n         liability. Fleetwood shall, at the Agent’s or the Majority Lenders’
\n         request and at the Borrowers’ expense, (i) retain an independent
\n         environmental engineer acceptable to the Agent to evaluate the site,
\n         including tests if appropriate, where the non-compliance or alleged
\n         non-compliance with Environmental Laws has occurred and prepare and
\n         deliver to the Agent, in sufficient quantity for distribution by the
\n         Agent to the Lenders, a report setting forth the results of such
\n         evaluation, a proposed plan for responding to any environmental
\n         problems described therein, and an estimate of the costs thereof, and
\n         (ii) provide to the Agent and the Lenders a supplemental report of
\n         such engineer whenever the scope of the environmental problems, or the
\n         response thereto or the estimated costs thereof, shall increase in any
\n         material respect.<\/p>\n
                           (c) The Agent and its representatives will have the
\n         right at any reasonable time to enter and visit the Real Estate and any
\n         other place where any property of any Loan Party is located for the
\n         purposes of observing the Real Estate, taking and removing soil or
\n         groundwater samples, and conducting tests on any part of the Real
\n         Estate. The Agent is under no duty, however, to visit or observe the
\n         Real Estate or to conduct tests, and any such acts by the Agent will be
\n         solely for the purposes of protecting the Agent’s Liens and preserving
\n         the Agent and the Lenders’ rights under the Loan Documents. No site
\n         visit, observation or testing by the Agent and the Lenders will result
\n         in a waiver of any default or impose any liability on the Agent or the
\n         Lenders. In no event will any site visit, observation or testing by the
\n         Agent be a representation that hazardous substances are or are not
\n         present in, on or under the Real Estate, or that there has been or will
\n         be compliance with any Environmental Law. Neither Fleetwood nor any of
\n         its Subsidiaries nor any other party is entitled to rely on any site
\n         visit, observation or testing by the Agent. The Agent and the Lenders
\n         owe no duty of care to protect Fleetwood or any of its Subsidiaries or
\n         any other party against, or to inform Fleetwood or any of its
\n         Subsidiaries or any other party of, any hazardous substances or any
\n         other adverse condition affecting the Real Estate. The Agent may in its
\n         discretion disclose to Fleetwood or to any other party if so required
\n         by law any report or findings made as a result of, or in connection
\n         with, any site visit, observation or testing by the Agent. Fleetwood
\n         and the Borrowers understand and agree that the Agent makes no warranty
\n         or representation to any Loan Party or any other party regarding the
\n         truth, accuracy or completeness of any such report or findings that may
\n         be disclosed. Fleetwood and the Borrowers also understands that
\n         depending on the results of any site visit, observation or testing by
\n         the Agent and disclosed to Fleetwood, Fleetwood or its Subsidiary may
\n         have a legal obligation to notify one or more environmental agencies of
\n         the results, that such reporting requirements are site-specific, and
\n         are to be evaluated by or its Subsidiary without advice or assistance
\n         from the Agent. In each instance, the Agent will give Fleetwood
\n         reasonable notice before entering the Real Estate or any other place
\n         the Agent is permitted to enter under this SECTION 7.7(c). The Agent
\n         will make reasonable efforts to avoid interfering with the use of the
\n         Real Estate or any other property in exercising any rights provided
\n         hereunder.<\/p>\n
             7.8 COMPLIANCE WITH ERISA. Fleetwood shall, and shall cause each of
\nits ERISA Affiliates to: (a) maintain each Plan in compliance in all material
\nrespects with the <\/p>\n
                                      44<\/p>\n
applicable provisions of ERISA, the Code and other federal or state law; (b)
\ncause each Plan which is qualified under Section 401(a) of the Code to maintain
\nsuch qualification; (c) make all required contributions to any Plan subject to
\nSection 412 of the Code; (d) not engage in a prohibited transaction or violation
\nof the fiduciary responsibility rules which prohibited transaction or violation
\nof fiduciary responsibility rules, together with all other prohibited
\ntransactions and violations of fiduciary responsibility rules, has resulted or
\ncould reasonably be expected to result in a Material Adverse Effect; and (e) not
\nengage in a transaction that could be subject to Section 4069 or 4212(c) of
\nERISA.<\/p>\n
             7.9 MERGERS, CONSOLIDATIONS OR SALES. Neither Fleetwood nor any of
\nits Subsidiaries shall enter into any transaction of merger, reorganization, or
\nconsolidation, or transfer, sell, assign, lease, or otherwise dispose of all or
\nany part of its property, or wind up, liquidate or dissolve, or agree to do any
\nof the foregoing, except<\/p>\n
                   (a) sales of Inventory in the ordinary course of its
\n         business;<\/p>\n
                   (b) sales or other dispositions of Equipment in the ordinary
\n         course of business that are obsolete or no longer useable by the
\n         applicable Person in its business with an orderly liquidation value not
\n         to exceed $1,000,000 in any Fiscal Year;<\/p>\n
                   (c) on no less than 10 days’ prior notice to the Agent, any
\n         FMC Borrower may merge with and into any other FMC Borrower and any FRC
\n         Borrower may merge with and into any other FRC Borrower, PROVIDED,
\n         HOWEVER, that all Liens of the Agent shall remain unimpaired, and the
\n         surviving Borrower shall execute and deliver to the Agent such
\n         documents and agreements as the Agent may reasonably request to
\n         evidence the continued liability for the Obligations of the
\n         disappearing Borrower and the Liens securing such Obligations;<\/p>\n
                   (d) sale of the Term Loan Collateral for at least fair market
\n         value, PROVIDED, HOWEVER, that (x) the sales price for (i) any Term
\n         Loan Collateral specifically identified on SCHEDULE 1.4 must be greater
\n         than the amount for such Term Loan Collateral set forth in the column
\n         labeled “Minimum Price” on such SCHEDULE 1.4, and (ii) any other Term
\n         Loan Collateral consisting of Fixed Assets must be greater than sixty
\n         percent (60%) of the appraised orderly liquidation value for such Term
\n         Loan Collateral; and (y) all proceeds shall be in cash and shall be
\n         applied to repay the Loans as required by SECTION 3.4(c);<\/p>\n
                   (e) sale for fair market value of the assets described on
\n         SCHEDULE 7.9 as “Assets held for Sale” if (1) at least 50% of the
\n         proceeds are received in cash and applied to the Obligations in
\n         accordance with SECTION 3.4 and any non-cash consideration received by
\n         any Loan Party shall constitute additional Collateral hereunder, in
\n         which the Agent shall have a duly perfected Lien; and (2) after giving
\n         effect to such disposition, no Default or Event of Default exists;<\/p>\n
                   (f) an FRC Borrower may transfer Inventory at the locations
\n         set forth on SCHEDULE 7.9 as “ADI Locations” to ADI in accordance with
\n         the ADI Agreement if<\/p>\n
                                       45<\/p>\n
         FRC receives payment for such assets in accordance with the ADI
\n         Agreement and applies such proceeds to the Obligations of FRC in
\n         accordance with SECTION 3.4;<\/p>\n
                   (g) any Excluded Subsidiary may be wound up and dissolved;
\n         and<\/p>\n
                   (h)   sale\/leaseback transactions with respect to Real Estate
\n         and Equipment permitted by SECTION 7.19.<\/p>\n
Within 120 days following each such Equipment sale or disposition involving Term
\nLoan Collateral under clause (d), the applicable FMC Borrower shall either (i)
\nreinvest the proceeds of that sale or disposition in other Equipment (which
\nshall become Term Loan Collateral), and pending such reinvestment shall apply
\nthe proceeds to the Revolving Loans or (ii) FMC shall apply such proceeds to the
\nTerm Loans in accordance with SECTION 3.4. All Equipment purchased under this
\nparagraph shall be free and clear of all Liens except Liens under clauses (a)
\nand (b) of the definition of Permitted Liens.<\/p>\n
             7.10 DISTRIBUTIONS; CAPITAL CHANGE; RESTRICTED INVESTMENTS. Neither
\nFleetwood nor any of its Subsidiaries shall<\/p>\n
                   (a) directly or indirectly declare or make, or incur any
\n         liability to make, any Distribution, EXCEPT (i) Distributions to
\n         Holdings by any of its Subsidiaries, Distributions to Retail by any of
\n         its Subsidiaries, or Distributions by any FMC Borrower or FRC Borrower
\n         to another FMC Borrower or FRC Borrower which is its parent; (ii) so
\n         long as no Default or Event of Default has occurred and is continuing
\n         on the date of the payment thereof, both before and after giving effect
\n         to such payment, the Borrowers may make Distributions to Fleetwood (or
\n         make intercompany loans permitted to be paid pursuant to SECTION
\n         7.13(h) or retain management fees to the extent permitted to be paid
\n         pursuant to SECTION 7.26) to pay, and Fleetwood may pay, a cash
\n         Dividend on the common stock of Fleetwood in aggregate amounts not in
\n         excess of $.04 per share of its outstanding common stock in any Fiscal
\n         Quarter; (iii) so long as no Default or Event of Default has occurred
\n         and is continuing on the date of the payment thereof, both before and
\n         after giving effect to such payment and Fleetwood has not given notice
\n         of an election to defer payments in accordance with the Subordinated
\n         Debentures (unless such notice has been rescinded), the Borrowers may
\n         make Distributions to Fleetwood (or make intercompany loans permitted
\n         to be paid pursuant to SECTION 7.13(h) or retain management fees to the
\n         extent permitted pursuant to SECTION 7.26) to make, and Fleetwood may
\n         make, payments of interest then due without acceleration on the
\n         Subordinated Debentures to Fleetwood Trust and Fleetwood Trust may pay
\n         Dividends then due on the Trust Securities; (iv) Subsidiaries of
\n         Fleetwood may make Distributions to Fleetwood (or make intercompany
\n         loans permitted to be paid pursuant to SECTION 7.13(h) or retain
\n         management fees to the extent permitted pursuant to SECTION 7.26) to
\n         pay when due (x) consolidated taxes, employee related expenses
\n         (including salaries, wages, bonuses, fringe benefits, health benefits,
\n         workers compensation insurance premiums and claims, retirement plan
\n         contributions and related expenses (including payments with respect to
\n         the COLI Policies), and manager’s in training reimbursements),
\n         marketing and product development, capital expenditures and products’
\n         liability payments, all in amounts and in a manner consistent with past
\n         practices and (y) an <\/p>\n
                                       46<\/p>\n
         additional aggregate amount in any Fiscal Year not to exceed $6,000,000
\n         to fund other general corporate overhead and operating expenses; (v)
\n         Subsidiaries of Fleetwood may pay management fees to Fleetwood
\n         consistent with those agreements in existence on the Closing Date; (vi)
\n         on the Initial Funding Date, the Borrowers may make Distributions to
\n         Fleetwood in an amount not to exceed $71,200,000 to be applied by
\n         Fleetwood to pay obligations of Fleetwood owed to The Prudential
\n         Insurance Company of America and Pruco Life Insurance Company
\n         (collectively, “PRUDENTIAL”) pursuant to the loan documents with
\n         Prudential (the “PRUDENTIAL LOAN DOCUMENTS”), and (vii) Fleetwood Trust
\n         may acquire the Trust Securities in an exchange to the extent permitted
\n         by SECTION 7.29;<\/p>\n
                           (b) make any change in its capital  structure which
\n         could reasonably be expected to have a Material Adverse Effect; or<\/p>\n
                           (c) make any Restricted Investment other than Hedge
\n         Agreements with a Lender, EXCEPT THAT (i) Fleetwood may make capital
\n         contributions to Holdings or Retail; (ii) any FMC Borrower may make
\n         contributions, loans or advances to any other FMC Borrower and any FRC
\n         Borrower may make contributions, loans or advances to any other FRC
\n         Borrower; (iii) any Borrower may make loans or advances to Fleetwood or
\n         any Subsidiary only to the extent permitted by SECTION 7.13; (iv) the
\n         FMC Borrowers may make loans or advances to the FRC Borrowers and the
\n         FRC Borrowers may make loans or advances to the FMC Borrowers; PROVIDED
\n         that the aggregate amount of all such loans and advances during the
\n         term of this Agreement does not exceed $10,000,000; (v) Retail may make
\n         advances to the Excluded Retail Subsidiaries for operating expenses
\n         that such Excluded Subsidiaries have an obligation to reimburse;
\n         PROVIDED that the aggregate amount of all such advances outstanding at
\n         any time does not exceed $1,000,000; (vi) any Excluded Subsidiary may
\n         make contributions, loans or advances to any other Excluded Subsidiary;
\n         (vii) Fleetwood may make advances to the Excluded Subsidiaries for
\n         operating expenses that such Excluded Subsidiaries have an obligation
\n         to reimburse; PROVIDED that the aggregate amount of all such advances
\n         outstanding at any time does not exceed $1,000,000; (viii) Fleetwood
\n         may make capital contributions, loans or advances to the Excluded
\n         Subsidiaries in an aggregate amount not to exceed $4,000,000 during the
\n         term of this Agreement; and (ix) Fleetwood may make additional capital
\n         contributions, loans or advances to the Excluded Subsidiaries in excess
\n         of those permitted under clause (viii) hereof in an aggregate amount
\n         not to exceed (A) $6,000,000 plus (B) the net amount of New Capital
\n         Proceeds received by Fleetwood after the Closing Date; PROVIDED (x)
\n         that no Default or Event of Default has occurred and is continuing on
\n         the date of the making of such capital contribution, loan or advance,
\n         both before and after giving effect to such capital contribution, loan
\n         or advance and (y) the amount of the average of the Liquidity for each
\n         of the most recent three calendar months minus the amount of such
\n         capital contribution, loan or advance is at least $80,000,000.<\/p>\n
             7.11 TRANSACTIONS AFFECTING COLLATERAL OR OBLIGATIONS. Neither
\nFleetwood nor any of its Subsidiaries shall enter into any transaction which
\nwould be reasonably expected to have a Material Adverse Effect.<\/p>\n
             7.12   GUARANTIES. Neither Fleetwood nor any of its Subsidiaries
\nshall make, issue, or become liable on any Guaranty, EXCEPT (a) Guaranties of
\nthe Obligations in favor of the <\/p>\n
                                       47<\/p>\n
Agent; (b) Repurchase Obligations of Fleetwood incurred in the ordinary course
\nof business consistent with past practices and customary in the industry; (c)
\nGuaranties existing on the date hereof and described on SCHEDULE 7.12; (d)
\nunsecured Guaranties by Fleetwood and FRC of the obligations of the Excluded
\nRetail Subsidiaries to the Floor Plan Lenders on terms and conditions
\nsatisfactory to Majority Lenders; (e) Fleetwood’s unsecured Guaranty of the
\nTrust Securities; (f) Letters of Credit issued for the account of a Borrower to
\nsupport obligations of Fleetwood and its Subsidiaries for worker’s compensation
\nand similar claims and insurance liabilities; and (g) other Guaranties in an
\naggregate amount not to exceed $1,000,000 at any time in effect.<\/p>\n
             7.13 DEBT. Neither Fleetwood nor any of its Subsidiaries shall
\nincur or maintain any Debt, OTHER THAN:<\/p>\n
                           (a) the Obligations;<\/p>\n
                           (b) the Subordinated Debt;<\/p>\n
                           (c) Debt existing on the Closing Date described on
\n         SCHEDULE 6.9 which is not to be repaid with the proceeds of the Loans
\n         made on the Initial Funding Date;<\/p>\n
                           (d) Capital Leases of Equipment and purchase money
\n         secured Debt incurred to purchase Equipment PROVIDED that<\/p>\n
                                    (i) Liens securing the same attach only to
\n                  the Equipment acquired by the incurrence of such Debt and
\n                  proceeds thereof, and<\/p>\n
                                    (ii) the aggregate amount of such Debt
\n                  (including Capital Leases) outstanding does not exceed
\n                  $20,000,000 at any time;<\/p>\n
                           (e) Capital Leases of Equipment or Real Property
\n         entered into in connection with sale\\leaseback transactions permitted
\n         pursuant to SECTION 7.19 PROVIDED that Liens securing the same attach
\n         only to the Equipment or Real Property subject to the applicable
\n         Capital Lease;<\/p>\n
                           (f) Debt evidencing a refunding, renewal or extension
\n         of the Debt described on SCHEDULE 6.9; PROVIDED that<\/p>\n
                                    (i) the principal amount thereof is not
\n                  increased,<\/p>\n
                                    (ii) the Liens, if any, securing such
\n                  refunded, renewed or extended Debt do not attach to any assets
\n                  in addition to those assets, if any, securing the Debt to be
\n                  refunded, renewed or extended,<\/p>\n
                                    (iii) no Person that is not an obligor or
\n                  guarantor of such Debt as of the Closing Date shall become an
\n                  obligor or guarantor thereof, and<\/p>\n
                                       48<\/p>\n
                                    (iv) the terms of such refunding, renewal or
\n                  extension are no less favorable to Fleetwood, its Subsidiary,
\n                  the Agent or the Lenders than the original Debt;<\/p>\n
                           (g) Debt of any FMC Borrower to another FMC Borrower
\n         or of a FRC Borrower to another FRC Borrower evidenced by a master
\n         intercompany note pledged to the Agent;<\/p>\n
                           (h) Debt of Fleetwood to any Borrower PROVIDED, THAT
\n         (i) on the date of the advance of the proceeds of such Debt, such
\n         Borrower would be permitted to make a Distribution pursuant to SECTION
\n         7.10(a)(ii), (iii), OR (iv); and (ii) such Debt is evidenced by a
\n         promissory note pledged to the Agent which note provides that the
\n         obligations of Fleetwood thereunder are “Senior Debt” within the
\n         meaning of the Subordinated Debentures and Fleetwood’s Guaranty of the
\n         Trust Securities;<\/p>\n
                           (i) Debt of any Excluded Subsidiary to Fleetwood;
\n         PROVIDED that (i) such loan is permitted pursuant to SECTION
\n         7.10(c)(vii), (viii) OR (ix) and (ii) such Debt is evidenced by a
\n         promissory note pledged to the Agent;<\/p>\n
                           (j) Debt of any FMC Borrower to any FRC Borrower and
\n         Debt of any FRC Borrower to any FMC Borrower; PROVIDED that (i) such
\n         loan is permitted pursuant to SECTION 7.10(c)(iv) and (ii) such Debt is
\n         evidenced by a promissory note pledged to the Agent;<\/p>\n
                           (k) Debt of an Excluded Retail Subsidiary to Retail;
\n         PROVIDED that (i) such loan is permitted pursuant to SECTION
\n         7.10(c)(v); and (ii) such Debt is evidenced by a promissory note
\n         pledged to the Agent;<\/p>\n
                           (l) Debt of any Excluded Subsidiary to another
\n         Excluded Subsidiary;<\/p>\n
                           (m) Debt of an FMC Borrower to Fleetwood or any
\n         Subsidiary (other than an FRC Borrower, an FMC Borrower or an Excluded
\n         Subsidiary), or Debt of an FRC Borrower to Fleetwood or any Subsidiary
\n         (other than an FMC Borrower, an FRC Borrower or an Excluded
\n         Subsidiary), in each case that is evidenced by a master intercompany
\n         note pledged to the Agent, and subordinated to the payment in full of
\n         the Obligations on terms satisfactory to the Majority Lenders;<\/p>\n
                           (n) Floor Plan Debt of the Excluded Retail
\n         Subsidiaries;<\/p>\n
                           (o) Guaranties permitted by SECTION 7.12 and any Debt
\n         arising upon such contingent obligations becoming absolute and matured;<\/p>\n
                           (p) Debt of any FMC Borrower to Fleetwood Canada
\n         which loans are evidenced by an intercompany note pledged to the Agent
\n         and subordinated to payment in full of the Obligations on terms
\n         satisfactory to the Majority Lenders PROVIDED that the aggregate amount
\n         of all such Debt to all FMC Borrowers outstanding does not exceed the
\n         amount of the Borrowing Base attributable to the Accounts of Fleetwood
\n         Canada;<\/p>\n
                                       49<\/p>\n
                           (q) obligations under Hedge Agreements with any
\n         Lender; and<\/p>\n
                           (r) Debt arising from rights of indemnity or
\n         contribution with respect to payments under the Loan Documents.<\/p>\n
Notwithstanding anything to the contrary contained in this SECTION 7.13, so long
\nas any portion of the Term Loans are outstanding, the aggregate amount of all
\nDebt of Fleetwood Folding Trailer (other than Debt permitted pursuant to SECTION
\n7.13(a)), shall not exceed an amount equal to (x) the amount of the Borrowing
\nBase attributable to the Accounts and Inventory of Fleetwood Folding Trailer
\nplus (y) $2,000,000.<\/p>\n
             7.14 PREPAYMENT. Neither Fleetwood nor any of its Subsidiaries
\nshall voluntarily prepay any Debt, except the Obligations in accordance with the
\nterms of this Agreement; PROVIDED that the Excluded Retail Subsidiaries may
\nprepay the Floor Plan Debt and intercompany Debt.<\/p>\n
             7.15 TRANSACTIONS WITH AFFILIATES. Except as set forth below,
\nneither Fleetwood nor any of its Subsidiaries shall sell, transfer, distribute,
\nor pay any money or property, including, but not limited to, any fees or
\nexpenses of any nature (including, but not limited to, any fees or expenses for
\nmanagement services), to any Affiliate, or lend or advance money or property to
\nany Affiliate, or except as permitted in SECTION 7.10, invest in (by capital
\ncontribution or otherwise) or purchase or repurchase any Capital Stock or
\nindebtedness, or any property, of any Affiliate, or except as permitted in
\nSECTION 7.12, become liable on any Guaranty of the indebtedness, dividends, or
\nother obligations of any Affiliate. Notwithstanding the foregoing but subject to
\nthe limitations set forth in SECTIONS 7.9, 7.10, 7.12, and 7.13, while no Event
\nof Default has occurred and is continuing, (i) Fleetwood and its Subsidiaries
\nmay engage in transactions with Affiliates in the ordinary course of business
\nconsistent with past practices, and in the case of transactions with Affiliates
\nother than Loan Parties and Excluded Subsidiaries, in amounts and upon terms
\nfully disclosed to the Agent and the Lenders, and no less favorable to Loan
\nParties than would be obtained in a comparable arm’s-length transaction with a
\nthird party who is not an Affiliate; and (ii) Fleetwood and its Subsidiaries may
\nengage in transactions with Finance Co. in the ordinary course of business and
\non terms no less favorable to the Loan Parties than would be obtained in a
\ncomparable arm’s-length transaction with a third party who is not an Affiliate.
\nAll sales of Inventory by FMC to any FRC Borrower shall be on terms no less
\nfavorable to FRC Borrowers than would be obtained in an arm’s length transaction
\nwith a Person which is not an Affiliate.<\/p>\n
             7.16 INVESTMENT BANKING AND FINDER’S FEES. Neither Fleetwood nor
\nany of its Subsidiaries shall pay or agree to pay, or reimburse any other party
\nwith respect to, any investment banking or similar or related fee, underwriter’s
\nfee, finder’s fee, or broker’s fee to any Person in connection with this
\nAgreement. The Borrowers shall defend and indemnify the Agent and the Lenders
\nagainst and hold them harmless from all claims of any Person that the Borrower
\nis obligated to pay for any such fees, and all costs and expenses (including
\nattorneys’ fees) incurred by the Agent and\/or any Lender in connection
\ntherewith.<\/p>\n
                                       50<\/p>\n
             7.17 BUSINESS CONDUCTED. Fleetwood shall not and shall not permit
\nany of its Subsidiaries to, engage directly or indirectly, in any line of
\nbusiness other than the businesses in which it is engaged on the Closing Date
\nand businesses reasonably related thereto.<\/p>\n
             7.18 LIENS. Neither Fleetwood nor any of its Subsidiaries shall
\ncreate, incur, assume, or permit to exist any Lien on any property now owned or
\nhereafter acquired by any of them, except Permitted Liens.<\/p>\n
             7.19 SALE AND LEASEBACK TRANSACTIONS. Neither Fleetwood nor any of
\nits Subsidiaries shall, directly or indirectly, enter into any arrangement with
\nany Person providing for Fleetwood or such Subsidiary to lease or rent property
\nthat Fleetwood or such Subsidiary has sold or will sell or otherwise transfer to
\nsuch Person, EXCEPT that:<\/p>\n
                           (a) a Borrower may sell Real Estate owned by it
\n         (other than Term Loan Collateral) and lease such Real Estate if (i) the
\n         Net Proceeds are an amount in excess of the amount advanced against
\n         such Real Estate in the Borrowing Base, (ii) the terms and conditions
\n         of such sale and leaseback are approved by Majority Lenders and (iii)
\n         the proceeds of such sale are applied to the Obligations in accordance
\n         with SECTION 3.4;<\/p>\n
                           (b) a Borrower may sell Real Estate that is Term Loan
\n         Collateral and that is owned by it and lease such Real Estate if (i)
\n         the Net Proceeds are an amount in excess of (x) for any Term Loan
\n         Collateral specifically identified on SCHEDULE 1.4 the amount for such
\n         Term Loan Collateral set forth in the column labeled “Minimum Price” on
\n         such SCHEDULE 1.4, and (y) for any other Term Loan Collateral
\n         consisting of Fixed Assets sixty percent (60%) of the appraised orderly
\n         liquidation value for such Term Loan Collateral, (ii) the terms and
\n         conditions of such sale and leaseback are approved by Required Term
\n         Lenders and (iii) the proceeds of such sale are applied to the
\n         Obligations in accordance with SECTION 3.4; and<\/p>\n
                           (c) a Borrower may sell Equipment owned by it and
\n         lease such Equipment if (i) the Net Proceeds are an amount in excess of
\n         the amount advanced against such Equipment in the Borrowing Base, (ii)
\n         the terms and conditions of such sale and leaseback are approved by
\n         Majority Lenders (iii) the proceeds of such sale are applied to the
\n         Obligations in accordance with SECTION 3.4; and (iv) the aggregate
\n         Net Proceeds of such sale and all previous sales pursuant to this
\n         SECTION 7.19(b) do not exceed $25,000,000.<\/p>\n
             7.20 NEW SUBSIDIARIES. Without the prior written consent of the
\nAgent and Majority Lenders, Fleetwood shall not, directly or indirectly,
\norganize, create, acquire or permit to exist any Subsidiary other (i) than those
\nlisted on SCHEDULE 6.5, and (ii) Excluded Subsidiaries.<\/p>\n
             7.21 FISCAL YEAR. Fleetwood shall not, and shall not permit any of
\nits Subsidiaries to, change its Fiscal Year, EXCEPT that the Fiscal Year of FRC
\nmay be changed so that it is the same as the Fiscal Year of Fleetwood.<\/p>\n
             7.22 CAPITAL EXPENDITURES. Neither Fleetwood nor any of its
\nSubsidiaries shall make or incur any Capital Expenditure if, after giving effect
\nthereto, the aggregate amount of all <\/p>\n
                                       51<\/p>\n
Capital Expenditures by Fleetwood and its Subsidiaries on a consolidated basis
\n(including the capitalized amount of all Capital Leases and the principal amount
\nof all Purchase Money Debt incurred in connection therewith) would exceed
\n$35,000,000 in Fiscal Year 2002, $31,300,000 in Fiscal Year 2003 or $34,500,000
\nin Fiscal Year 2004.<\/p>\n
             7.23 FIXED CHARGE COVERAGE RATIO. Fleetwood will maintain a Fixed
\nCharge Coverage Ratio for each period of four consecutive Fiscal Quarters ended
\non the last day of each Fiscal Quarter set forth below of not less than the
\nratio set forth below opposite each such fiscal quarter:<\/p>\n
\n
\n
                       PERIOD ENDING                                       FIXED CHARGE COVERAGE RATIO
\n                       ————-                                       —————————
\n                                                                        
\nOn the last Sunday in July 2002                                                1.05 : 1.00
\nOn the last Sunday in October 2002                                             1.10 : 1.00
\nOn the last Sunday in January 2003                                             1.15 : 1.00
\nOn the last Sunday in April 2003 and each Fiscal Quarter                       1.20 : 1.00
\nthereafter<\/p>\n
<\/c><\/s><\/caption>\n<\/table>\n
             7.24 EBITDA.<\/p>\n
                           (a) On a consolidated basis, Fleetwood shall have
\n         EBITDA for the portion of the Fiscal Year 2002 then elapsed of not less
\n         than the amount set forth below opposite each such Fiscal Quarter:<\/p>\n\n
\n
                  PERIOD ENDING                                                EBITDA
\n                  ————-                                                ——
\n                                                                            
\n         On the last Sunday in October 2001                                    $15,000,000
\n         On the last Sunday in January 2002                                    $25,000,000
\n         On the last Sunday in April 2002                                      $55,000,000<\/p>\n
<\/c><\/s><\/caption>\n<\/table>\n
                           (b) For each Fiscal Quarter ending after the last
\n         Sunday in April 2002, Fleetwood shall have EBITDA for the four-fiscal
\n         quarter period ending on the last day of such Fiscal Quarter of not
\n         less than $70,000,000.<\/p>\n
             7.25 MINIMUM AGGREGATE AVAILABILITY. The Borrowers shall maintain,
\nat all times, Aggregate Availability of not less than (i) if the Fixed Charge
\nCoverage Ratio for each of the most recently ended two consecutive Fiscal
\nQuarters (tested separately) was at least 1.05 to 1.00, $30,000,000; and (ii)
\notherwise, $50,000,000; PROVIDED that no minimum Aggregate Availability shall be
\nrequired during any period when (x) the Applicable Margin is at Level I, (y) the
\nFixed Charge Coverage Ratio for the two fiscal quarter period ending on the last
\nday of <\/p>\n
                                       52<\/p>\n
the most recent Fiscal Quarter is greater than 1.5 to 1.0 and (z) no Default or
\nEvent of Default has occurred and is continuing.<\/p>\n
             7.26 CONTRIBUTION OF MANAGEMENT FEES. On the date of receipt by
\nFleetwood of any management fees from any of its Subsidiaries, Fleetwood shall
\nmake a capital contribution to FMC in the amount of such management fees so
\nreceived less the amount on such day of Distributions by the Borrowers to
\nFleetwood that would be permitted pursuant to SECTION 7.10(a)(ii), (iii), OR
\n(iv).<\/p>\n
             7.27 USE OF PROCEEDS. The Borrowers shall not, and shall not suffer
\nor permit any of their Subsidiaries to, use any portion of the Loan proceeds,
\ndirectly or indirectly, (i) to purchase or carry Margin Stock, (ii) to repay or
\notherwise refinance indebtedness of Fleetwood or any of its Subsidiaries or
\nothers incurred to purchase or carry Margin Stock, (iii) to extend credit for
\nthe purpose of purchasing or carrying any Margin Stock, or (iv) to acquire any
\nsecurity in any transaction that is subject to Section 13 or 14 of the Exchange
\nAct. The proceeds of the Revolving Loans shall not be used to pay the Term Loan
\nObligations unless (x) for payments of the Term Loan Obligations under SECTION
\n3.3(a)(i), no Event of Default has occurred and is continuing, and (y) for
\npayments of Term Loan Obligations under SECTION 3.3(a)(ii), (A) no Event of
\nDefault has occurred and is continuing, (B) the amount of the average of the
\nLiquidity for each of the most recent three calendar months is at least
\n$60,000,000 and (C) on the date of the payment of the Term Loan Obligations,
\nafter giving effect to any Borrowing, the Aggregate Availability plus the
\nQualified Cash Equivalents is equal to or greater than $10,000,000 plus the
\namount, on such date, of the required minimum Aggregate Availability under
\nSECTION 7.25.<\/p>\n
             7.28 FURTHER ASSURANCES; ADDITIONAL MORTGAGES.<\/p>\n
                           (a) Fleetwood shall, and shall cause each of its
\n         Subsidiaries to, execute and deliver, or cause to be executed and
\n         delivered, to the Agent and\/or the Lenders such documents and
\n         agreements, and shall take or cause to be taken such actions, as the
\n         Agent or any Lender may, from time to time, request to carry out the
\n         terms and conditions of this Agreement and the other Loan Documents.<\/p>\n
                           (b) With respect to each parcel of Real Estate listed
\n         on SCHEDULE 7.28 with a fair market value in excess of $250,000, within
\n         60 days after the Closing Date, and with respect to any Real Estate
\n         acquired in fee simple by any Loan Party after the Closing Date with a
\n         fair market value in excess of $250,000, within 60 days after
\n         acquisition thereof, Fleetwood and\/or the applicable Loan Party shall
\n         deliver to the Agent (i) duly executed and acknowledged Mortgages on
\n         the Real Property, (ii) if required by the Agent for Real Estate
\n         hereafter acquired, extended coverage ALTA policies of title insurance
\n         in such amounts, and containing such endorsements, as reasonably
\n         required by the Agent, insuring that such Mortgages constitute first
\n         priority mortgage liens subject only to Permitted Liens under clauses
\n         (a), (b), (d) and (e) of the definition of Permitted Liens, and (iii)
\n         if requested by the Agent, opinions of counsel as to such matters as
\n         reasonably requested by the Agent.<\/p>\n
                           (c) If Fleetwood forms any new Subsidiary or if any
\n         Inactive Subsidiary becomes an active Subsidiary which owns assets in
\n         excess of $250,000 or has <\/p>\n
                                       53<\/p>\n
         revenues in excess of $1,000,000 in any Fiscal Year, the Borrowers
\n         shall cause such Subsidiary to either become an FMC Borrower or FRC
\n         Borrower hereunder by delivering a counterpart to this Agreement and to
\n         each other Loan Document to which an FMC Borrower or an FRC Borrower,
\n         as the case may be, is a party or become a Guarantor by delivering a
\n         counterpart to the Subsidiary Guaranty and to each other Loan Document
\n         to which a Guarantor which is a Subsidiary is a party, together with
\n         such evidences of authority, opinions and other documents and
\n         instruments as the Agent may reasonably request; PROVIDED that no such
\n         Subsidiary may become an FRC Borrower or an FMC Borrower without the
\n         prior written consent of the Required Lenders.<\/p>\n
             7.29 SUBORDINATED DEBT; TRUST SECURITIES. Fleetwood will not, and
\nwill not permit any of its Subsidiaries to, (i) make any payments or prepayments
\nwith respect to the Subordinated Debt other than, so long as no Default or Event
\nof Default has occurred and is continuing on the date of payment, both before
\nand after giving effect to such payment, and so long as Fleetwood has not
\nelected to defer payment in accordance with the Subordinated Debentures,
\npayments of interest when due under the terms of the Subordinated Debentures
\n(without acceleration) (PROVIDED, that payments permitted under this clause (i)
\nshall not duplicate payments made under SECTION 7.10(a)(iii)) or (ii) amend,
\nsupplement or otherwise modify the terms of the Subordinated Debentures or any
\nGuaranty thereof, or the Trust Securities or any Guaranty thereof or added any
\nGuaranty; PROVIDED, HOWEVER, that Fleetwood and the Fleetwood Trust may exchange
\n(such exchange, the “SUBORDINATED DEBT EXCHANGE”) the Subordinated Debentures
\nand the Trust Securities outstanding on the Closing Date for new Subordinated
\nDebentures and Trust Securities if (i) the transactions are not materially cash
\nnegative upon closing (taking into account taxes and transaction fees payable by
\nFleetwood on a pro forma basis), as determined by the Majority Lenders; (ii)
\nthere is no increase in the aggregate amounts payable by Fleetwood and its
\nSubsidiaries as a result thereof; (iii) the amount of the aggregate annual
\npayments with respect to the Subordinated Debt, after giving effect to such
\nexchange and to any additional Subordinated Debentures and Trust Securities
\nissued concurrently with such exchange, does not exceed one hundred fifty
\npercent (150%) of the amount of the aggregate annual payments with respect to
\nthe Subordinated Debt on the Closing Date; (iv) the rate of interest for the
\nSubordinated Debt and any additional Subordinated Debentures and Trust
\nSecurities issued concurrently with such exchange, does not exceed twelve
\npercent (12%); (v) the ability of Fleetwood to defer cash payments on the
\nSubordinated Debentures and of Fleetwood Trust to defer cash dividends on the
\nTrust Securities is no less favorable (PROVIDED that the ability to make
\npayments with the issuance of new securities shall be treated as deferral of
\ncash payments for purposes of this clause (v)) and the subordination terms of
\nthe Subordinated Debentures and the Guaranty of the Trust Securities are no less
\nfavorable to the Lenders and (vi) all other terms and conditions are acceptable
\nto the Majority Lenders.<\/p>\n
             7.30 ADVISORS FOR SALE OF TERM LOAN COLLATERAL. If the Term Loan
\nObligations have not been paid in full on or prior to the first Anniversary
\nDate, then no later than thirty (30) days after written request by the Required
\nTerm Lenders, FMC will, at its expense, engage advisors reasonably acceptable to
\nthe Required Term Lenders to arrange for sale\/leaseback transactions of active
\nreal estate locations included in the Term Loan Collateral and to market and
\nsell the balance of the Term Loan Collateral in an orderly manner and will fully
\ncooperate with such advisors.<\/p>\n
                                       54<\/p>\n
                                    ARTICLE 8
\n                              CONDITIONS OF LENDING<\/p>\n
             8.1 CONDITIONS PRECEDENT TO MAKING OF LOANS ON THE INITIAL FUNDING
\nDATE. The obligation of the Lenders to make the initial Revolving Loans and the
\nTerm Loans, and the obligation of the Agent to cause the Letter of Credit Issuer
\nto issue any Letter of Credit, are subject to the following conditions precedent
\nhaving been satisfied in a manner satisfactory to the Agent and each Lender:<\/p>\n
                           (a) This Agreement and the other Loan Documents shall
\n         have been executed by each party thereto and the Loan Parties shall
\n         have performed and complied in all material respects with all
\n         covenants, agreements and conditions contained herein and the other
\n         Loan Documents which are required to be performed or complied with by
\n         the Loan Parties before or on the Closing Date.<\/p>\n
                           (b) Upon making the Revolving Loans (including such
\n         Revolving Loans made to finance the Closing Fee or otherwise as
\n         reimbursement for fees, costs and expenses then payable under this
\n         Agreement) and with all obligations current, the Borrowers shall have
\n         Aggregate Availability of at least $80,000,000.<\/p>\n
                           (c) All representations and warranties made hereunder
\n         and in the other Loan Documents shall be true and correct as if made on
\n         such date.<\/p>\n
                           (d) No Default or Event of Default shall have
\n         occurred and be continuing after giving effect to the Loans to be made
\n         and the Letters of Credit to be issued on the Initial Funding Date.<\/p>\n
                           (e) The Agent and the Lenders shall have received
\n         such opinions of counsel for Fleetwood and its Subsidiaries as the
\n         Agent or any Lender shall reasonably request, each such opinion to be
\n         in a form, scope, and substance reasonably satisfactory to the Agent,
\n         the Lenders, and their respective counsel.<\/p>\n
                           (f) The Agent shall have received ALTA extended
\n         coverage title policies, in form and substance and in amounts and with
\n         such endorsements acceptable to the Agent, with respect to the
\n         Mortgages to be delivered on the Closing Date.<\/p>\n
                           (g) The Agent shall have received:<\/p>\n
                                    (i) acknowledgment copies of proper
\n                  financing statements, duly filed on or before the Closing Date
\n                  under the UCC of all jurisdictions that the Agent may deem
\n                  necessary or desirable in order to perfect the Agent’s Liens;
\n                  or shall have received duly executed financing statements from
\n                  all Loan Parties for all such jurisdictions;<\/p>\n
                                    (ii) duly executed UCC-3 Termination
\n                  Statements or such other instruments or evidence, in form and
\n                  substance satisfactory to the Agent, as shall be necessary to
\n                  terminate and satisfy all Liens on the Property of Fleetwood
\n                  and its Subsidiaries except Permitted Liens;<\/p>\n
                                        55<\/p>\n
                                    (iii) duly executed security agreements with
\n                  respect to all Proprietary Rights for recording in the United
\n                  States Patent and Trademark Office;<\/p>\n
                                    (iv) certificates for the Capital Stock
\n                  pledged pursuant to the Pledge Agreement together with undated
\n                  stock powers duly endorsed in blank; and<\/p>\n
                                    (v) all intercompany notes payable to
\n                  any Loan Party duly endorsed in blank.<\/p>\n
                           (h) The Borrowers shall have paid all fees and
\n         expenses of the Agent and the Attorney Costs incurred in connection
\n         with any of the Loan Documents and the transactions contemplated
\n         thereby to the extent invoiced.<\/p>\n
                           (i) Fleetwood and the Borrowers shall have paid all
\n         fees due and owing to the Agent and the Lenders on the Closing Date
\n         (including all fees under the Fee Letter).<\/p>\n
                           (j) The Agent shall have received evidence, in form,
\n         scope, and substance, reasonably satisfactory to the Agent, of all
\n         insurance coverage as required by this Agreement.<\/p>\n
                           (k) The Agent and the Lenders shall have had an
\n         opportunity, if they so choose, to examine the books of account and
\n         other records and files of Fleetwood and its Subsidiaries and to make
\n         copies thereof, and to conduct a pre-closing audit which shall include,
\n         without limitation, verification of Inventory, Accounts, and the
\n         Borrowing Bases, and the results of such examination and audit shall
\n         have been satisfactory to the Agent and the Lenders in all respects.<\/p>\n
                           (l) All proceedings taken in connection with the
\n         execution of this Agreement, the Term Notes, all other Loan Documents
\n         and all documents and papers relating thereto shall be satisfactory in
\n         form, scope, and substance to the Agent and the Lenders.<\/p>\n
                           (m) No material adverse change, in the opinion of the
\n         Lenders, shall have occurred, in the assets, liabilities, business,
\n         financial condition, or results of operations of Fleetwood and its
\n         Subsidiaries.<\/p>\n
                           (n) There shall exist no action, suit, investigation,
\n         litigation, or proceeding pending or, to the knowledge of Fleetwood and
\n         the Borrowers or any Lender, threatened in any court or before any
\n         arbitrator or Governmental Authority that (i) could reasonably be
\n         expected to have a material adverse effect on any Borrower’s assets,
\n         liabilities, business, or financial condition, or results of operations
\n         or which could impair any Borrower’s ability to perform satisfactorily
\n         under the Loan Documents or repay the Obligations, or (ii) could
\n         reasonably be expected to materially and adversely affect the Loan
\n         Documents or the transactions contemplated thereby.<\/p>\n
                                      56<\/p>\n
                           (o) The Lenders shall have received, each in form and
\n         substance satisfactory to the Lenders, (i) a pro forma consolidated
\n         balance sheet of Fleetwood and its Subsidiaries dated as of April 29,
\n         2001 and adjusted to give effect to the advances under this Agreement
\n         and the application of the proceeds thereof, which balance sheets shall
\n         reflect no material changes from the most recent pro forma balance
\n         sheets of Fleetwood and its Subsidiaries previously delivered to
\n         Lenders, (ii) consolidated and consolidating (by Business Unit)
\n         financial projections of Fleetwood and its Subsidiaries evidencing
\n         ability to comply with the financial covenants set forth herein and to
\n         repay the Obligations, and (iii) drafts of the consolidated and
\n         consolidating (by Business Unit) annual financial statements for
\n         Fleetwood and its Subsidiaries as of the end of the most recent Fiscal
\n         Year plus Fleetwood’s most recently updated forecast, if any.<\/p>\n
                           (p) Lenders shall be satisfied that each Borrower is
\n         adequately capitalized, that the fair saleable value of its assets will
\n         exceed its liabilities at closing, and that each Borrower will have
\n         sufficient working capital to pay its debts as they become due.<\/p>\n
                           (q) Fleetwood and its Subsidiaries shall have
\n         obtained all governmental and third party consents and approvals as may
\n         be necessary or appropriate in connection with the Loan Documents and
\n         the transactions contemplated thereby.<\/p>\n
                           (r) The Lenders shall be satisfied with all
\n         environmental aspects relating to Borrowers and their business,
\n         including all environmental reports as may be required by the Lenders.<\/p>\n
                           (s) All Debt of Fleetwood and its Subsidiaries, other
\n         than (i) Debt of the Excluded Retail Subsidiaries to the Floor Plan
\n         Lender, (ii) existing financing in connection with company-owned life
\n         insurance and split-dollar life insurance and policies, and (iii) Debt
\n         permitted pursuant to SECTION 7.13(a), (b), (c), (g), (l), (m), (o),
\n         (q) and (r) shall have been repaid in full and all Liens and security
\n         interests shall have been released. The Floor Plan Debt shall be on
\n         terms and conditions satisfactory to the Agent and Lenders and shall
\n         not be guaranteed by any Borrower or any Guarantor unless approved by
\n         the Agent and Lenders.<\/p>\n
                           (t) The Agent shall have entered into an
\n         intercreditor agreement with the Floor Plan Lender, in form, scope and
\n         substance satisfactory to the Lenders, with respect to their respective
\n         rights and remedies.<\/p>\n
                           (u) The Revolving Credit Loans shall have been
\n         successfully syndicated on the terms set forth herein and as described
\n         in the commitment letter from the Agent to Fleetwood, to the
\n         satisfaction of the Agent, and all Lenders shall ratably fund the Loans
\n         on the Initial Funding Date.<\/p>\n
                           (v) Without limiting the generality of the items
\n         described above, any other documents or other items reasonably
\n         requested by the Agent or any Lender.<\/p>\n
                                      57<\/p>\n
                           (w) All cash and marketable securities held by the
\n         Borrowers in domestic unrestricted accounts on the Closing Date shall
\n         be liquidated and applied against Revolving Loans.<\/p>\n
                           (x) The Agent and the applicable Loan Party shall
\n         have executed and delivered notices of assignment of the Accounts of
\n         the Loan Parties to such Persons designated by the Agent.<\/p>\n
The acceptance by any Borrower of any Loans made or Letters of Credit issued on
\nthe Initial Funding Date shall be deemed to be a representation and warranty
\nmade by Fleetwood and the Borrowers to the effect that all of the conditions
\nprecedent to the making of such Loans or the issuance of such Letters of Credit
\nset forth in CLAUSES (a), (b), (c), (d), (h), (i), (n), (q), (s) and (x) have
\nbeen satisfied, and that no material adverse change has occurred since January
\n28, 2001 except as disclosed by Fleetwood publicly in the assets, liabilities,
\nbusiness, financial condition or results of operations of Fleetwood and its
\nSubsidiaries, with the same effect as delivery to the Agent and the Lenders of a
\ncertificate signed by a Responsible Officer of the Borrowers, dated the Initial
\nFunding Date, to such effect.<\/p>\n
                  Execution and delivery to the Agent by a Lender of a
\ncounterpart of this Agreement shall be deemed confirmation by such Lender that
\n(i) all conditions precedent in this SECTION 8.1 have been fulfilled to the
\nsatisfaction of such Lender, (ii) the decision of such Lender to execute and
\ndeliver to the Agent an executed counterpart of this Agreement was made by such
\nLender independently and without reliance on the Agent or any other Lender as to
\nthe satisfaction of any condition precedent set forth in this SECTION 8.1, and
\n(iii) all documents sent to such Lender for approval consent, or satisfaction
\nwere acceptable to such Lender.<\/p>\n
             8.2 CONDITIONS PRECEDENT TO EACH LOAN. The obligation of the
\nLenders to make each Loan, including the initial Revolving Loans on the Initial
\nFunding Date and the Term Loans, and the obligation of the Agent to cause the
\nLetter of Credit Issuer to issue any Letter of Credit shall be subject to the
\nfurther conditions precedent that on and as of the date of any such extension of
\ncredit:<\/p>\n
                           (a) The following statements shall be true, and the
\n         acceptance by any Borrower of any extension of credit shall be deemed
\n         to be a statement to the effect set forth in CLAUSES (i), (ii) and
\n         (iii) with the same effect as the delivery to the Agent and the Lenders
\n         of a certificate signed by a Responsible Officer, dated the date of
\n         such extension of credit, stating that:<\/p>\n
                                    (i) The representations and warranties
\n                  contained in this Agreement and the other Loan Documents are
\n                  correct in all material respects on and as of the date of such
\n                  extension of credit as though made on and as of such date,
\n                  other than any such representation or warranty which relates
\n                  to a specified prior date and except to the extent the Agent
\n                  and the Lenders have been notified in writing by the Borrowers
\n                  that any representation or warranty is not correct and the
\n                  Majority Lenders have explicitly waived in writing compliance
\n                  with such representation or warranty; and<\/p>\n
                                       58<\/p>\n
                                    (ii) No event has occurred and is
\n                  continuing, or would result from such extension of credit,
\n                  which constitutes a Default or an Event of Default; and<\/p>\n
                                    (iii) No event has occurred and is
\n                  continuing, or would result from such extension of credit,
\n                  which has had or would have a Material Adverse Effect.<\/p>\n
                           (b) No such Borrowing shall exceed Aggregate
\n         Availability, nor shall any Borrowing by FMC or FRC exceed its
\n         Availability PROVIDED, HOWEVER, that the foregoing conditions precedent
\n         are not conditions to each Revolving Credit Lender participating in or
\n         reimbursing the Bank or the Agent for such Lenders’ Pro Rata Share of
\n         any Non-Ratable Loan or Agent Advance made in accordance with the
\n         provisions of SECTIONS 1.2(h) and (i).<\/p>\n
                                    ARTICLE 9
\n                                DEFAULT; REMEDIES<\/p>\n
             9.1 EVENTS OF DEFAULT. It shall constitute an event of default
\n(“EVENT OF DEFAULT”) if any one or more of the following shall occur for any
\nreason:<\/p>\n
                           (a) any failure by any Borrower to pay (i) the
\n         principal of or interest or premium on any of the Obligations when due,
\n         whether upon demand or otherwise, or (ii) any fee or other amount owing
\n         hereunder within 3 Business Days after such amount is due;<\/p>\n
                           (b) any representation or warranty made or deemed
\n         made by Fleetwood or the Borrowers in this Agreement or by any Loan
\n         Party in any of the other Loan Documents, any Financial Statement, or
\n         any certificate furnished by any Loan Party at any time to the Agent or
\n         any Lender shall prove to be untrue in any material respect as of the
\n         date on which made, deemed made, or furnished;<\/p>\n
                           (c) (i) any default shall occur in the observance or
\n         performance of any of the covenants and agreements contained in
\n         Sections 5.2(l), 7.2, 7.5, 7.9 through 7.30, or Section 11 of the
\n         Security Agreement, (ii) any default shall occur in the observance or
\n         performance of any of the covenants and agreements contained in SECTION
\n         5.2 (other than SECTION 5.2(l)) or SECTION 5.3 and such default shall
\n         continue for 5 Business Days or more; or (iii) any default shall occur
\n         in the observance or performance of any of the other covenants or
\n         agreements contained in any other Section of this Agreement or any
\n         other Loan Document, or any other agreement entered into at any time to
\n         which Fleetwood or any Subsidiary and the Agent or any Lender are party
\n         (including in respect of any Bank Products) and such default shall
\n         continue for 30 days or more;<\/p>\n
                           (d) any failure to pay any principal of or premium or
\n         interest on any Debt (other than the Obligations) of Fleetwood or any
\n         of its Subsidiaries in an outstanding principal amount which exceeds
\n         $5,000,000, or under any agreement or instrument under or pursuant to
\n         which any such Debt may have been issued, created, assumed, or
\n         guaranteed by Fleetwood or any of its Subsidiaries, and such failure to
\n         pay <\/p>\n
                                      59<\/p>\n
         shall continue for more than the period of grace, if any, therein
\n         specified; or any default shall occur with respect to any Debt (other
\n         than the Obligations) of Fleetwood or any of its Subsidiaries in an
\n         outstanding principal amount which exceeds $5,000,000, or under any
\n         agreement or instrument under or pursuant to which any such Debt may
\n         have been issued, created, assumed, or guaranteed by Fleetwood or any
\n         of its Subsidiaries, and such default shall continue for more than the
\n         period of grace, if any, therein specified, if the effect thereof (with
\n         or without the giving of notice or further lapse of time or both) is to
\n         accelerate, or to permit the holders of any such Debt to accelerate,
\n         the maturity of any such Debt; or any such Debt shall be declared due
\n         and payable or be required to be prepaid (other than by a regularly
\n         scheduled required prepayment) prior to the stated maturity thereof;<\/p>\n
                           (e) Fleetwood or any of its Subsidiaries shall (i)
\n         file a voluntary petition in bankruptcy or file a voluntary petition or
\n         an answer or otherwise commence any action or proceeding seeking
\n         reorganization, arrangement or readjustment of its debts or for any
\n         other relief under the Bankruptcy Code, as amended, or under any other
\n         bankruptcy or insolvency act or law, state or federal, now or hereafter
\n         existing, or consent to, approve of, or acquiesce in, any such
\n         petition, action or proceeding; (ii) apply for or acquiesce in the
\n         appointment of a receiver, assignee, liquidator, sequestrator,
\n         custodian, monitor, trustee or similar officer for it or for all or any
\n         part of its property; (iii) make an assignment for the benefit of
\n         creditors; or (iv) be unable generally to pay its debts as they become
\n         due;<\/p>\n
                           (f) an involuntary petition shall be filed or an
\n         action or proceeding otherwise commenced seeking reorganization,
\n         arrangement, consolidation or readjustment of the debts of Fleetwood or
\n         any of its Subsidiaries or for any other relief under the Bankruptcy
\n         Code, as amended, or under any other bankruptcy or insolvency act or
\n         law, state or federal, now or hereafter existing and such petition or
\n         proceeding shall not be dismissed within 60 days after the filing or
\n         commencement thereof or an order of relief shall be entered with
\n         respect thereto;<\/p>\n
                           (g) a receiver, assignee, liquidator, sequestrator
\n         custodian, monitor, trustee or similar officer for Fleetwood or any of
\n         its Subsidiaries or for all or any part of its property shall be
\n         appointed or a warrant of attachment, execution or similar process
\n         shall be issued against any part of the property of Fleetwood or any of
\n         its Subsidiaries;<\/p>\n
                           (h) except as expressly permitted under this
\n         Agreement, Fleetwood or any of its Subsidiaries shall file a
\n         certificate of dissolution under applicable state law or shall be
\n         liquidated, dissolved or wound-up or shall commence or have commenced
\n         against it any action or proceeding for dissolution, winding-up or
\n         liquidation, or shall take any corporate action in furtherance thereof;<\/p>\n
                           (i) all or any material part of the property of
\n         Fleetwood or any of its Subsidiaries shall be nationalized,
\n         expropriated or condemned, seized or otherwise appropriated, or custody
\n         or control of such property or of Fleetwood or such Subsidiary shall be
\n         assumed by any Governmental Authority or any court of competent
\n         jurisdiction <\/p>\n
                                      60<\/p>\n
         at the instance of any Governmental Authority, except where contested
\n         in good faith by proper proceedings diligently pursued where a stay of
\n         enforcement is in effect;<\/p>\n
                           (j) any Loan Document shall be terminated (except in
\n         accordance with its terms), revoked or declared void or invalid or
\n         unenforceable or challenged by any Loan Party;<\/p>\n
                           (k) one or more judgments, orders, decrees or
\n         arbitration awards is entered against Fleetwood or any of its
\n         Subsidiaries involving in the aggregate liability (to the extent not
\n         covered by independent third-party insurance as to which the insurer
\n         has not denied coverage) as to any single or related or unrelated
\n         series of transactions, incidents or conditions, of $5,000,000 or more,
\n         and the same shall remain unsatisfied, unvacated and unstayed pending
\n         appeal for a period of thirty (30) days after the entry thereof;<\/p>\n
                           (l) any loss, theft, damage or destruction of any
\n         item or items of Collateral or other property of Fleetwood or any of
\n         its Subsidiaries occurs which could reasonably be expected to cause a
\n         Material Adverse Effect and is not adequately covered by insurance;<\/p>\n
                           (m) there is filed against Fleetwood or any of its
\n         Subsidiaries any action, suit or proceeding under any federal or state
\n         racketeering statute (including the Racketeer Influenced and Corrupt
\n         Organization Act of 1970), which action, suit or proceeding (i) is not
\n         dismissed within one hundred twenty (120) days, and (ii) would
\n         reasonably be expected to result in the confiscation or forfeiture of
\n         any material portion of the Collateral;<\/p>\n
                           (n) for any reason other than the failure of the
\n         Agent to take any action available to it to maintain perfection of the
\n         Agent’s Liens pursuant to the Loan Documents, any Loan Document ceases
\n         to be in full force and effect in accordance with its terms or, except
\n         for any Lien released in accordance with the Loan Documents, any Lien
\n         with respect to any material portion of the Collateral intended to be
\n         secured thereby ceases to be, or is not, valid, perfected and prior to
\n         all other Liens (other than Permitted Liens) or is terminated, revoked
\n         or declared void;<\/p>\n
                           (o) an ERISA Event shall occur with respect to a
\n         Pension Plan or Multi-employer Plan which has resulted or could
\n         reasonably be expected to result in liability of Fleetwood or any ERISA
\n         Affiliate under Title IV of ERISA to the Pension Plan, Multi-employer
\n         Plan or the PBGC in an aggregate amount in excess of $10,000,000; (ii)
\n         the aggregate amount of Unfunded Pension Liability among all Pension
\n         Plans at any time exceeds $10,000,000; or (iii) Fleetwood or any ERISA
\n         Affiliate shall fail to pay when due, after the expiration of any
\n         applicable grace period, any installment payment with respect to its
\n         withdrawal liability under Section 4201 of ERISA under a Multi-employer
\n         Plan in an aggregate amount in excess of $10,000,000;<\/p>\n
                           (p) there occurs a Change of Control; or<\/p>\n
                           (q) there occurs an event having a Material Adverse
\n         Effect.<\/p>\n
                                      61<\/p>\n
             9.2 REMEDIES.<\/p>\n
                           (a) If a Default or an Event of Default exists, the
\n         Agent may, in its discretion, and shall, at the direction of the
\n         Majority Lenders, do one or more of the following at any time or times
\n         and in any order, without notice to or demand on the Borrowers: (i)
\n         reduce the Maximum Revolver Amount, or the advance rates against
\n         Eligible Accounts and\/or Eligible Inventory and\/or Eligible Equipment
\n         and\/or Eligible Real Estate used in computing the Borrowing Base, or
\n         reduce one or more of the other elements used in computing the
\n         Borrowing Base; (ii) restrict the amount of or refuse to make Revolving
\n         Loans; and (iii) restrict or refuse to provide Letters of Credit or
\n         Credit Support. If an Event of Default exists, the Agent shall, at the
\n         direction of the Majority Lenders, do one or more of the following, in
\n         addition to the actions described in the preceding sentence, at any
\n         time or times and in any order, without notice to or demand on the
\n         Borrowers: (A) terminate the Commitments and this Agreement; (B)
\n         declare any or all Obligations to be immediately due and payable;
\n         PROVIDED, HOWEVER, that upon the occurrence of any Event of Default
\n         described in SECTIONS 9.1(e), 9.1(f), 9.1(g), or 9.1(h), the
\n         Commitments shall automatically and immediately expire and all
\n         Obligations shall automatically become immediately due and payable
\n         without notice or demand of any kind; (C) require the Borrowers to cash
\n         collateralize all outstanding Letter of Credit Obligations; and (D)
\n         pursue its other rights and remedies under the Loan Documents and
\n         applicable law.<\/p>\n
                           (b) If an Event of Default has occurred and is
\n         continuing: (i) the Agent shall have for the benefit of the Lenders, in
\n         addition to all other rights of the Agent and the Lenders, the rights
\n         and remedies of a secured party under the Loan Documents and the UCC;
\n         (ii) the Agent may, at any time, take possession of the Collateral and
\n         keep it on any Loan Party’s premises, at no cost to the Agent or any
\n         Lender, or remove any part of it to such other place or places as the
\n         Agent may desire, or the Borrowers shall, upon the Agent’s demand, at
\n         the Borrowers’ cost, assemble the Collateral and make it available to
\n         the Agent at a place reasonably convenient to the Agent; and (iii) the
\n         Agent may sell and deliver any Collateral at public or private sales,
\n         for cash, upon credit or otherwise, at such prices and upon such terms
\n         as the Agent deems advisable, in its sole discretion, and may, if the
\n         Agent deems it reasonable, postpone or adjourn any sale of the
\n         Collateral by an announcement at the time and place of sale or of such
\n         postponed or adjourned sale without giving a new notice of sale.
\n         Without in any way requiring notice to be given in the following
\n         manner, each Borrower agrees that any notice by the Agent of sale,
\n         disposition or other intended action hereunder or in connection
\n         herewith, whether required by the UCC or otherwise, shall constitute
\n         reasonable notice to such Borrower if such notice is delivered
\n         personally or by overnight courier against receipt, at least five (5)
\n         Business Days prior to such action to the Borrowers’ address specified
\n         in or pursuant to SECTION 13.8. If any Collateral is sold on terms
\n         other than payment in full at the time of sale, no credit shall be
\n         given against the Obligations until the Agent or the Lenders receive
\n         payment, and if the buyer defaults in payment, the Agent may resell the
\n         Collateral without further notice to the Borrowers. In the event the
\n         Agent seeks to take possession of all or any portion of the Collateral
\n         by judicial process, each Borrower irrevocably waives: (A) the posting
\n         of any bond, surety or security with respect thereto which might
\n         otherwise be required; (B) any demand for possession prior to the
\n         commencement of any <\/p>\n
                                      62<\/p>\n
         suit or action to recover the Collateral; and (C) any requirement that
\n         the Agent retain possession and not dispose of any Collateral until
\n         after trial or final judgment. Each Borrower agrees that the Agent has
\n         no obligation to preserve rights to the Collateral or marshal any
\n         Collateral for the benefit of any Person. The Agent is hereby granted a
\n         license or other right to use, without charge, each Borrower’s and
\n         Fleetwood’s labels, patents, copyrights, name, trade secrets, trade
\n         names, trademarks, and advertising matter, or any similar property, in
\n         completing production of, advertising or selling any Collateral, and
\n         each Borrower’s and Fleetwood’s rights under all licenses and all
\n         franchise agreements shall inure to the Agent’s benefit for such
\n         purpose. The proceeds of sale shall be applied first to all expenses of
\n         sale, including attorneys’ fees, and then to the Obligations. The Agent
\n         will return any excess to the Borrowers and the Borrowers shall remain
\n         liable for any deficiency.<\/p>\n
                           (c) If an Event of Default occurs, each Borrower
\n         hereby waives to the greatest extent permitted by applicable law all
\n         rights to notice and hearing prior to the exercise by the Agent of the
\n         Agent’s rights to repossess the Collateral without judicial process or
\n         to reply, attach or levy upon the Collateral without notice or hearing.<\/p>\n
                           (d) Notwithstanding anything to the contrary
\n         contained in this SECTION 9.2 or any Collateral Document, if a default
\n         under SECTION 9.1(a) has occurred and is continuing with respect to any
\n         Term Loan Obligation, then the Required Term Lenders shall have the
\n         right, which right may be exercised by written notice to the Agent by
\n         the Required Term Lenders, to require the Agent to proceed with the
\n         exercise of remedies provided hereunder and under the other Collateral
\n         Documents with respect to the following Collateral: (i) the Capital
\n         Stock of Fleetwood Folding Trailer, and (ii) all of the assets of
\n         Fleetwood Folding Trailer; provided that from any proceeds realized on
\n         such Collateral, an amount equal the amount advanced against the
\n         Eligible Accounts and Eligible Inventory of Fleetwood Folding Trailer
\n         shall be applied to reduce Revolving Loans.<\/p>\n
                                   ARTICLE 10
\n                              TERM AND TERMINATION<\/p>\n
             10.1 TERM AND TERMINATION. The term of this Agreement shall end on
\nthe Stated Termination Date unless sooner terminated in accordance with the
\nterms hereof. The Agent upon direction from the Majority Lenders may terminate
\nthis Agreement without notice upon the occurrence of an Event of Default. Upon
\nthe effective date of termination of this Agreement for any reason whatsoever,
\nall Obligations (including all unpaid principal, accrued and unpaid interest and
\nany accrued and unpaid fees) shall become immediately due and payable and the
\nBorrowers shall immediately arrange for the cancellation and return of Letters
\nof Credit then outstanding. Notwithstanding the termination of this Agreement,
\nuntil all Obligations are indefeasibly paid and performed in full in cash, the
\nBorrowers shall remain bound by the terms of this Agreement and shall not be
\nrelieved of any of their Obligations hereunder or under any other Loan Document,
\nand the Agent and the Lenders shall retain all their rights and remedies
\nhereunder (including the Agent’s Liens in and all rights and remedies with
\nrespect to all then existing and after-arising Collateral).<\/p>\n
                                      63<\/p>\n
                                   ARTICLE 11
\n          AMENDMENTS; WAIVERS; PARTICIPATIONS; ASSIGNMENTS; SUCCESSORS<\/p>\n
             11.1 AMENDMENTS AND WAIVERS.<\/p>\n
                           (a) No amendment or waiver of any provision of this
\n         Agreement or any other Loan Document, and no consent with respect to
\n         any departure by any Loan Party therefrom, shall be effective unless
\n         the same shall be in writing and signed by the Majority Lenders (or by
\n         the Agent at the written request of the Majority Lenders), Fleetwood
\n         and the Borrowers and then any such waiver or consent shall be
\n         effective only in the specific instance and for the specific purpose
\n         for which given; PROVIDED, HOWEVER,<\/p>\n
                                    (i) no such waiver, amendment, or consent
\n                  shall, unless in writing and signed by all the Lenders,
\n                  Fleetwood and the Borrowers and acknowledged by the Agent, do
\n                  any of the following:<\/p>\n
                                           (A) change the percentage of the
\n                                    Commitments or of the aggregate unpaid
\n                                    principal amount of the Loans which is
\n                                    required for the Lenders or any of them to
\n                                    take any action hereunder;<\/p>\n
                                           (B) amend this Section or any
\n                                    provision of this Agreement providing for
\n                                    consent or other action by all Lenders;<\/p>\n
                                           (C) release any Guaranties of the
\n                                    Obligations;<\/p>\n
                                           (D) change the definitions of
\n                                    “Majority Lenders” or “Required Lenders”; or<\/p>\n
                                           (E) amend SECTION 7.25; or<\/p>\n
                                    (ii) no such waiver, amendment, or consent
\n                  shall, unless in writing and signed by all the Term Lenders
\n                  and the Majority Revolving Lenders, Fleetwood and the
\n                  Borrowers and acknowledged by the Agent, do any of the
\n                  following:<\/p>\n
                                           (A) postpone or delay any date fixed
\n                                    by this Agreement or any other Loan Document
\n                                    for any payment of principal, interest, fees
\n                                    or other amounts due to the Term Lenders (or
\n                                    any of them) hereunder or under any other
\n                                    Loan Document;<\/p>\n
                                           (B) reduce the principal of, or the
\n                                    rate of interest specified herein on any
\n                                    Term Loan, or any fees or other amounts
\n                                    payable to the Term Lenders hereunder or
\n                                    under any other Loan Document;<\/p>\n
                                           (C) release any Term Loan Collateral
\n                                    other than as permitted by SECTION 12.11; or<\/p>\n
                                      64<\/p>\n
                                           (D) change the definitions of
\n                                    “Majority Term Lenders” or “Required Term
\n                                    Lenders”; or<\/p>\n
                                    (iii) no such waiver, amendment, or consent
\n                  shall, unless in writing and signed by all the Revolving
\n                  Credit Lenders and the Majority Term Lenders, Fleetwood and
\n                  the Borrowers and acknowledged by the Agent, do any of the
\n                  following:<\/p>\n
                                           (A) increase or extend the Revolving
\n                                    Credit Commitment of any Revolving Credit
\n                                    Lender;<\/p>\n
                                           (B) postpone or delay any date fixed
\n                                    by this Agreement or any other Loan Document
\n                                    for any payment of principal, interest, fees
\n                                    or other amounts due to the Revolving Credit
\n                                    Lenders (or any of them) hereunder or under
\n                                    any other Loan Document;<\/p>\n
                                           (C) reduce the principal of, or the
\n                                    rate of interest specified herein on any
\n                                    Loan, or any fees or other amounts payable
\n                                    to the Revolving Credit Lenders hereunder or
\n                                    under any other Loan Document;<\/p>\n
                                           (D) increase any of the percentages
\n                                    set forth in the definition of the Borrowing
\n                                    Base;<\/p>\n
                                           (E) release any Collateral other than
\n                                    Term Loan  Collateral, except as permitted
\n                                    by SECTION 12.11;<\/p>\n
                                           (F) change the definitions of
\n                                    “Majority Revolving  Lenders” or “Required
\n                                    Revolving Lenders”; or<\/p>\n
                                           (G) increase the Maximum Revolver
\n                                    Amount, the Maximum Inventory Loan Amount,
\n                                    the Maximum PP&E Loan Amount or the Unused
\n                                    Letter of Credit Subfacility;<\/p>\n
         PROVIDED, HOWEVER, the Agent may, in its sole discretion and
\n         notwithstanding the limitations contained in CLAUSES (iii)(D) and (G)
\n         above and any other terms of this Agreement, make Agent Advances in
\n         accordance with SECTION 1.2(i) or SECTION 13.19 and, PROVIDED FURTHER,
\n         that no amendment, waiver or consent shall, unless in writing and
\n         signed by the Agent, affect the rights or duties of the Agent under
\n         this Agreement or any other Loan Document; and PROVIDED FURTHER, that
\n         SCHEDULE 1.2 hereto (Commitments) may be amended from time to time by
\n         the Agent alone to reflect assignments of Commitments in accordance
\n         herewith.<\/p>\n
                           (b) If, in connection with any proposed amendment,
\n         waiver or consent (a “PROPOSED CHANGE”):<\/p>\n
                                    (i) requiring the consent of all Lenders,
\n                  the consent of Majority Lenders is obtained, but the consent
\n                  of other Lenders is not obtained <\/p>\n
                                      65<\/p>\n
                  (any such Lender whose consent is not obtained as described in
\n                  this clause (i) and in clause (ii) below being referred to as
\n                  a “NON-CONSENTING LENDER”), or<\/p>\n
                                    (ii) requiring the consent of Required
\n                  Lenders, the consent of Majority Lenders is obtained,<\/p>\n
         then, so long as the Agent is not a Non-Consenting Lender, at the
\n         Borrowers’ request, the Agent or an Eligible Assignee shall have the
\n         right (but not the obligation) with the Agent’s approval, to purchase
\n         from the Non-Consenting Lenders, and the Non-Consenting Lenders agree
\n         that they shall sell, all the Non-Consenting Lenders’ Commitments and
\n         Loans for an amount equal to the principal balances thereof and all
\n         accrued interest and fees with respect thereto through the date of sale
\n         pursuant to Assignment and Acceptance Agreement(s), without premium or
\n         discount.<\/p>\n
             11.2 ASSIGNMENTS; PARTICIPATIONS.<\/p>\n
                           (a) Any Lender may, with the written consent of the
\n         Agent and, so long as no Default or Event of Default then exists,
\n         Fleetwood (which consents of the Agent and Fleetwood shall not be
\n         unreasonably withheld), assign and delegate to one or more Eligible
\n         Assignees (PROVIDED that no consent shall be required in connection
\n         with any assignment and delegation by a Lender to an Affiliate of such
\n         Lender) (each an “ASSIGNEE”) all, or any ratable part of all, of the
\n         Loans, the Commitments and the other rights and obligations of such
\n         Lender hereunder, in a minimum amount of (x) $5,000,000 for Term Loans
\n         and (y) $10,000,000 for Revolving Commitments (PROVIDED THAT, unless an
\n         assignor Lender has assigned and delegated all of its Loans and
\n         Commitments, no such assignment and\/or delegation shall be permitted
\n         unless, after giving effect thereto, such assignor Lender retains a
\n         Commitment in a minimum amount of (x) $5,000,000 for Term Loans and (y)
\n         $10,000,000 for Revolving Commitments; PROVIDED, HOWEVER, that the
\n         Borrowers and the Agent may continue to deal solely and directly with
\n         such Lender in connection with the interest so assigned to an Assignee
\n         until (i) written notice of such assignment, together with payment
\n         instructions, addresses and related information with respect to the
\n         Assignee, shall have been given to the Borrowers and the Agent by such
\n         Lender and the Assignee; (ii) such Lender and its Assignee shall have
\n         delivered to the Borrowers and the Agent an Assignment and Acceptance
\n         in the form of EXHIBIT F (“ASSIGNMENT AND ACCEPTANCE”) together with
\n         any note or notes subject to such assignment and (iii) the assignor
\n         Lender or Assignee has paid to the Agent a processing fee in the amount
\n         of $3,500. The Borrowers agree to promptly execute and deliver new
\n         promissory notes and replacement promissory notes as reasonably
\n         requested by the Agent to evidence assignments of the Loans and
\n         Commitments in accordance herewith.<\/p>\n
                           (b) From and after the date that the Agent notifies
\n         the assignor Lender that it has received an executed Assignment and
\n         Acceptance and payment of the above-referenced processing fee, (i) the
\n         Assignee thereunder shall be a party hereto and, to the extent that
\n         rights and obligations, including, but not limited to, the obligation
\n         to participate in Letters of Credit and Credit Support have been
\n         assigned to it pursuant to such Assignment and Acceptance, shall have
\n         the rights and obligations of a Lender under the Loan Documents, and
\n         (ii) the assignor Lender shall, to the extent that rights and<\/p>\n
                                      66<\/p>\n
         obligations hereunder and under the other Loan Documents have been
\n         assigned by it pursuant to such Assignment and Acceptance, relinquish
\n         its rights and be released from its obligations under this Agreement
\n         (and in the case of an Assignment and Acceptance covering all or the
\n         remaining portion of an assigning Lender’s rights and obligations under
\n         this Agreement, such Lender shall cease to be a party hereto).<\/p>\n
                           (c) By executing and delivering an Assignment and
\n         Acceptance, the assigning Lender thereunder and the Assignee thereunder
\n         confirm to and agree with each other and the other parties hereto as
\n         follows: (i) other than as provided in such Assignment and Acceptance,
\n         such assigning Lender makes no representation or warranty and assumes
\n         no responsibility with respect to any statements, warranties or
\n         representations made in or in connection with this Agreement or the
\n         execution, legality, validity, enforceability, genuineness, sufficiency
\n         or value of this Agreement or any other Loan Document furnished
\n         pursuant hereto or the attachment, perfection, or priority of any Lien
\n         granted by any Loan Party to the Agent or any Lender in the Collateral;
\n         (ii) such assigning Lender makes no representation or warranty and
\n         assumes no responsibility with respect to the financial condition of
\n         Fleetwood or any of its Subsidiaries or the performance or observance
\n         by any Loan Party of any of its obligations under this Agreement or any
\n         other Loan Document furnished pursuant hereto; (iii) such Assignee
\n         confirms that it has received a copy of this Agreement, together with
\n         such other documents and information as it has deemed appropriate to
\n         make its own credit analysis and decision to enter into such Assignment
\n         and Acceptance; (iv) such Assignee will, independently and without
\n         reliance upon the Agent, such assigning Lender or any other Lender, and
\n         based on such documents and information as it shall deem appropriate at
\n         the time, continue to make its own credit decisions in taking or not
\n         taking action under this Agreement; (v) such Assignee appoints and
\n         authorizes the Agent to take such action as agent on its behalf and to
\n         exercise such powers under this Agreement as are delegated to the Agent
\n         by the terms hereof, together with such powers, including the
\n         discretionary rights and incidental power, as are reasonably incidental
\n         thereto; and (vi) such Assignee agrees that it will perform in
\n         accordance with their terms all of the obligations which by the terms
\n         of this Agreement are required to be performed by it as a Lender.<\/p>\n
                           (d) Immediately upon satisfaction of the requirements
\n         of SECTION 11.2(a), this Agreement shall be deemed to be amended to the
\n         extent, but only to the extent, necessary to reflect the addition of
\n         the Assignee and the resulting adjustment of the Commitments arising
\n         therefrom. The Commitment allocated to each Assignee shall reduce such
\n         Commitments of the assigning Lender PRO TANTO.<\/p>\n
                           (e) Any Lender may at any time sell to one or more
\n         commercial banks, financial institutions, or other Persons not
\n         Affiliates of any Loan Party (a “PARTICIPANT”) participating interests
\n         in any Loans, the Commitment of that Lender and the other interests of
\n         that Lender (the “ORIGINATING LENDER”) hereunder and under the other
\n         Loan Documents; PROVIDED, HOWEVER, that (i) the originating Lender’s
\n         obligations under this Agreement shall remain unchanged, (ii) the
\n         originating Lender shall remain solely responsible for the performance
\n         of such obligations, (iii) the Borrowers and the Agent shall continue
\n         to deal solely and directly with the originating Lender in connection
\n         with the originating Lender’s rights and obligations under this
\n         Agreement and the other <\/p>\n
                                      67<\/p>\n
         Loan Documents, and (iv) no Lender shall transfer or grant any
\n         participating interest under which the Participant has rights to
\n         approve any amendment to, or any consent or waiver with respect to,
\n         this Agreement or any other Loan Document except the matters set forth
\n         in SECTION 11.1(a) (i), (ii) AND (iii) with respect to the Loans in
\n         which such Participant has an interest, and all amounts payable by the
\n         Borrowers hereunder shall be determined as if such Lender had not sold
\n         such participation; except that, if amounts outstanding under this
\n         Agreement are due and unpaid, or shall have become due and payable upon
\n         the occurrence of an Event of Default, each Participant shall be deemed
\n         to have the right of set-off in respect of its participating interest
\n         in amounts owing under this Agreement to the same extent and subject to
\n         the same limitation as if the amount of its participating interest were
\n         owing directly to it as a Lender under this Agreement.<\/p>\n
                           (f) Notwithstanding any other provision in this
\n         Agreement, any Lender may at any time create a security interest in, or
\n         pledge, all or any portion of its rights under and interest in this
\n         Agreement in favor of any Federal Reserve Bank in accordance with
\n         Regulation A of the FRB or U.S. Treasury Regulation 31 CFR Section
\n         203.14, and such Federal Reserve Bank may enforce such pledge or
\n         security interest in any manner permitted under applicable law.<\/p>\n
                                   ARTICLE 12
\n                                    THE AGENT<\/p>\n
             12.1 APPOINTMENT AND AUTHORIZATION. Each Lender hereby designates
\nand appoints Bank as its Agent under this Agreement and the other Loan Documents
\nand each Lender hereby irrevocably authorizes the Agent to take such action on
\nits behalf under the provisions of this Agreement and each other Loan Document
\nand to exercise such powers and perform such duties as are expressly delegated
\nto it by the terms of this Agreement or any other Loan Document, together with
\nsuch powers as are reasonably incidental thereto. The Agent agrees to act as
\nsuch on the express conditions contained in this ARTICLE 12. The provisions of
\nthis ARTICLE 12 are solely for the benefit of the Agent and the Lenders and no
\nLoan Party shall have no rights as a third party beneficiary of any of the
\nprovisions contained herein. Notwithstanding any provision to the contrary
\ncontained elsewhere in this Agreement or in any other Loan Document, the Agent
\nshall not have any duties or responsibilities, except those expressly set forth
\nherein, nor shall the Agent have or be deemed to have any fiduciary relationship
\nwith any Lender, and no implied covenants, functions, responsibilities, duties,
\nobligations or liabilities shall be read into this Agreement or any other Loan
\nDocument or otherwise exist against the Agent. Without limiting the generality
\nof the foregoing sentence, the use of the term “agent” in this Agreement with
\nreference to the Agent is not intended to connote any fiduciary or other implied
\n(or express) obligations arising under agency doctrine of any applicable law.
\nInstead, such term is used merely as a matter of market custom, and is intended
\nto create or reflect only an administrative relationship between independent
\ncontracting parties. Except as expressly otherwise provided in this Agreement,
\nthe Agent shall have and may use its sole discretion with respect to exercising
\nor refraining from exercising any discretionary rights or taking or refraining
\nfrom taking any actions which the Agent is expressly entitled to take or assert
\nunder this Agreement and the other Loan Documents, including (a) the
\ndetermination of the applicability of ineligibility criteria with respect to the
\ncalculation of the Borrowing Base, (b) the making of Agent Advances pursuant to
\nSECTION 1.2(i), and (c) the exercise of remedies <\/p>\n
                                      68<\/p>\n
pursuant to SECTION 9.2, and any action so taken or not taken shall be deemed
\nconsented to by the Lenders.<\/p>\n
             12.2 DELEGATION OF DUTIES. The Agent may execute any of its duties
\nunder this Agreement or any other Loan Document by or through agents, employees
\nor attorneys-in-fact and shall be entitled to advice of counsel concerning all
\nmatters pertaining to such duties. The Agent shall not be responsible for the
\nnegligence or misconduct of any agent or attorney-in-fact that it selects as
\nlong as such selection was made without gross negligence or willful misconduct.<\/p>\n
             12.3 LIABILITY OF THE AGENT. None of the Agent-Related Persons
\nshall (i) be liable for any action taken or omitted to be taken by any of them
\nunder or in connection with this Agreement or any other Loan Document or the
\ntransactions contemplated hereby (except for its own gross negligence or willful
\nmisconduct), or (ii) be responsible in any manner to any of the Lenders for any
\nrecital, statement, representation or warranty made by the Borrower or any
\nSubsidiary or Affiliate of Fleetwood, or any officer thereof, contained in this
\nAgreement or in any other Loan Document, or in any certificate, report,
\nstatement or other document referred to or provided for in, or received by the
\nAgent under or in connection with, this Agreement or any other Loan Document, or
\nthe validity, effectiveness, genuineness, enforceability or sufficiency of this
\nAgreement or any other Loan Document, or for any failure of any Loan Party or
\nany other party to any Loan Document to perform its obligations hereunder or
\nthereunder. No Agent-Related Person shall be under any obligation to any Lender
\nto ascertain or to inquire as to the observance or performance of any of the
\nagreements contained in, or conditions of, this Agreement or any other Loan
\nDocument, or to inspect the properties, books or records of Fleetwood or any of
\nits Subsidiaries or Affiliates.<\/p>\n
             12.4 RELIANCE BY THE AGENT. The Agent shall be entitled to rely,
\nand shall be fully protected in relying, upon any writing, resolution, notice,
\nconsent, certificate, affidavit, letter, telegram, facsimile, telex or telephone
\nmessage, statement or other document or conversation believed by it to be
\ngenuine and correct and to have been signed, sent or made by the proper Person
\nor Persons, and upon advice and statements of legal counsel (including counsel
\nto the Borrowers), independent accountants and other experts selected by the
\nAgent. The Agent shall be fully justified in failing or refusing to take any
\naction under this Agreement or any other Loan Document unless it shall first
\nreceive such advice or concurrence of the Majority Lenders as it deems
\nappropriate and, if it so requests, it shall first be indemnified to its
\nsatisfaction by the Lenders against any and all liability and expense which may
\nbe incurred by it by reason of taking or continuing to take any such action. The
\nAgent shall in all cases be fully protected in acting, or in refraining from
\nacting, under this Agreement or any other Loan Document in accordance with a
\nrequest or consent of the Majority Lenders (or all Lenders if so required by
\nSECTION 11.1) and such request and any action taken or failure to act pursuant
\nthereto shall be binding upon all of the Lenders.<\/p>\n
             12.5 NOTICE OF DEFAULT. The Agent shall not be deemed to have
\nknowledge or notice of the occurrence of any Default or Event of Default, unless
\nthe Agent shall have received written notice from a Lender or the Borrowers
\nreferring to this Agreement, describing such Default or Event of Default and
\nstating that such notice is a “notice of default.” The Agent will notify the
\nLenders of its receipt of any such notice. The Agent shall take such action with
\nrespect to such Default or Event of Default as may be requested by the Majority
\nLenders in <\/p>\n
                                      69<\/p>\n
accordance with SECTION 9; PROVIDED, HOWEVER, that unless and until the Agent
\nhas received any such request, the Agent may (but shall not be obligated to)
\ntake such action, or refrain from taking such action, with respect to such
\nDefault or Event of Default as it shall deem advisable.<\/p>\n
             12.6 CREDIT DECISION. Each Lender acknowledges that none of the
\nAgent-Related Persons has made any representation or warranty to it, and that no
\nact by the Agent hereinafter taken, including any review of the affairs of
\nFleetwood, its Subsidiaries and its Affiliates, shall be deemed to constitute
\nany representation or warranty by any Agent-Related Person to any Lender. Each
\nLender represents to the Agent that it has, independently and without reliance
\nupon any Agent-Related Person and based on such documents and information as it
\nhas deemed appropriate, made its own appraisal of and investigation into the
\nbusiness, prospects, operations, property, financial and other condition and
\ncreditworthiness of Fleetwood, its Subsidiaries and its Affiliates, and all
\napplicable bank regulatory laws relating to the transactions contemplated
\nhereby, and made its own decision to enter into this Agreement and to extend
\ncredit to the Borrowers. Each Lender also represents that it will, independently
\nand without reliance upon any Agent-Related Person and based on such documents
\nand information as it shall deem appropriate at the time, continue to make its
\nown credit analysis, appraisals and decisions in taking or not taking action
\nunder this Agreement and the other Loan Documents, and to make such
\ninvestigations as it deems necessary to inform itself as to the business,
\nprospects, operations, property, financial and other condition and
\ncreditworthiness of the Borrower. Except for notices, reports and other
\ndocuments expressly herein required to be furnished to the Lenders by the Agent,
\nthe Agent shall not have any duty or responsibility to provide any Lender with
\nany credit or other information concerning the business, prospects, operations,
\nproperty, financial and other condition or creditworthiness of Fleetwood or any
\nof its Subsidiaries which may come into the possession of any of the
\nAgent-Related Persons.<\/p>\n
             12.7 INDEMNIFICATION. Whether or not the transactions contemplated
\nhereby are consummated, the Lenders shall indemnify upon demand the
\nAgent-Related Persons (to the extent not reimbursed by or on behalf of the
\nBorrowers and without limiting the obligation of the Borrowers to do so), in
\naccordance with their Pro Rata Shares, from and against any and all Indemnified
\nLiabilities as such term is defined in SECTION 13.11; PROVIDED, HOWEVER, that no
\nLender shall be liable for the payment to the Agent-Related Persons of any
\nportion of such Indemnified Liabilities resulting solely from such Person’s
\ngross negligence or willful misconduct. Without limitation of the foregoing,
\neach Lender shall reimburse the Agent upon demand for its Pro Rata Share of any
\ncosts or out-of-pocket expenses (including Attorney Costs) incurred by the Agent
\nin connection with the preparation, execution, delivery, administration,
\nmodification, amendment or enforcement (whether through negotiations, legal
\nproceedings or otherwise) of, or legal advice in respect of rights or
\nresponsibilities under, this Agreement, any other Loan Document, or any document
\ncontemplated by or referred to herein, to the extent that the Agent is not
\nreimbursed for such expenses by or on behalf of the Borrowers. The undertaking
\nin this Section shall survive the payment of all Obligations hereunder and the
\nresignation or replacement of the Agent.<\/p>\n
             12.8 THE AGENT IN INDIVIDUAL CAPACITY. The Bank and its Affiliates
\nmay make loans to, issue letters of credit for the account of, accept deposits
\nfrom, acquire equity interests in and generally engage in any kind of banking,
\ntrust, financial advisory, underwriting or other business with Fleetwood and its
\nSubsidiaries and Affiliates as though the Bank were not the <\/p>\n
                                      70<\/p>\n
Agent hereunder and without notice to or consent of the Lenders. The Bank or its
\nAffiliates may receive information regarding Fleetwood, its Subsidiaries, its
\nAffiliates and Account Debtors (including information that may be subject to
\nconfidentiality obligations in favor of a Loan Party or such Subsidiary) and
\nacknowledge that the Agent and the Bank shall be under no obligation to provide
\nsuch information to them. With respect to its Loans, the Bank shall have the
\nsame rights and powers under this Agreement as any other Lender and may exercise
\nthe same as though it were not the Agent, and the terms “Lender” and “Lenders”
\ninclude the Bank in its individual capacity.<\/p>\n
             12.9 SUCCESSOR AGENT. The Agent may resign as Agent upon at least
\n30 days’ prior notice to the Lenders and the Borrowers, such resignation to be
\neffective upon the acceptance of a successor agent to its appointment as Agent.
\nIn the event the Bank sells all of its Commitment and Revolving Loans as part of
\na sale, transfer or other disposition by the Bank of substantially all of its
\nloan portfolio, the Bank shall resign as Agent and such purchaser or transferee
\nshall become the successor Agent hereunder. Subject to the foregoing, if the
\nAgent resigns under this Agreement, the Majority Lenders shall appoint from
\namong the Lenders a successor agent for the Lenders. If no successor agent is
\nappointed prior to the effective date of the resignation of the Agent, the Agent
\nmay appoint, after consulting with the Lenders and the Borrowers, a successor
\nagent from among the Lenders. Upon the acceptance of its appointment as
\nsuccessor agent hereunder, such successor agent shall succeed to all the rights,
\npowers and duties of the retiring Agent and the term “AGENT” shall mean such
\nsuccessor agent and the retiring Agent’s appointment, powers and duties as the
\nAgent shall be terminated. After any retiring Agent’s resignation hereunder as
\nthe Agent, the provisions of this ARTICLE 12 shall continue to inure to its
\nbenefit as to any actions taken or omitted to be taken by it while it was the
\nAgent under this Agreement.<\/p>\n
             12.10 WITHHOLDING TAX.<\/p>\n
                           (a) If any Lender is a “foreign corporation,
\n         partnership or trust” within the meaning of the Code and such Lender
\n         claims exemption from, or a reduction of, U.S. withholding tax under
\n         Sections 1441 or 1442 of the Code, such Lender agrees with and in favor
\n         of the Agent, to deliver to the Agent:<\/p>\n
                                    (i) if such Lender claims an exemption from,
\n                  or a reduction of, withholding tax under a United States of
\n                  America tax treaty, properly completed IRS Forms W-8BEN and
\n                  W-8ECI before the payment of any interest in the first
\n                  calendar year and before the payment of any interest in each
\n                  third succeeding calendar year during which interest may be
\n                  paid under this Agreement;<\/p>\n
                                    (ii) if such Lender claims that interest
\n                  paid under this Agreement is exempt from United States of
\n                  America withholding tax because it is effectively connected
\n                  with a United States of America trade or business of such
\n                  Lender, two properly completed and executed copies of IRS Form
\n                  W-8ECI before the payment of any interest is due in the first
\n                  taxable year of such Lender and in each succeeding taxable
\n                  year of such Lender during which interest may be paid under
\n                  this Agreement, and IRS Form W-9; and<\/p>\n
                                      71<\/p>\n
                                    (iii) such other form or forms as may be
\n                  required under the Code or other laws of the United States of
\n                  America as a condition to exemption from, or reduction of,
\n                  United States of America withholding tax.<\/p>\n
         Such Lender agrees to promptly notify the Agent of any change in
\n         circumstances which would modify or render invalid any claimed
\n         exemption or reduction.<\/p>\n
                           (b) If any Lender claims exemption from, or reduction
\n         of, withholding tax under a United States of America tax treaty by
\n         providing IRS Form FW-8BEN and such Lender sells, assigns, grants a
\n         participation in, or otherwise transfers all or part of the Obligations
\n         owing to such Lender, such Lender agrees to notify the Agent of the
\n         percentage amount in which it is no longer the beneficial owner of
\n         Obligations of the Borrowers to such Lender. To the extent of such
\n         percentage amount, the Agent will treat such Lender’s IRS Form W-8BEN
\n         as no longer valid.<\/p>\n
                           (c) If any Lender claiming exemption from United
\n         States of America withholding tax by filing IRS Form W-8ECI with the
\n         Agent sells, assigns, grants a participation in, or otherwise transfers
\n         all or part of the Obligations owing to such Lender, such Lender agrees
\n         to undertake sole responsibility for complying with the withholding tax
\n         requirements imposed by Sections 1441 and 1442 of the Code.<\/p>\n
                           (d) If any Lender is entitled to a reduction in the
\n         applicable withholding tax, the Agent may withhold from any interest
\n         payment to such Lender an amount equivalent to the applicable
\n         withholding tax after taking into account such reduction. If the forms
\n         or other documentation required by SUBSECTION (a) of this Section are
\n         not delivered to the Agent, then the Agent may withhold from any
\n         interest payment to such Lender not providing such forms or other
\n         documentation an amount equivalent to the applicable withholding tax.<\/p>\n
                           (e) If the IRS or any other Governmental Authority of
\n         the United States of America or other jurisdiction asserts a claim that
\n         the Agent did not properly withhold tax from amounts paid to or for the
\n         account of any Lender (because the appropriate form was not delivered,
\n         was not properly executed, or because such Lender failed to notify the
\n         Agent of a change in circumstances which rendered the exemption from,
\n         or reduction of, withholding tax ineffective, or for any other reason)
\n         such Lender shall indemnify the Agent fully for all amounts paid,
\n         directly or indirectly, by the Agent as tax or otherwise, including
\n         penalties and interest, and including any taxes imposed by any
\n         jurisdiction on the amounts payable to the Agent under this Section,
\n         together with all costs and expenses (including Attorney Costs). The
\n         obligation of the Lenders under this subsection shall survive the
\n         payment of all Obligations and the resignation or replacement of the
\n         Agent.<\/p>\n
             12.11 COLLATERAL MATTERS.<\/p>\n
                           (a) The Lenders hereby irrevocably authorize the
\n         Agent, at its option and in its sole discretion, to release any Agent’s
\n         Liens upon any Collateral (i) upon the termination of the Commitments
\n         and payment and satisfaction in full by the Borrowers of <\/p>\n
                                      72<\/p>\n
         all Loans and reimbursement obligations in respect of Letters of Credit
\n         and Credit Support, and the termination of all outstanding Letters of
\n         Credit (whether or not any of such obligations are due) and all other
\n         Obligations; (ii) constituting property being sold or disposed of if
\n         the Borrowers certify to the Agent that the sale or disposition is made
\n         in compliance with SECTION 7.9, or SECTION 7.19 (and the Agent may rely
\n         conclusively on any such certificate, without further inquiry) and the
\n         proceeds are applied to the Obligations to the extent required by this
\n         Agreement; (iii) constituting property in which a Loan Party owned no
\n         interest at the time the Lien was granted or at any time thereafter;
\n         (iv) constituting property leased to a Loan Party under a lease which
\n         has expired or been terminated in a transaction permitted under this
\n         Agreement; (v) constituting property subject to a Capital Lease or
\n         purchase money Debt permitted by this Agreement if required by the
\n         lender or lessor or (vi) constituting property owned by an FRC Borrower
\n         that is released in compliance with the provisions of SECTION 3.11. In
\n         addition any Guaranty may be released if the Guarantor is sold in a
\n         transaction permitted under this Agreement and Liens on the Term Loan
\n         Collateral securing the Term Loan Obligations may be released with the
\n         consent of only the Term Lenders. Except as provided above, the Agent
\n         will not release any of the Agent’s Liens without the prior written
\n         authorization of the Lenders; PROVIDED that the Agent may, in its
\n         discretion, release the Agent’s Liens on Collateral (other than Term
\n         Loan Collateral) valued in the aggregate not in excess of $1,000,000
\n         during each Fiscal Year without the prior written authorization of the
\n         Lenders and the Agent may release the Agent’s Liens on Collateral
\n         (other than Term Loan Collateral) valued in the aggregate not in excess
\n         of $2,000,000 during each Fiscal Year with the prior written
\n         authorization of Majority Lenders. Upon request by the Agent or the
\n         Borrowers at any time, the Lenders will confirm in writing the Agent’s
\n         authority to release any Agent’s Liens upon particular types or items
\n         of Collateral or any Guaranty pursuant to this SECTION 12.11.<\/p>\n
                           (b) Upon receipt by the Agent of any authorization
\n         required pursuant to SECTION 12.11(a) from the Lenders of the Agent’s
\n         authority to release Agent’s Liens upon particular types or items of
\n         Collateral or any Guaranty, and upon at least 3 Business Days prior
\n         written request by the Borrowers, the Agent shall (and is hereby
\n         irrevocably authorized by the Lenders to) execute such documents as may
\n         be necessary to evidence the release of the Agent’s Liens upon such
\n         Collateral or any Guaranty; PROVIDED, HOWEVER, that (i) the Agent shall
\n         not be required to execute any such document on terms which, in the
\n         Agent’s opinion, would expose the Agent to liability or create any
\n         obligation or entail any consequence other than the release of such
\n         Liens without recourse or warranty, and (ii) such release shall not in
\n         any manner discharge, affect or impair the Obligations or any Liens
\n         (other than those expressly being released) upon (or obligations of the
\n         Loan Parties in respect of) all interests retained by the Loan Parties,
\n         including the proceeds of any sale, all of which shall continue to
\n         constitute part of the Collateral.<\/p>\n
                           (c) The Agent shall have no obligation whatsoever to
\n         any of the Lenders to assure that the Collateral exists or is owned by
\n         any Loan Party or is cared for, protected or insured or has been
\n         encumbered, or that the Agent’s Liens have been properly or
\n         sufficiently or lawfully created, perfected, protected or enforced or
\n         are entitled to any particular priority, or to exercise at all or in
\n         any particular manner or under <\/p>\n
                                      73<\/p>\n
         any duty of care, disclosure or fidelity, or to continue exercising,
\n         any of the rights, authorities and powers granted or available to the
\n         Agent pursuant to any of the Loan Documents, it being understood and
\n         agreed that in respect of the Collateral, or any act, omission or event
\n         related thereto, the Agent may act in any manner it may deem
\n         appropriate, in its sole discretion given the Agent’s own interest in
\n         the Collateral in its capacity as one of the Lenders and that the Agent
\n         shall have no other duty or liability whatsoever to any Lender as to
\n         any of the foregoing.<\/p>\n
             12.12 RESTRICTIONS ON ACTIONS BY LENDERS; SHARING OF PAYMENTS.<\/p>\n
                           (a) Each of the Lenders agrees that it shall not,
\n         without the express consent of all Lenders, and that it shall, to the
\n         extent it is lawfully entitled to do so, upon the request of all
\n         Lenders, set off against the Obligations, any amounts owing by such
\n         Lender to any Loan Party or any accounts of any Loan Party now or
\n         hereafter maintained with such Lender. Each of the Lenders further
\n         agrees that it shall not, unless specifically requested to do so by the
\n         Agent, take or cause to be taken any action to enforce its rights under
\n         this Agreement or against any Loan Party, including the commencement of
\n         any legal or equitable proceedings, to foreclose any Lien on, or
\n         otherwise enforce any security interest in, any of the Collateral.<\/p>\n
                           (b) If at any time or times any Lender shall receive
\n         (i) by payment, foreclosure, setoff or otherwise, any proceeds of
\n         Collateral or any payments with respect to the Obligations to such
\n         Lender arising under, or relating to, this Agreement or the other Loan
\n         Documents, except for any such proceeds or payments received by such
\n         Lender from the Agent pursuant to the terms of this Agreement, or (ii)
\n         payments from the Agent in excess of such Lender’s Pro Rata Share of
\n         all such distributions by the Agent, such Lender shall promptly (1)
\n         turn the same over to the Agent, in kind, and with such endorsements as
\n         may be required to negotiate the same to the Agent, or in same day
\n         funds, as applicable, for the account of all of the Lenders and for
\n         application to the Obligations in accordance with the applicable
\n         provisions of this Agreement, or (2) purchase, without recourse or
\n         warranty, an undivided interest and participation in the Obligations
\n         owed to the other Lenders so that such excess payment received shall be
\n         applied ratably as among the Lenders in accordance with their Pro Rata
\n         Shares; PROVIDED, HOWEVER, that if all or part of such excess payment
\n         received by the purchasing party is thereafter recovered from it, those
\n         purchases of participations shall be rescinded in whole or in part, as
\n         applicable, and the applicable portion of the purchase price paid
\n         therefor shall be returned to such purchasing party, but without
\n         interest except to the extent that such purchasing party is required to
\n         pay interest in connection with the recovery of the excess payment.<\/p>\n
             12.13 AGENCY FOR PERFECTION. Each Lender hereby appoints each other
\nLender as agent for the purpose of perfecting the Lenders’ security interest in
\nassets which, in accordance with Article 9 of the UCC can be perfected by
\npossession. Should any Lender (other than the Agent) obtain possession of any
\nsuch Collateral, such Lender shall notify the Agent thereof, and, promptly upon
\nthe Agent’s request therefor shall deliver such Collateral to the Agent or in
\naccordance with the Agent’s instructions.<\/p>\n
                                      74<\/p>\n
             12.14 PAYMENTS BY THE AGENT TO LENDERS. All payments to be made by
\nthe Agent to the Lenders shall be made by bank wire transfer or internal
\ntransfer of immediately available funds to each Lender pursuant to wire transfer
\ninstructions delivered in writing to the Agent on or prior to the Initial
\nFunding Date (or if such Lender is an Assignee, on the applicable Assignment and
\nAcceptance), or pursuant to such other wire transfer instructions as each party
\nmay designate for itself by written notice to the Agent. Concurrently with each
\nsuch payment, the Agent shall identify whether such payment (or any portion
\nthereof) represents principal, premium or interest on the Revolving Loans, Term
\nLoans or otherwise. Unless the Agent receives notice from the Borrowers prior to
\nthe date on which any payment is due to the Lenders that the Borrowers will not
\nmake such payment in full as and when required, the Agent may assume that the
\nBorrowers have made such payment in full to the Agent on such date in
\nimmediately available funds and the Agent may (but shall not be so required), in
\nreliance upon such assumption, distribute to each Lender on such due date an
\namount equal to the amount then due such Lender. If and to the extent the
\nBorrowers have not made such payment in full to the Agent, each Lender shall
\nrepay to the Agent on demand such amount distributed to such Lender, together
\nwith interest thereon at the Federal Funds Rate for each day from the date such
\namount is distributed to such Lender until the date repaid.<\/p>\n
             12.15 SETTLEMENT.<\/p>\n
             (a)    (i) Each Lender’s funded portion of the Revolving Loans is
\n             intended by the Lenders to be equal at all times to such Lender’s
\n             Pro Rata Share of the outstanding Revolving Loans. Notwithstanding
\n             such agreement, the Agent, the Bank, and the other Lenders agree
\n             (which agreement shall not be for the benefit of or enforceable by
\n             the Borrowers) that in order to facilitate the administration of
\n             this Agreement and the other Loan Documents, settlement among them
\n             as to the Revolving Loans, the Non-Ratable Loans and Agent Advances
\n             shall take place on a periodic basis in accordance with the
\n             following provisions:<\/p>\n
                    (ii) The Agent shall request settlement (“SETTLEMENT”) with
\n             the Lenders on at least a weekly basis, or on a more frequent basis
\n             at the Agent’s election, (A) on behalf of the Bank, with respect to
\n             each outstanding Non-Ratable Loan, (B) for itself, with respect to
\n             each Agent Advance, and (C) with respect to collections received,
\n             in each case, by notifying the Lenders of such requested Settlement
\n             by telecopy, telephone or other similar form of transmission, of
\n             such requested Settlement, no later than 11:00 a.m. (Los Angeles
\n             time) on the date of such requested Settlement (the “SETTLEMENT
\n             DATE”). Each Lender (other than the Bank, in the case of
\n             Non-Ratable Loans and the Agent in the case of Agent Advances)
\n             shall transfer the amount of such Lender’s Pro Rata Share of the
\n             outstanding principal amount of the Non-Ratable Loans and Agent
\n             Advances with respect to each Settlement to the Agent, to Agent’s
\n             account, not later than 1:00 p.m. (Los Angeles time), on the
\n             Settlement Date applicable thereto. Settlements may occur during
\n             the continuation of a Default or an Event of Default and whether or
\n             not the applicable conditions precedent set forth in ARTICLE 8 have
\n             then been satisfied. Such amounts made available to the Agent shall
\n             be applied against the amounts of the applicable Non-Ratable Loan
\n             or Agent Advance and, together<\/p>\n
                                      75<\/p>\n
             with the portion of such Non-Ratable Loan or Agent Advance
\n             representing the Bank’s Pro Rata Share thereof, shall constitute
\n             Revolving Loans of such Lenders. If any such amount is not
\n             transferred to the Agent by any Lender on the Settlement Date
\n             applicable thereto, the Agent shall be entitled to recover such
\n             amount on demand from such Lender together with interest thereon at
\n             the Federal Funds Rate for the first three (3) days from and after
\n             the Settlement Date and thereafter at the Interest Rate then
\n             applicable to the Revolving Loans (A) on behalf of the Bank, with
\n             respect to each outstanding Non-Ratable Loan, and (B) for itself,
\n             with respect to each Agent Advance.<\/p>\n
                    (iii) Notwithstanding the foregoing, not more than one (1)
\n             Business Day after demand is made by the Agent (whether before or
\n             after the occurrence of a Default or an Event of Default and
\n             regardless of whether the Agent has requested a Settlement with
\n             respect to a Non-Ratable Loan or Agent Advance), each other Lender
\n             (A) shall irrevocably and unconditionally purchase and receive from
\n             the Bank or the Agent, as applicable, without recourse or warranty,
\n             an undivided interest and participation in such Non-Ratable Loan or
\n             Agent Advance equal to such Lender’s Pro Rata Share of such
\n             Non-Ratable Loan or Agent Advance and (B) if Settlement has not
\n             previously occurred with respect to such Non-Ratable Loans or Agent
\n             Advances, upon demand by Bank or the Agent, as applicable, shall
\n             pay to Bank or the Agent, as applicable, as the purchase price of
\n             such participation an amount equal to one-hundred percent (100%) of
\n             such Lender’s Pro Rata Share of such Non-Ratable Loans or Agent
\n             Advances. If such amount is not in fact made available to the Agent
\n             by any Lender, the Agent shall be entitled to recover such amount
\n             on demand from such Lender together with interest thereon at the
\n             Federal Funds Rate for the first three (3) days from and after such
\n             demand and thereafter at the Interest Rate then applicable to Base
\n             Rate Revolving Loans.<\/p>\n
                    (iv) From and after the date, if any, on which any Lender
\n             purchases an undivided interest and participation in any
\n             Non-Ratable Loan or Agent Advance pursuant to CLAUSE (iii) above,
\n             the Agent shall promptly distribute to such Lender, such Lender’s
\n             Pro Rata Share of all payments of principal and interest and all
\n             proceeds of Collateral received by the Agent in respect of such
\n             Non-Ratable Loan or Agent Advance.<\/p>\n
                    (v) Between Settlement Dates, the Agent, to the extent no
\n             Agent Advances are outstanding, may pay over to the Bank any
\n             payments received by the Agent, which in accordance with the terms
\n             of this Agreement would be applied to the reduction of the
\n             Revolving Loans, for application to the Bank’s Revolving Loans
\n             including Non-Ratable Loans. If, as of any Settlement Date,
\n             collections received since the then immediately preceding
\n             Settlement Date have been applied to the Bank’s Revolving Loans
\n             (other than to Non-Ratable Loans or Agent Advances in which such
\n             Lender has not yet funded its purchase of a participation pursuant
\n             to clause (iii) above), as provided for in the previous sentence,
\n             the Bank shall pay to the Agent for the accounts of the Lenders, to
\n             be applied to the outstanding Revolving Loans of such Lenders, an
\n             amount such that<\/p>\n
                                      76<\/p>\n
             each Lender shall, upon receipt of such amount, have, as of such
\n             Settlement Date, its Pro Rata Share of the Revolving Loans. During
\n             the period between Settlement Dates, the Bank with respect to
\n             Non-Ratable Loans, the Agent with respect to Agent Advances, and
\n             each Lender with respect to the Revolving Loans other than
\n             Non-Ratable Loans and Agent Advances, shall be entitled to interest
\n             at the applicable rate or rates payable under this Agreement on the
\n             actual average daily amount of funds employed by the Bank, the
\n             Agent and the other Lenders.<\/p>\n
                    (vi) Unless the Agent has received written notice from a
\n             Borrower or a Lender to the contrary, the Agent may assume that the
\n             applicable conditions precedent set forth in ARTICLE 8 have been
\n             satisfied and the requested Borrowing will not exceed Availability
\n             on any Funding Date for a Revolving Loan or Non-Ratable Loan.<\/p>\n
                           (b) LENDERS’ FAILURE TO PERFORM. All Revolving Loans
\n         (other than Non-Ratable Loans and Agent Advances) shall be made by the
\n         Lenders simultaneously and in accordance with their Pro Rata Shares. It
\n         is understood that (i) no Lender shall be responsible for any failure
\n         by any other Lender to perform its obligation to make any Revolving
\n         Loans hereunder, nor shall any Commitment of any Lender be increased or
\n         decreased as a result of any failure by any other Lender to perform its
\n         obligation to make any Revolving Loans hereunder, (ii) no failure by
\n         any Lender to perform its obligation to make any Revolving Loans
\n         hereunder shall excuse any other Lender from its obligation to make any
\n         Revolving Loans hereunder, and (iii) the obligations of each Lender
\n         hereunder shall be several, not joint and several.<\/p>\n
                           (c) DEFAULTING LENDERS. Unless the Agent receives
\n         notice from a Lender on or prior to the Initial Funding Date or, with
\n         respect to any Borrowing after the Initial Funding Date, at least one
\n         Business Day prior to the date of such Borrowing, that such Lender will
\n         not make available as and when required hereunder to the Agent that
\n         Lender’s Pro Rata Share of a Borrowing, the Agent may assume that each
\n         Lender has made such amount available to the Agent in immediately
\n         available funds on the Funding Date. Furthermore, the Agent may, in
\n         reliance upon such assumption, make available to the Borrower on such
\n         date a corresponding amount. If any Lender has not transferred its full
\n         Pro Rata Share to the Agent in immediately available funds and the
\n         Agent has transferred corresponding amount to the applicable Borrower
\n         on the Business Day following such Funding Date that Lender shall make
\n         such amount available to the Agent, together with interest at the
\n         Federal Funds Rate for that day. A notice by the Agent submitted to any
\n         Lender with respect to amounts owing shall be conclusive, absent
\n         manifest error. If each Lender’s full Pro Rata Share is transferred to
\n         the Agent as required, the amount transferred to the Agent shall
\n         constitute that Lender’s Revolving Loan for all purposes of this
\n         Agreement. If that amount is not transferred to the Agent on the
\n         Business Day following the Funding Date, the Agent will notify the
\n         Borrowers of such failure to fund and, upon demand by the Agent, the
\n         Borrowers shall pay such amount to the Agent for the Agent’s account,
\n         together with interest thereon for each day elapsed since the date of
\n         such Borrowing, at a rate per annum equal to the Interest Rate
\n         applicable at the time to the Revolving Loans comprising that
\n         particular Borrowing. The failure of any Lender to make any Revolving
\n         Loan on any Funding Date (any such <\/p>\n
                                      77<\/p>\n
         Lender, prior to the cure of such failure, being hereinafter referred
\n         to as a “DEFAULTING LENDER”) shall not relieve any other Lender of its
\n         obligation hereunder to make a Revolving Loan on that Funding Date. No
\n         Lender shall be responsible for any other Lender’s failure to advance
\n         such other Lenders’ Pro Rata Share of any Borrowing.<\/p>\n
                           (d) RETENTION OF DEFAULTING LENDER’S PAYMENTS. The
\n         Agent shall not be obligated to transfer to a Defaulting Lender any
\n         payments made by any Borrower to the Agent for the Defaulting Lender’s
\n         benefit; nor shall a Defaulting Lender be entitled to the sharing of
\n         any payments hereunder. Amounts payable to a Defaulting Lender shall
\n         instead be paid to or retained by the Agent. In its discretion, the
\n         Agent may loan any Borrower the amount of all such payments received or
\n         retained by it for the account of such Defaulting Lender. Any amounts
\n         so loaned to any Borrower shall bear interest at the rate applicable to
\n         Base Rate Revolving Loans and for all other purposes of this Agreement
\n         shall be treated as if they were Revolving Loans, PROVIDED, HOWEVER,
\n         that for purposes of voting or consenting to matters with respect to
\n         the Loan Documents and determining Pro Rata Shares, such Defaulting
\n         Lender shall be deemed not to be a “Lender”. Until a Defaulting Lender
\n         cures its failure to fund its Pro Rata Share of any Borrowing (A) such
\n         Defaulting Lender shall not be entitled to any portion of the Unused
\n         Line Fee and (B) the Unused Line Fee shall accrue in favor of the
\n         Lenders which have funded their respective Pro Rata Shares of such
\n         requested Borrowing and shall be allocated among such performing
\n         Lenders ratably based upon their relative Commitments. This Section
\n         shall remain effective with respect to such Lender until such time as
\n         the Defaulting Lender shall no longer be in default of any of its
\n         obligations under this Agreement. The terms of this Section shall not
\n         be construed to increase or otherwise affect the Commitment of any
\n         Lender, or relieve or excuse the performance by the Borrowers of their
\n         duties and obligations hereunder.<\/p>\n
                           (e) REMOVAL OF DEFAULTING LENDER. At the Borrowers’
\n         request, the Agent or an Eligible Assignee reasonably acceptable to the
\n         Agent and the Borrowers shall have the right (but not the obligation)
\n         to purchase from any Defaulting Lender, and each Defaulting Lender
\n         shall, upon such request, sell and assign to the Agent or such Eligible
\n         Assignee, all of the Defaulting Lender’s outstanding Commitments
\n         hereunder. Such sale shall be consummated promptly after the Agent has
\n         arranged for a purchase by the Agent or an Eligible Assignee pursuant
\n         to an Assignment and Acceptance, and at a price equal to the
\n         outstanding principal balance of the Defaulting Lender’s Loans, plus
\n         accrued interest and fees, without premium or discount. Any such
\n         purchase from a Defaulting Lender shall not effect a release of such
\n         Defaulting Lender from any claim suit or liability hereunder or under
\n         any Loan Document.<\/p>\n
             12.16 LETTERS OF CREDIT; INTRA-LENDER ISSUES.<\/p>\n
                           (a) NOTICE OF LETTER OF CREDIT BALANCE. On each
\n         Settlement Date the Agent shall notify each Lender of the issuance of
\n         all Letters of Credit since the prior Settlement Date.<\/p>\n
                                      78<\/p>\n
                           (b) PARTICIPATIONS IN LETTERS OF CREDIT.<\/p>\n
                                    (i) PURCHASE OF PARTICIPATIONS. Immediately
\n                  upon issuance of any Letter of Credit in accordance with
\n                  SECTION 1.4(d), each Revolving Credit Lender shall be deemed
\n                  to have irrevocably and unconditionally purchased and received
\n                  without recourse or warranty, an undivided interest and
\n                  participation equal to such Lender’s Pro Rata Share of the
\n                  face amount of such Letter of Credit or the Credit Support
\n                  provided through the Agent to the Letter of Credit Issuer, if
\n                  not the Bank, in connection with the issuance of such Letter
\n                  of Credit (including all obligations of the Borrowers with
\n                  respect thereto, and any security therefor or guaranty
\n                  pertaining thereto).<\/p>\n
                                    (ii) SHARING OF REIMBURSEMENT OBLIGATION
\n                  PAYMENTS. Whenever the Agent receives a payment from any
\n                  Borrower on account of reimbursement obligations in respect of
\n                  a Letter of Credit or Credit Support as to which the Agent has
\n                  previously received for the account of the Letter of Credit
\n                  Issuer thereof payment from a Revolving Credit Lender, the
\n                  Agent shall promptly pay to such Revolving Credit Lender such
\n                  Revolving Credit Lender’s Pro Rata Share of such payment from
\n                  such Borrower. Each such payment shall be made by the Agent on
\n                  the next Settlement Date.<\/p>\n
                                    (iii) DOCUMENTATION. Upon the request of any
\n                  Revolving Credit Lender, the Agent shall furnish to such
\n                  Revolving Credit Lender copies of any Letter of Credit, Credit
\n                  Support for any Letter of Credit, reimbursement agreements
\n                  executed in connection therewith, applications for any Letter
\n                  of Credit, and such other documentation as may reasonably be
\n                  requested by such Revolving Credit Lender.<\/p>\n
                                    (iv) OBLIGATIONS IRREVOCABLE. The
\n                  obligations of each Revolving Credit Lender to make payments
\n                  to the Agent with respect to any Letter of Credit or with
\n                  respect to their participation therein or with respect to any
\n                  Credit Support for any Letter of Credit or with respect to the
\n                  Revolving Loans made as a result of a drawing under a Letter
\n                  of Credit and the obligations of the Borrower for whose
\n                  account the Letter of Credit or Credit Support was issued to
\n                  make payments to the Agent, for the account of the Revolving
\n                  Credit Lenders, shall be irrevocable and shall not be subject
\n                  to any qualification or exception whatsoever, including any of
\n                  the following circumstances:<\/p>\n
                                            (1) any lack of validity or
\n                           enforceability of this Agreement or any of the other
\n                           Loan Documents;<\/p>\n
                                            (2) the existence of any claim,
\n                           setoff, defense or other right which any Borrower may
\n                           have at any time against a beneficiary named in a
\n                           Letter of Credit or any transferee of any Letter of
\n                           Credit (or any Person for whom any such transferee
\n                           may be acting), any Revolving Credit Lender, the
\n                           Agent, the issuer of such Letter of Credit, or any
\n                           other Person, whether in connection with this
\n                           Agreement, any Letter of Credit, <\/p>\n
                                      79<\/p>\n
                           the transactions contemplated herein or any unrelated
\n                           transactions (including any underlying transactions
\n                           between any Borrower or any other Person and the
\n                           beneficiary named in any Letter of Credit);<\/p>\n
                                            (3) any draft, certificate or any
\n                           other document presented under the Letter of Credit
\n                           proving to be forged, fraudulent, invalid or
\n                           insufficient in any respect or any statement therein
\n                           being untrue or inaccurate in any respect;<\/p>\n
                                            (4) the surrender or impairment of
\n                           any security for the performance or observance of any
\n                           of the terms of any of the Loan Documents;<\/p>\n
                                            (5) the occurrence of any Default or
\n                           Event of Default; or<\/p>\n
                                            (6) the failure of any Borrower to
\n                           satisfy the applicable conditions precedent set forth
\n                           in ARTICLE 8.<\/p>\n
                           (c) RECOVERY OR AVOIDANCE OF PAYMENTS; REFUND OF
\n         PAYMENTS IN ERROR. In the event any payment by or on behalf of any
\n         Borrower received by the Agent with respect to any Letter of Credit or
\n         Credit Support provided for any Letter of Credit and distributed by the
\n         Agent to the Revolving Credit Lenders on account of their respective
\n         participations therein is thereafter set aside, avoided or recovered
\n         from the Agent in connection with any receivership, liquidation or
\n         bankruptcy proceeding, the Revolving Credit Lenders shall, upon demand
\n         by the Agent, pay to the Agent their respective Pro Rata Shares of such
\n         amount set aside, avoided or recovered, together with interest at the
\n         rate required to be paid by the Agent upon the amount required to be
\n         repaid by it. Unless the Agent receives notice from the Borrowers prior
\n         to the date on which any payment is due to the Revolving Credit Lenders
\n         that the Borrowers will not make such payment in full as and when
\n         required, the Agent may assume that the Borrowers have made such
\n         payment in full to the Agent on such date in immediately available
\n         funds and the Agent may (but shall not be so required), in reliance
\n         upon such assumption, distribute to each Revolving Credit Lender on
\n         such due date an amount equal to the amount then due such Revolving
\n         Credit Lender. If and to the extent the Borrowers have not made such
\n         payment in full to the Agent, each Revolving Credit Lender shall repay
\n         to the Agent on demand such amount distributed to such Revolving Credit
\n         Lender, together with interest thereon at the Federal Funds Rate for
\n         each day from the date such amount is distributed to such Revolving
\n         Credit Lender until the date repaid.<\/p>\n
                           (d) INDEMNIFICATION BY LENDERS. To the extent not
\n         reimbursed by the Borrowers and without limiting the obligations of the
\n         Borrowers hereunder, the Revolving Credit Lenders agree to indemnify
\n         the Letter of Credit Issuer ratably in accordance with their respective
\n         Pro Rata Shares, for any and all liabilities, obligations, losses,
\n         damages, penalties, actions, judgments, suits, costs, expenses
\n         (including attorneys’ fees) or disbursements of any kind and nature
\n         whatsoever that may be imposed on, incurred by or asserted against the
\n         Letter of Credit Issuer in any way relating to or arising <\/p>\n
                                      80<\/p>\n
         out of any Letter of Credit or the transactions contemplated thereby or
\n         any action taken or omitted by the Letter of Credit Issuer under any
\n         Letter of Credit or any Loan Document in connection therewith; PROVIDED
\n         that no Revolving Credit Lender shall be liable for any of the
\n         foregoing to the extent it arises from the gross negligence or willful
\n         misconduct of the Person to be indemnified. Without limitation of the
\n         foregoing, each Revolving Credit Lender agrees to reimburse the Letter
\n         of Credit Issuer promptly upon demand for its Pro Rata Share of any
\n         costs or expenses payable by the Borrowers to the Letter of Credit
\n         Issuer, to the extent that the Letter of Credit Issuer is not promptly
\n         reimbursed for such costs and expenses by the Borrowers. The agreement
\n         contained in this Section shall survive payment in full of all other
\n         Obligations.<\/p>\n
             12.17 CONCERNING THE COLLATERAL AND THE RELATED LOAN DOCUMENTS.
\nEach Lender authorizes and directs the Agent to enter into the other Loan
\nDocuments and the Intercreditor Agreement, for the ratable benefit and
\nobligation of the Agent and the Lenders. Each Lender agrees that any action
\ntaken by the Agent, Majority Lenders or Required Lenders, as applicable, in
\naccordance with the terms of this Agreement or the other Loan Documents, and the
\nexercise by the Agent, the Majority Lenders, or the Required Lenders, as
\napplicable, of their respective powers set forth therein or herein, together
\nwith such other powers that are reasonably incidental thereto, shall be binding
\nupon all of the Lenders. The Lenders acknowledge that the Revolving Loans, Agent
\nAdvances, Non-Ratable Loans, Hedge Agreements, Bank Products and all interest,
\nfees and expenses hereunder constitute one Debt, secured PARI PASSU by all of
\nthe Collateral, which Liens on the Term Loan Collateral shall be subordinated to
\nthe Liens securing the Term Loan.<\/p>\n
             12.18 FIELD AUDIT AND EXAMINATION REPORTS; DISCLAIMER BY LENDERS.
\nBy signing this Agreement, each Lender:<\/p>\n
                           (a) is deemed to have requested that the Agent
\n         furnish such Lender, promptly after it becomes available, a copy of
\n         each field audit or examination report (each a “REPORT” and
\n         collectively, “REPORTS”) prepared by or on behalf of the Agent;<\/p>\n
                           (b) expressly agrees and acknowledges that neither
\n         the Bank nor the Agent (i) makes any representation or warranty as to
\n         the accuracy of any Report, or (ii) shall be liable for any information
\n         contained in any Report;<\/p>\n
                           (c) expressly agrees and acknowledges that the
\n         Reports are not comprehensive audits or examinations, that the Agent or
\n         the Bank or other party performing any audit or examination will
\n         inspect only specific information regarding the Borrowers and will rely
\n         significantly upon the Borrowers’ books and records, as well as on
\n         representations of the Borrowers’ personnel;<\/p>\n
                           (d) agrees to keep all Reports confidential and
\n         strictly for its internal use, and not to distribute except to its
\n         participants, or use any Report in any other manner in accordance with
\n         the provisions of Section 13.17; and<\/p>\n
                           (e) without limiting the generality of any other
\n         indemnification provision contained in this Agreement, agrees: (i) to
\n         hold the Agent and any such other <\/p>\n
                                      81<\/p>\n
         Lender preparing a Report harmless from any action the indemnifying
\n         Lender may take or conclusion the indemnifying Lender may reach or draw
\n         from any Report in connection with any loans or other credit
\n         accommodations that the indemnifying Lender has made or may make to any
\n         Borrower, or the indemnifying Lender’s participation in, or the
\n         indemnifying Lender’s purchase of, a loan or loans of any Borrower; and
\n         (ii) to pay and protect, and indemnify, defend and hold the Agent and
\n         any such other Lender preparing a Report harmless from and against, the
\n         claims, actions, proceedings, damages, costs, expenses and other
\n         amounts (including Attorney Costs) incurred by the Agent and any such
\n         other Lender preparing a Report as the direct or indirect result of any
\n         third parties who might obtain all or part of any Report through the
\n         indemnifying Lender.<\/p>\n
             12.19 RELATION AMONG LENDERS. The Lenders are not partners or
\nco-venturers, and no Lender shall be liable for the acts or omissions of, or
\n(except as otherwise set forth herein in case of the Agent) authorized to act
\nfor, any other Lender.<\/p>\n
             12.20 CO-AGENTS. None of the Lenders identified on the facing page
\nor signature pages of this Agreement as a “co-agent” shall have any right,
\npower, obligation, liability, responsibility or duty under this Agreement other
\nthan those applicable to all Lenders as such. Without limiting the foregoing,
\nnone of the Lenders so identified as a “co-agent” shall have or be deemed to
\nhave any fiduciary relationship with any Lender. Each Lender acknowledges that
\nit has not relied, and will not rely, on any of the Lenders so identified in
\ndeciding to enter into this Agreement or in taking or not taking action
\nhereunder.<\/p>\n
             12.21 COLLATERAL PRIORITY. The Lenders hereby agree that the Liens
\ncreated under the Collateral Documents (a) on the Term Loan Collateral
\nconstitute (i) first priority, perfected Liens in favor of the Agent, for the
\nratable benefit of the Agent and the Term Lenders, and (ii) second priority,
\nperfected Liens in favor of the Agent, for the ratable benefit of the Agent and
\nthe Revolving Credit Lenders, junior only to the Liens described in the
\nforegoing clause (a)(i), and (b) on the Collateral other than the Term Loan
\nCollateral constitute (i) first priority perfected Liens in favor of the Agent,
\nfor the ratable benefit of the Agent and the Revolving Credit Lenders, and (ii)
\nsecond priority perfected Liens in favor of the Agent, for the ratable benefit
\nof the Agent and the Term Lenders, junior only to the Liens described in the
\nforegoing clause (b)(i), except in each case for Permitted Liens.<\/p>\n
                                   ARTICLE 13
\n                                  MISCELLANEOUS<\/p>\n
             13.1 NO WAIVERS; CUMULATIVE REMEDIES. No failure by the Agent or
\nany Lender to exercise any right, remedy, or option under this Agreement or any
\npresent or future supplement thereto, or in any other agreement between or among
\nthe Borrowers (or any of them), the Loan Parties (or any of them) and the Agent
\nand\/or any Lender, or delay by the Agent or any Lender in exercising the same,
\nwill operate as a waiver thereof. No waiver by the Agent or any Lender will be
\neffective unless it is in writing, and then only to the extent specifically
\nstated. No waiver by the Agent or the Lenders on any occasion shall affect or
\ndiminish the Agent’s and each Lender’s rights thereafter to require strict
\nperformance by the Borrowers of any provision of this Agreement or by any Loan
\nParty of any provision of any Loan Document. The Agent and the Lenders may
\nproceed directly to collect the Obligations without any prior recourse <\/p>\n
                                      82<\/p>\n
to the Collateral. The Agent’s and each Lender’s rights under this Agreement
\nwill be cumulative and not exclusive of any other right or remedy which the
\nAgent or any Lender may have.<\/p>\n
             13.2 SEVERABILITY. The illegality or unenforceability of any
\nprovision of this Agreement or any Loan Document or any instrument or agreement
\nrequired hereunder shall not in any way affect or impair the legality or
\nenforceability of the remaining provisions of this Agreement or any instrument
\nor agreement required hereunder.<\/p>\n
             13.3 GOVERNING LAW; CHOICE OF FORUM; SERVICE OF PROCESS.<\/p>\n
                           (a) THIS AGREEMENT SHALL BE INTERPRETED AND THE
\n         RIGHTS AND LIABILITIES OF THE PARTIES HERETO DETERMINED IN ACCORDANCE
\n         WITH THE INTERNAL LAWS (AS OPPOSED TO THE CONFLICT OF LAWS PROVISIONS
\n         PROVIDED THAT ISSUES WITH RESPECT TO CREATION, PERFECTION OR
\n         ENFORCEMENT OF LIENS UNDER ARTICLE 9 OF THE UCC MAY GIVE EFFECT TO
\n         APPLICABLE CHOICE OR CONFLICT OF LAW RULES SET FORTH IN ARTICLE 9 OF
\n         THE UCC) OF THE STATE OF CALIFORNIA; PROVIDED THAT THE AGENT AND THE
\n         LENDERS SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.<\/p>\n
                           (b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO
\n         THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS
\n         OF THE STATE OF CALIFORNIA OR OF THE UNITED STATES OF AMERICA LOCATED
\n         IN LOS ANGELES COUNTY, CALIFORNIA, AND BY EXECUTION AND DELIVERY OF
\n         THIS AGREEMENT, EACH OF THE BORROWERS, THE AGENT AND THE LENDERS
\n         CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE
\n         NON-EXCLUSIVE PERSONAL JURISDICTION OF THOSE COURTS. EACH OF THE
\n         BORROWERS, THE AGENT AND THE LENDERS IRREVOCABLY WAIVES ANY OBJECTION,
\n         INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS
\n         OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE
\n         BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF
\n         THIS AGREEMENT OR ANY DOCUMENT RELATED HERETO. NOTWITHSTANDING THE
\n         FOREGOING: (1) THE AGENT AND THE LENDERS SHALL HAVE THE RIGHT TO BRING
\n         ANY ACTION OR PROCEEDING AGAINST ANY LOAN PARTY OR ITS PROPERTY IN THE
\n         COURTS OF ANY OTHER JURISDICTION THE AGENT OR THE LENDERS DEEM
\n         NECESSARY OR APPROPRIATE IN ORDER TO REALIZE ON THE COLLATERAL OR OTHER
\n         SECURITY FOR THE OBLIGATIONS AND (2) EACH OF THE PARTIES HERETO
\n         ACKNOWLEDGES THAT ANY APPEALS FROM THE COURTS DESCRIBED IN THE
\n         IMMEDIATELY PRECEDING SENTENCE MAY HAVE TO BE HEARD BY A COURT LOCATED
\n         OUTSIDE THOSE JURISDICTIONS.<\/p>\n
                           (c) FLEETWOOD AND EACH BORROWER HEREBY WAIVES
\n         PERSONAL SERVICE OF ANY AND ALL PROCESS UPON IT AND CONSENTS THAT ALL
\n         SUCH SERVICE OF PROCESS MAY BE MADE BY PERSONAL <\/p>\n
                                      83<\/p>\n
         DELIVERY OR OVERNIGHT COURIER DIRECTED TO FLEETWOOD AND EACH THE
\n         BORROWERS AT ITS ADDRESS SET FORTH IN SECTION 13.8 AND SERVICE SO MADE
\n         SHALL BE DEEMED TO BE COMPLETED FIVE (5) DAYS AFTER THE SAME SHALL HAVE
\n         BEEN SO DEPOSITED IN THE U.S. MAILS POSTAGE PREPAID. NOTHING CONTAINED
\n         HEREIN SHALL AFFECT THE RIGHT OF AGENT OR THE LENDERS TO SERVE LEGAL
\n         PROCESS BY ANY OTHER MANNER PERMITTED BY LAW.<\/p>\n
             13.4 WAIVER OF JURY TRIAL. FLEETWOOD, EACH BORROWER, THE LENDERS
\nAND THE AGENT EACH IRREVOCABLY WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY
\nOF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS
\nAGREEMENT, THE OTHER LOAN DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR
\nTHEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY
\nANY OF THE PARTIES AGAINST ANY OTHER PARTY OR ANY AGENT-RELATED PERSON,
\nPARTICIPANT OR ASSIGNEE, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS,
\nOR OTHERWISE. FLEETWOOD, EACH BORROWER, THE LENDERS AND THE AGENT EACH AGREE
\nTHAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A
\nJURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR
\nRESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO
\nANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART,
\nTO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR THE OTHER LOAN
\nDOCUMENTS OR ANY PROVISION HEREOF OR THEREOF. THIS WAIVER SHALL APPLY TO ANY
\nSUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT
\nAND THE OTHER LOAN DOCUMENTS.<\/p>\n
             13.5 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All of the
\nrepresentations and warranties contained in this Agreement shall survive the
\nexecution, delivery, and acceptance thereof by the parties, notwithstanding any
\ninvestigation by the Agent or the Lenders or their respective agents.<\/p>\n
             13.6 OTHER SECURITY AND GUARANTIES. The Agent, may, without notice
\nor demand and without affecting the Borrowers’ obligations hereunder, from time
\nto time: (a) take from any Person and hold collateral (other than the
\nCollateral) for the payment of all or any part of the Obligations and exchange,
\nenforce or release such collateral or any part thereof; and (b) accept and hold
\nany endorsement or guaranty of payment of all or any part of the Obligations and
\nrelease or substitute any such endorser or guarantor, or any Person who has
\ngiven any Lien in any other collateral as security for the payment of all or any
\npart of the Obligations, or any other Person in any way obligated to pay all or
\nany part of the Obligations.<\/p>\n
             13.7 FEES AND EXPENSES. The Borrowers agree jointly and severally
\nto pay to the Agent, for its benefit, on demand, all costs and expenses that the
\nAgent pays or incurs in connection with the negotiation, preparation,
\nsyndication, consummation, administration, enforcement, and termination of this
\nAgreement or any of the other Loan Documents, including: (a) Attorney Costs; (b)
\ncosts and expenses (including reasonable attorneys’ and paralegals’ fees <\/p>\n
                                      84<\/p>\n
and disbursements) for any amendment, supplement, waiver, consent, or subsequent
\nclosing in connection with the Loan Documents and the transactions contemplated
\nthereby; (c) costs and expenses of lien and title searches and title insurance;
\n(d) taxes, fees and other charges for recording the Mortgages, filing financing
\nstatements and continuations, and other actions to perfect, protect, and
\ncontinue the Agent’s Liens (including costs and expenses paid or incurred by the
\nAgent in connection with the consummation of Agreement); (e) sums paid or
\nincurred to pay any amount or take any action required of any Loan Party under
\nthe Loan Documents that it fails to pay or take; (f) costs of appraisals,
\ninspections, and verifications of the Collateral, including travel, lodging, and
\nmeals for inspections of the Collateral and the Loan Parties’ operations by the
\nAgent plus the Agent’s then customary charge for field examinations and audits
\nand the preparation of reports thereof (such charge is currently $750 per day
\n(or portion thereof) for each Person retained or employed by the Agent with
\nrespect to each field examination or audit); and (g) costs and expenses of
\nforwarding loan proceeds, collecting checks and other items of payment, and
\nestablishing and maintaining Payment Accounts and lock boxes, and costs and
\nexpenses of preserving and protecting the Collateral. In addition, the Borrowers
\njointly and severally agree to pay costs and expenses incurred by the Agents
\n(including Attorneys’ Costs) to the Agents, for their benefit, on demand, and to
\nthe other Lenders for their benefit, on demand, and all reasonable fees,
\nexpenses and disbursements incurred by such other Lenders for one law firm
\nretained by such other Lenders as a group, in each case, paid or incurred to
\nobtain payment of the Obligations, enforce the Agent’s Liens, sell or otherwise
\nrealize upon the Collateral, and otherwise enforce the provisions of the Loan
\nDocuments, or to defend any claims made or threatened against the Agent or any
\nLender arising out of the transactions contemplated hereby (including
\npreparations for and consultations concerning any such matters). The foregoing
\nshall not be construed to limit any other provisions of the Loan Documents
\nregarding costs and expenses to be paid by the Borrowers or any other Loan
\nParty. All of the foregoing costs and expenses shall be charged to the
\nBorrowers’ Loan Account as Revolving Loans as described in SECTION 3.7.<\/p>\n
             13.8 NOTICES. Except as otherwise provided herein, all notices,
\ndemands and requests that any party is required or elects to give to any other
\nshall be in writing, or by a telecommunications device capable of creating a
\nwritten record, and any such notice shall become effective (a) upon personal
\ndelivery thereof, including, but not limited to, delivery by overnight mail and
\ncourier service, (b) five (5) days after it shall have been mailed by United
\nStates mail, first class, certified or registered, with postage prepaid, or (c)
\nin the case of notice by such a telecommunications device, when receipt is
\nconfirmed, in each case addressed to the party to be notified as follows:<\/p>\n
                  If to the Agent or to the Bank:<\/p>\n
                           Bank of America, N.A.
\n                           55 South Lake Avenue, Suite 900
\n                           Pasadena, California  91101
\n                           Attention:  Ruth Edwards
\n                           Telecopy No.:  (626) 578-6143<\/p>\n
                                      85<\/p>\n
                  with copies to:<\/p>\n
                           Latham & Watkins
\n                           633 West Fifth Street, Suite 4000
\n                           Los Angeles, California  90071
\n                           Attention:  Mary B. Ruhl, Esq.
\n                           Telecopy No.:  (213) 891-8763<\/p>\n
                  If to Fleetwood or any Borrower:<\/p>\n
                           Fleetwood Holdings Inc.
\n                           Fleetwood Enterprises, Inc.
\n                           Fleetwood Retail Corp., Inc.
\n                           3125 Myers Street
\n                           Riverside, California  92503
\n                           Attention:  Chief Financial Officer
\n                           Telecopy No.:  (909)  351-3373
\n                           Attention:  General Counsel
\n                           Telecopy No.:  (909) 351-3776<\/p>\n
                  with copies to:<\/p>\n
                           Gibson, Dunn & Crutcher LLP
\n                           Jamboree Center
\n                           4 Park Plaza
\n                           Irvine, California  92614
\n                           Attention:  Mark W. Shurtleff, Esq.
\n                           Telecopy No.:  (949) 451-4220<\/p>\n
or to such other address as each party may designate for itself by like notice.
\nFailure or delay in delivering copies of any notice, demand, request, consent,
\napproval, declaration or other communication to the persons designated above to
\nreceive copies shall not adversely affect the effectiveness of such notice,
\ndemand, request, consent, approval, declaration or other communication.<\/p>\n
              13.9 WAIVER OF NOTICES. Unless otherwise expressly provided
\nherein, each Borrower waives presentment, and notice of demand or dishonor and
\nprotest as to any instrument, notice of intent to accelerate the Obligations and
\nnotice of acceleration of the Obligations, as well as any and all other notices
\nto which it might otherwise be entitled. No notice to or demand on any Borrower
\nwhich the Agent or any Lender may elect to give shall entitle any Borrower to
\nany or further notice or demand in the same, similar or other circumstances.<\/p>\n
              13.10 BINDING EFFECT. The provisions of this Agreement shall be
\nbinding upon and inure to the benefit of the respective representatives,
\nsuccessors, and assigns of the parties hereto; PROVIDED, HOWEVER, that no
\ninterest herein may be assigned by any Borrower without prior written consent of
\nthe Agent and each Lender. The rights and benefits of the Agent and the <\/p>\n
                                      86<\/p>\n
Lenders hereunder shall, if such Persons so agree, inure to any party acquiring
\nany interest in the Obligations or any part thereof.<\/p>\n
                13.11 INDEMNITY OF THE AGENT AND THE LENDERS BY THE BORROWER.<\/p>\n
                           (a) The Borrowers jointly and severally agree to
\n         defend, indemnify and hold the Agent-Related Persons, and each Lender
\n         and each of its respective officers, directors, employees, counsel,
\n         representatives, agents and attorneys-in-fact (each, an “INDEMNIFIED
\n         PERSON”) harmless from and against any and all liabilities,
\n         obligations, losses, damages, penalties, actions, judgments, suits,
\n         costs, charges, expenses and disbursements (including Attorney Costs)
\n         of any kind or nature whatsoever which may at any time (including at
\n         any time following repayment of the Loans and the termination,
\n         resignation or replacement of the Agent or replacement of any Lender)
\n         be imposed on, incurred by or asserted against any such Person in any
\n         way relating to or arising out of this Agreement or any document
\n         contemplated by or referred to herein, or the transactions contemplated
\n         hereby, or any action taken or omitted by any such Person under or in
\n         connection with any of the foregoing, including with respect to any
\n         investigation, litigation or proceeding (including any Insolvency
\n         Proceeding or appellate proceeding) related to or arising out of this
\n         Agreement, any other Loan Document, or the Loans or the use of the
\n         proceeds thereof, whether or not any Indemnified Person is a party
\n         thereto (all the foregoing, collectively, the “INDEMNIFIED
\n         LIABILITIES”); PROVIDED, that the Borrowers shall have no obligation
\n         hereunder to any Indemnified Person with respect to Indemnified
\n         Liabilities finally determined by a court of competent jurisdiction to
\n         have resulted primarily from the gross negligence or willful misconduct
\n         of such Indemnified Person. The agreements in this Section shall
\n         survive payment of all other Obligations.<\/p>\n
                           (b) The Borrowers agree to indemnify, defend and hold
\n         harmless the Agent and the Lenders from any loss or liability directly
\n         or indirectly arising out of the use, generation, manufacture,
\n         production, storage, release, threatened release, discharge, disposal
\n         or presence of a hazardous substance relating to any Loan Party’s
\n         operations, business or property. This indemnity will apply whether the
\n         hazardous substance is on, under or about any Loan Party’s property or
\n         operations or property leased to any Loan Party’s. The indemnity
\n         includes but is not limited to Attorneys Costs. The indemnity extends
\n         to the Agent and the Lenders, their parents, affiliates, subsidiaries
\n         and all of their directors, officers, employees, agents, successors,
\n         attorneys and assigns. “Hazardous substances” means any substance,
\n         material or waste that is or becomes designated or regulated as
\n         “toxic,” “hazardous,” “pollutant,” or “contaminant” or a similar
\n         designation or regulation under any federal, state or local law
\n         (whether under common law, statute, regulation or otherwise) or
\n         judicial or administrative interpretation of such, including petroleum
\n         or natural gas. This indemnity will survive repayment of all other
\n         Obligations.<\/p>\n
              13.12 LIMITATION OF LIABILITY. NO CLAIM MAY BE MADE BY FLEETWOOD,
\nANY BORROWER, ANY LENDER OR OTHER PERSON AGAINST THE AGENT, ANY LENDER, OR THE
\nAFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, COUNSEL, REPRESENTATIVES, AGENTS OR
\nATTORNEYS-IN-FACT OF ANY OF THEM FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR
\nPUNITIVE DAMAGES IN RESPECT OF ANY CLAIM FOR BREACH OF CONTRACT OR ANY OTHER
\nTHEORY OF <\/p>\n
                                      87<\/p>\n
LIABILITY ARISING OUT OF OR RELATED TO THE TRANSACTIONS CONTEMPLATED
\nBY THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY ACT, OMISSION OR EVENT
\nOCCURRING IN CONNECTION THEREWITH, AND FLEETWOOD, EACH BORROWER AND EACH LENDER
\nHEREBY WAIVE, RELEASE AND AGREE NOT TO SUE UPON ANY CLAIM FOR SUCH DAMAGES,
\nWHETHER OR NOT ACCRUED AND WHETHER OR NOT KNOWN OR SUSPECTED TO EXIST IN ITS
\nFAVOR.<\/p>\n
            13.13 FINAL AGREEMENT. This Agreement and the other Loan Documents
\nare intended by Fleetwood, each Borrower, the Agent and the Lenders to be the
\nfinal, complete, and exclusive expression of the agreement between them. This
\nAgreement supersedes any and all prior oral or written agreements relating to
\nthe subject matter hereof except for the Fee Letter. No modification,
\nrescission, waiver, release, or amendment of any provision of this Agreement or
\nany other Loan Document shall be made, except by a written agreement signed by
\nthe Borrowers and a duly authorized officer of each of the Agent and the
\nrequisite Lenders.<\/p>\n
            13.14 COUNTERPARTS. This Agreement may be executed in any number of
\ncounterparts, and by the Agent, each Lender, Fleetwood and the Borrower in
\nseparate counterparts, each of which shall be an original, but all of which
\nshall together constitute one and the same agreement; signature pages may be
\ndetached from multiple separate counterparts and attached to a single
\ncounterpart so that all signature pages are physically attached to the same
\ndocument.<\/p>\n
            13.15 CAPTIONS. The captions contained in this Agreement are for
\nconvenience of reference only, are without substantive meaning and should not be
\nconstrued to modify, enlarge, or restrict any provision.<\/p>\n
            13.16 RIGHT OF SETOFF. In addition to any rights and remedies of the
\nLenders provided by law, if an Event of Default exists or the Loans have been
\naccelerated, each Lender is authorized at any time and from time to time,
\nwithout prior notice to Fleetwood or the Borrowers, any such notice being waived
\nby Fleetwood and the Borrowers to the fullest extent permitted by law, to set
\noff and apply any and all deposits (general or special, time or demand,
\nprovisional or final) at any time held by, and other indebtedness at any time
\nowing by, such Lender or any Affiliate of such Lender to or for the credit or
\nthe account of Fleetwood and the Borrowers against any and all Obligations owing
\nto such Lender, now or hereafter existing, irrespective of whether or not the
\nAgent or such Lender shall have made demand under this Agreement or any Loan
\nDocument and although such Obligations may be contingent or unmatured. Each
\nLender agrees promptly to notify the Borrowers and the Agent after any such
\nset-off and application made by such Lender; PROVIDED, HOWEVER, that the failure
\nto give such notice shall not affect the validity of such set-off and
\napplication. NOTWITHSTANDING THE FOREGOING, NO LENDER SHALL EXERCISE ANY RIGHT
\nOF SET-OFF, BANKER’S LIEN, OR THE LIKE AGAINST ANY DEPOSIT ACCOUNT OR PROPERTY
\nOF FLEETWOOD OR ANY LOAN PARTY HELD OR MAINTAINED BY SUCH LENDER WITHOUT THE
\nPRIOR WRITTEN UNANIMOUS CONSENT OF THE LENDERS.<\/p>\n
                                      88<\/p>\n
                  13.17 CONFIDENTIALITY.<\/p>\n
                           (a) Fleetwood and each Borrower hereby consents that
\n         the Agent and each Lender may issue and disseminate to the public
\n         general information describing the credit accommodation entered into
\n         pursuant to this Agreement, including the name and address of Fleetwood
\n         or the Borrowers and a general description of the business of Fleetwood
\n         and its Subsidiaries and may use Fleetwood’s and the Borrowers’ names
\n         in advertising and other promotional material.<\/p>\n
                           (b) Each Lender severally agrees to take normal and
\n         reasonable precautions and exercise due care to maintain the
\n         confidentiality of all non-public financial information provided to the
\n         Lenders and relating to Fleetwood or any Borrower, non-public
\n         information relating to major transactions not in the ordinary course
\n         of business and to be entered into by Fleetwood or any Borrower, and
\n         all other information identified as “confidential” or “secret” by
\n         Fleetwood or the Borrowers and provided to the Agent or such Lender by
\n         or on behalf of the Borrowers, under this Agreement or any other Loan
\n         Document, except to the extent that such information (i) was or becomes
\n         generally available to the public other than as a result of disclosure
\n         by the Agent or such Lender, or (ii) was or becomes available on a
\n         nonconfidential basis from a source other than Fleetwood or the
\n         Borrowers, PROVIDED that such source is not bound by a confidentiality
\n         agreement with Fleetwood or the Borrowers known to the Agent or such
\n         Lender; PROVIDED, HOWEVER, that the Agent and any Lender may disclose
\n         such information (1) at the request or pursuant to any requirement of
\n         any Governmental Authority to which the Agent or such Lender is subject
\n         or in connection with an examination of the Agent or such Lender by any
\n         such Governmental Authority; (2) pursuant to subpoena or other court
\n         process; (3) when required to do so in accordance with the provisions
\n         of any applicable Requirement of Law; (4) to the extent reasonably
\n         required in connection with any litigation or proceeding (including,
\n         but not limited to, any bankruptcy proceeding) to which the Agent, any
\n         Lender or their respective Affiliates may be party involving any Loan
\n         Document, any Loan Party or the use of the proceeds of the Loans; (5)
\n         to the extent reasonably required in connection with the exercise of
\n         any remedy hereunder or under any other Loan Document; (6) to the
\n         Agent’s or such Lender’s independent auditors, accountants, attorneys
\n         and other professional advisors; (7) to any prospective Participant or
\n         Assignee under any Assignment and Acceptance, actual or potential,
\n         PROVIDED that such prospective Participant or Assignee agrees to keep
\n         such information confidential to the same extent required of the Agent
\n         and the Lenders hereunder; (8) as expressly permitted under the terms
\n         of any other document or agreement regarding confidentiality to which
\n         Fleetwood or any Borrower is party or is deemed party with the Agent or
\n         such Lender, and (9) to its Affiliates.<\/p>\n
                  13.18 CONFLICTS WITH OTHER LOAN DOCUMENTS. Unless otherwise
\nexpressly provided in this Agreement (or in another Loan Document by specific
\nreference to the applicable provision contained in this Agreement), if any
\nprovision contained in this Agreement conflicts with any provision of any other
\nLoan Document, the provision contained in this Agreement shall govern and
\ncontrol.<\/p>\n
                                      89<\/p>\n
                  13.19 INCREASES IN TOTAL REVOLVING CREDIT COMMITMENT.<\/p>\n
                           (a) COMMITMENT INCREASE. The Borrowers have requested
\n         that the Revolving Credit Commitments be increased to $230,000,000, and
\n         the Agent has agreed to use its best efforts to find one or more
\n         additional financial institutions (the “NEW LENDERS”) to become parties
\n         to this Agreement with Revolving Credit Commitments not in excess of an
\n         amount sufficient to increase the Revolving Credit Commitments to
\n         $230,000,000 in the aggregate (the “COMMITMENT INCREASE”). The New
\n         Lenders shall be selected by the Agent and the Borrowers shall pay to
\n         the Agent the fees and expenses provided for in the Agent Fee Letter.
\n         The Agent shall have no liability to the Borrowers or the Lenders if
\n         the Agent is unable to successfully syndicate the Commitment Increase.
\n         If the Agent is able to successfully syndicate the Commitment Increase,
\n         the Commitment Increase (or so much thereof as shall have been
\n         syndicated, as notified to the Borrowers and the Lenders by the Agent)
\n         shall become effective on the date specified by the Agent (the “NEW
\n         LENDER EFFECTIVE DATE”); provided, however, that (i) no Default or
\n         Event of Default shall exist on such date, both before and after giving
\n         effect to the Commitment Increase, (ii) the New Lenders shall have
\n         entered into one or more joinder agreements, in form and substance
\n         satisfactory to the Agent, to become Lenders hereunder, (iii) the
\n         Borrowers shall have paid all fees and expenses in connection with the
\n         syndication and arrangement of the Commitment Increase, (iv) if
\n         requested by the New Lenders, the Borrowers shall have executed and
\n         delivered to the Agent for the benefit of the New Lenders promissory
\n         notes in the amount of the respective portion of the Commitment
\n         Increase, and (v) the Borrowers shall have delivered or caused to be
\n         delivered to the Agent such legal opinions, certificates and other
\n         documents as the Agent may reasonably request.<\/p>\n
                           (b) On the New Lender Effective Date (i) Schedule 1.2
\n         shall be amended to reflect the reallocated Revolving Credit
\n         Commitments, (ii) each New Lender shall become a Lender hereunder and
\n         under the other Loan Documents; (iii) the Borrowers shall pay the
\n         principal amount of, and accrued and unpaid interest on, Revolving
\n         Loans of the Lenders other than the New Lenders in an amount sufficient
\n         (as determined by the Agent) to permit the New Lender to fund Revolving
\n         Loans in an amount equal to the New Lenders’ Pro Rata Share of the then
\n         outstanding Revolving Loans, and in connection with such payment shall
\n         also pay breakage losses on such repayment in accordance with SECTION
\n         4.4; and (iv) each New Lender shall fund Revolving Loans in an amount
\n         equal to its Pro Rata Share of the then outstanding Revolving Loans.<\/p>\n
                           (c) In no event shall the Revolving Credit
\n         Commitments exceed $230,000,000 without the consent of all Lenders.<\/p>\n
                         [Signatures on Following Page]<\/p>\n
                                      90<\/p>\n
                  IN WITNESS WHEREOF, the parties have entered into this Credit
\nAgreement on the date first above written.<\/p>\n\n                                                       
\n“FMC BORROWERS”                                           FLEETWOOD HOLDINGS INC.<\/p>\n
                                                          FLEETWOOD HOMES OF ARIZONA, INC.<\/p>\n
                                                          FLEETWOOD HOMES OF CALIFORNIA, INC.<\/p>\n
                                                          FLEETWOOD HOMES OF FLORIDA, INC.<\/p>\n
                                                          FLEETWOOD HOMES OF GEORGIA, INC.<\/p>\n
                                                          FLEETWOOD HOMES OF IDAHO, INC.<\/p>\n
                                                          FLEETWOOD HOMES OF INDIANA, INC.<\/p>\n
                                                          FLEETWOOD HOMES OF KENTUCKY, INC.<\/p>\n
                                                          FLEETWOOD HOMES OF NORTH CAROLINA, INC.<\/p>\n
                                                          FLEETWOOD HOMES OF OREGON, INC.<\/p>\n
                                                          FLEETWOOD HOMES OF PENNSYLVANIA, INC.<\/p>\n
                                                          FLEETWOOD HOMES OF TENNESSEE, INC.<\/p>\n
                                                          FLEETWOOD HOMES OF TEXAS, L.P.
\n                                                          By:      FLEETWOOD GENERAL PARTNER
\n                                                          OF TEXAS, INC., its General Partner<\/p>\n
                                                          FLEETWOOD HOMES OF VIRGINIA, INC.<\/p>\n
                                                          FLEETWOOD HOMES OF WASHINGTON, INC.<\/p>\n
                                                          FLEETWOOD MOTOR HOMES OF CALIFORNIA, INC.<\/p>\n
                                                          FLEETWOOD MOTOR HOMES OF INDIANA, INC.<\/p>\n
                                                          FLEETWOOD MOTOR HOMES OF PENNSYLVANIA, INC.<\/p>\n
                                       S-1<\/p>\n
                                                          FLEETWOOD TRAVEL TRAILERS OF CALIFORNIA, INC.<\/p>\n
                                                          FLEETWOOD TRAVEL TRAILERS OF INDIANA, INC.<\/p>\n
                                                          FLEETWOOD TRAVEL TRAILERS OF KENTUCKY, INC.<\/p>\n
                                                          FLEETWOOD TRAVEL TRAILERS OF MARYLAND, INC.<\/p>\n
                                                          FLEETWOOD TRAVEL TRAILERS OF OHIO, INC.<\/p>\n
                                                          FLEETWOOD TRAVEL TRAILERS OF OREGON, INC.<\/p>\n
                                                          FLEETWOOD TRAVEL TRAILERS OF TEXAS, INC.<\/p>\n
                                                          FLEETWOOD FOLDING TRAILERS, INC.<\/p>\n
                                                          GOLD SHIELD, INC.<\/p>\n
                                                          GOLD SHIELD OF INDIANA, INC.<\/p>\n
                                                          HAUSER LAKE LUMBER OPERATION, INC.<\/p>\n
                                                          CONTINENTAL LUMBER PRODUCTS, INC.<\/p>\n
                                                          FLEETWOOD GENERAL PARTNER OF TEXAS, INC.<\/p>\n
                                                          FLEETWOOD HOMES INVESTMENT, INC.<\/p>\n
                                                          By:
\n                                                                   ——————————–
\n                                                          Name:    Boyd. R. Plowman
\n                                                          Title:   Senior Vice President and Chief
\n                                                                   Financial Officer<\/p>\n
                                       S-2<\/p>\n
“FRC BORROWERS”                                           FLEETWOOD RETAIL CORP.<\/p>\n
                                                          FLEETWOOD RETAIL CORP. OF CALIFORNIA<\/p>\n
                                                          FLEETWOOD RETAIL CORP. OF IDAHO<\/p>\n
                                                          FLEETWOOD RETAIL CORP. OF KENTUCKY<\/p>\n
                                                          FLEETWOOD RETAIL CORP. OF MISSISSIPPI<\/p>\n
                                                          FLEETWOOD RETAIL CORP. OF NORTH CAROLINA<\/p>\n
                                                          FLEETWOOD RETAIL CORP. OF OREGON<\/p>\n
                                                          FLEETWOOD RETAIL CORP. OF VIRGINIA<\/p>\n
                                                          By:
\n                                                                   ——————————–
\n                                                          Name:    Boyd R. Plowman
\n                                                          Title:   Senior Vice President and Chief
\n                                                                   Financial Officer<\/p>\n
“GUARANTOR”                                               FLEETWOOD ENTERPRISES, INC., as the
\n                                                          Guarantor<\/p>\n
                                                          By:
\n                                                                   ——————————–
\n                                                          Name:    Boyd R. Plowman
\n                                                          Title:   Senior Vice President and Chief
\n                                                                   Financial Officer<\/p>\n
                                       S-3<\/p>\n
“AGENT”                                                   BANK OF AMERICA, N.A., as the Agent<\/p>\n
                                                          By:
\n                                                                   ——————————–
\n                                                                                      , Vice President
\n                                                                   ——————-<\/p>\n
“DOCUMENTATION AGENT”                                     CITICORP USA, INC., as the Documentation Agent<\/p>\n
                                                          By:
\n                                                                   ——————————–
\n                                                                                      , Vice President
\n                                                                   ——————-<\/p>\n
                                       S-4<\/p>\n
“SYNDICATION AGENT”                                       HELLER FINANCIAL, INC., as the Syndication Agent<\/p>\n
                                                          By:
\n                                                                   ——————————–
\n                                                                                      , Vice President
\n                                                                   ——————-<\/p>\n
“LENDERS”                                                 BANK OF AMERICA, N.A., as a Lender<\/p>\n
                                                          By:
\n                                                                   ——————————–
\n                                                                                      , Vice President
\n                                                                   ——————-<\/p>\n
                                                          CITICORP USA, INC, as a Lender<\/p>\n
                                                          By:
\n                                                                   ——————————–
\n                                                                                      , Vice President
\n                                                                   ——————-<\/p>\n
                                                          HELLER FINANCIAL, INC., as a Lender<\/p>\n
                                                          By:
\n                                                                   ——————————–
\n                                                                                      , Vice President
\n                                                                   ——————-<\/p>\n
                                       S-5<\/p>\n
                                                          THE CIT GROUP\/BUSINESS CREDIT, INC.<\/p>\n
                                                          By:
\n                                                                   ——————————–
\n                                                                                      , Vice President
\n                                                                   ——————-<\/p>\n
                                       S-6<\/p>\n
                                                          FOOTHILL CAPITAL CORPORATION<\/p>\n
                                                          By:
\n                                                                   ——————————–
\n                                                                                      , Vice President
\n                                                                   ——————-<\/p>\n
                                       S-7<\/p>\n
                                                          GMAC BUSINESS CREDIT, INC.<\/p>\n
                                                          By:
\n                                                                   ——————————–
\n                                                                                      , Vice President
\n                                                                   ——————-
\n<\/c><\/s><\/table>\n
                                       S-8<\/p>\n
                                     ANNEX A
\n                                       TO
\n                                CREDIT AGREEMENT
\n                                   DEFINITIONS<\/p>\n
                  Capitalized terms used in the Loan Documents shall have the
\nfollowing respective meanings (unless otherwise defined therein), and all
\nsection references in the following definitions shall refer to sections of the
\nAgreement:<\/p>\n
                  “ACCOUNTS” means, as to any Person, all of such Person’s now
\nowned or hereafter acquired or arising accounts, as defined in the UCC,
\nincluding any rights to payment for the sale or lease of goods or rendition of
\nservices, whether or not they have been earned by performance.<\/p>\n
                  “ACCOUNT DEBTOR” means each Person obligated in any way on or
\nin connection with an Account.<\/p>\n
                  “ACH TRANSACTIONS” means any cash management or related
\nservices including the automatic clearinghouse transfer of funds by the Bank for
\nthe account of any Loan Party pursuant to agreement or overdrafts.<\/p>\n
                  “ADI” means Associated  Dealers,  Inc. or any Person which
\nacquires all of the Inventory at any locations of an FRC Borrower pursuant to
\nthe ADI Agreement.<\/p>\n
                  “ADI AGREEMENT” means that certain Operating Agreement dated
\nas of January 2001 between Retail and ADI<\/p>\n
                  “ADJUSTED NET EARNINGS FROM OPERATIONS” means, with respect to
\nany fiscal period the net income of Fleetwood and its consolidated Subsidiaries
\nafter provision for income taxes for such fiscal period, as determined in
\naccordance with GAAP and reported on the Financial Statements for such period,
\nexcluding any and all of the following included in such net income: (a) gain or
\nloss arising from the sale of any capital assets; (b) gain arising from any
\nwrite-up in the book value of any asset; (c) earnings of any Person,
\nsubstantially all the assets of which have been acquired by Fleetwood or any of
\nits Subsidiaries in any manner, to the extent realized by such other Person
\nprior to the date of acquisition; (d) earnings of any Person in which any Person
\nother than Fleetwood or any of its Subsidiaries has an ownership interest unless
\n(and only to the extent) such earnings shall actually have been received by
\nFleetwood or any of its Subsidiaries in the form of cash distributions; (e)
\nearnings of any Person to which assets of Fleetwood or any of its Subsidiaries
\nshall have been sold, transferred or disposed of, or into which any Subsidiary
\nshall have been merged, or which has been a party with Fleetwood or any of its
\nSubsidiaries to any consolidation or other form of reorganization, prior to the
\ndate of such transaction; (f) gain arising from the acquisition of debt or
\nequity securities of Fleetwood or any of its Subsidiaries or from cancellation
\nor forgiveness of Debt; (g) gain arising from extraordinary items, as determined
\nin accordance with GAAP, or from any other non-recurring transaction; (h)
\ninterest income; (i) other income not earned from operations; (j) any write-down
\nor write-off of goodwill under FAS 142; (k) any non-cash adjustment required as
\na result of a change in GAAP that occurs after the Closing Date; and (l)
\nwrite-downs of Fixed Assets (other than Eligible Equipment, Eligible Real Estate
\nor Term Loan Collateral) or goodwill as a result of an<\/p>\n
                                  Annex – 1<\/p>\n
impairment in the value of such Fixed Assets or goodwill that requires a
\nwrite-down in accordance with GAAP; PROVIDED that the aggregate amount of all
\nwrite-downs under this clause (l) for the life of the Agreement shall not exceed
\n$8,000,000.<\/p>\n
                  “AFFILIATE” means, as to any Person, any other Person which,
\ndirectly or indirectly, is in control of, is controlled by, or is under common
\ncontrol with, such Person or which owns, directly or indirectly, ten percent
\n(10%) or more of the outstanding equity interest of such Person. A Person shall
\nbe deemed to control another Person if the controlling Person possesses,
\ndirectly or indirectly, the power to direct or cause the direction of the
\nmanagement and policies of the other Person, whether through the ownership of
\nvoting securities, by contract, or otherwise.<\/p>\n
                  “AGENT” means the Bank, solely in its capacity as agent for
\nthe Lenders, and any successor agent.<\/p>\n
                  “AGENT ADVANCES” has the meaning specified in SECTION 1.2(i).<\/p>\n
                  “AGENT FEE LETTER” means that certain fee letter dated July
\n27, 2001 between the Agent and Fleetwood.<\/p>\n
                  “AGENT’S LIENS” means the Liens in the Collateral granted to
\nthe Agent, for the benefit of the Lenders, Bank, and the Agent pursuant to the
\nLoan Documents.<\/p>\n
                  “AGENT-RELATED PERSONS” means the Agent, together with its
\nAffiliates, and the officers, directors, employees, counsel, representatives,
\nagents and attorneys-in-fact of the Agent and such Affiliates.<\/p>\n
                  “AGENTS” means the Agent, the Documentation Agent and the
\nSyndication Agent.<\/p>\n
                  “AGGREGATE AVAILABILITY” means, at any time, (a) the lesser of
\n(i) the Maximum Revolver Amount or (ii) the Aggregate Borrowing Bases, MINUS (b)
\nReserves other than Reserves deducted in the calculation of the Borrowing Bases,
\nMINUS (c) in each case, the Aggregate Revolver Outstandings.<\/p>\n
                  “AGGREGATE BORROWING BASES” means, at any time, the Borrowing
\nBase of FMC PLUS the Borrowing Base of FRC.<\/p>\n
                  “AGGREGATE REVOLVER OUTSTANDINGS” means, at any date of
\ndetermination: the sum of the following for all Borrowers: (a) the unpaid
\nbalance of Revolving Loans, (b) the aggregate amount of Pending Revolving Loans,
\n(c) one hundred percent (100%) of the aggregate undrawn face amount of all
\noutstanding Letters of Credit, and (d) the aggregate amount of any unpaid
\nreimbursement obligations in respect of Letters of Credit; PROVIDED that for
\npurposes of determining Availability of FMC or FRC, the forgoing shall be
\ndetermined solely with respect to FMC or FRC, as applicable.<\/p>\n
                  “AGREEMENT” means the Credit Agreement to which this ANNEX A
\nis attached, as from time to time amended, supplemented, modified or restated.<\/p>\n
                                  Annex – 2<\/p>\n
                  “ANNIVERSARY DATE” means each anniversary of the Closing Date.<\/p>\n
                  “APPLICABLE MARGIN” means (i) with respect to the Term Loans,
\n3.00%, increasing to 6.00% on the first Anniversary Date; and (ii) with respect
\nto the Revolving Loans, all other Obligations (other than the Term Loans), the
\nUnused Line Fee and the Letter of Credit Fee, a rate per annum corresponding to
\nthe Levels set forth below opposite the Liquidity set forth below determined as
\nof the end of the most recent fiscal month, and if applicable, at any time after
\ndelivery of the audited Financial Statements for the Fiscal Year ended April 28,
\n2002, (x) the Fixed Charge Coverage Ratio for the four-Fiscal Quarter Period
\nended as of the end of the most recent Fiscal Quarter, and (y) the Fixed Charge
\nCoverage Ratio for the four-Fiscal Quarter Period ended as of the end Fiscal
\nQuarter immediately preceding the Fiscal Quarter referred to in clause (x). The
\nApplicable Margin shall be based on Level III through December 31, 2001, and in
\nno event shall Level I be available until after delivery of the Financial
\nStatements for the Fiscal Year ending April 28, 2002. Adjustments in Applicable
\nMargins shall be determined by reference to the following grids:<\/p>\n
\n
\n—————————————- ————————————-
\n                                         LEVEL OF
\nIF LIQUIDITY IS:                         APPLICABLE MARGINS:
\n—————————————- ————————————-
\n                                      
\nGREATER THAN$80,000,000 and the Four-    Level I
\nFiscal-Quarter-Fixed Charge Coverage
\nRatio is greater than 1.5 to 1.0 for
\neach of the two most recently ended
\nFiscal Quarters
\n—————————————- ————————————-
\nGREATER THAN OR EQUAL TO$80,000,000      Level II
\n—————————————- ————————————-
\nGREATER THAN$55,000,000, but             Level III
\nLESS THAN OR EQUAL TO$80,000,000
\n—————————————- ————————————-
\nLESS THAN OR EQUAL TO$55,000,000         Level IV
\n—————————————- ————————————-<\/p>\n
<\/c><\/s><\/caption>\n<\/table>\n
         LOW TO HIGH<\/p>\n\n
\n
————————————— ————————————————————
\n                                        APPLICABLE MARGINS
\n————————————— ————————————————————
\n                                        LEVEL I        LEVEL II        LEVEL III      LEVEL IV
\n————————————— ————– ————— ————– ————–
\n                                                                          
\nBase Rate Revolving Loans               0%             0.50%           1.00%          1.50%
\n————————————— ————– ————— ————– ————–
\nLIBOR Revolving Loans                   2.25%          2.75%           3.25%          3.75%
\n————————————— ————– ————— ————– ————–
\nUnused Line Fees                         .25%           .375%          .500%           .625%
\n————————————— ————– ————— ————– ————–
\nLetter of Credit Fees                   2.25%          2.75%           3.25%          3.75%
\n————————————— ————– ————— ————– ————–<\/p>\n
<\/c><\/c><\/c><\/c><\/s><\/caption>\n<\/table>\n
                  All adjustments in the Applicable Margin shall be based on the
\nPricing Certificate delivered pursuant to SECTION 5.2(m), and, if applicable,
\nthe unaudited Financial Statements delivered pursuant to SECTION 5.2(b) and
\nshall be implemented on the first day of the calendar month commencing at least
\n5 days after the date of delivery to the Lenders of the Pricing Certificate for
\nany month and, if applicable, the Financial Statements evidencing the need for
\nan adjustment, PROVIDED, HOWEVER, that if the Applicable Margins are adjusted at
\nthe end of any Fiscal Year based upon a Pricing Certificate delivered pursuant
\nto SECTION 5.2(m) and\/or unaudited Financial Statements delivered pursuant to
\nSECTION 5.2(b) and if the Liquidity and\/or Fixed Charge Coverage Ratio
\ndetermined from the audited Financial Statements for such Fiscal <\/p>\n
                                     Annex – 3<\/p>\n
Year requires an adjustment in the Applicable Margins that would result in
\nhigher Applicable Margins, then the Applicable Margins shall be adjusted
\nretroactively based on such audited Financial Statements and any increased
\namount owed by the Borrowers as a result thereof shall be paid on the next
\napplicable payment date. Failure to timely deliver any Pricing Certificate or
\nany Financial Statements shall, in addition to any other remedy provided for in
\nthis Agreement, result in an increase in the Applicable Margins to the highest
\nlevel set forth in the foregoing grid, until the first day of the first calendar
\nmonth following the delivery of those Financial Statements demonstrating that
\nsuch an increase is not required. If a Default or Event of Default has occurred
\nand is continuing at the time any reduction in the Applicable Margins is to be
\nimplemented, such reduction shall not occur.<\/p>\n
                  “ASSIGNED CONTRACTS” means, collectively, all of the Loan
\nParties’ rights and remedies under, and all moneys and claims for money due or
\nto become due to any Loan Party under those contracts set forth on SCHEDULE 1.1,
\nand any other material contracts, and any and all amendments, supplements,
\nextensions, and renewals thereof including all rights and claims of any Loan
\nParty now or hereafter existing: (i) under any insurance, indemnities,
\nwarranties, and guarantees provided for or arising out of or in connection with
\nany of the foregoing agreements; (ii) for any damages arising out of or for
\nbreach or default under or in connection with any of the foregoing contracts;
\n(iii) to all other amounts from time to time paid or payable under or in
\nconnection with any of the foregoing agreements; or (iv) to exercise or enforce
\nany and all covenants, remedies, powers and privileges thereunder.<\/p>\n
                  “ASSIGNEE” has the meaning specified in SECTION 11.2(a).<\/p>\n
                  “ASSIGNMENT AND ACCEPTANCE” has the meaning specified in
\nSECTION 11.2(a).<\/p>\n
                  “ATTORNEY COSTS” means and includes all reasonable fees,
\nexpenses and disbursements of any law firm or other counsel engaged by the Agent
\nand the reasonably allocated costs and expenses of internal legal services of
\nthe Agent.<\/p>\n
                  “AVAILABILITY” means, as to FMC or FRC, as applicable, at any
\ntime (a) the lesser of the Maximum Revolver Amount minus the Aggregate Revolver
\nOutstandings or (ii) its Borrowing Base minus the Aggregate Revolver
\nOutstandings attributable to FMC or FRC, as applicable, minus (b) Reserves
\nattributable to FRC or FMC, as applicable, other than Reserves deducted in
\ncalculating its Borrowing Base.<\/p>\n
                  “BANK” means Bank of America, N.A., a national banking
\nassociation, or any successor entity thereto.<\/p>\n
                  “BANK PRODUCTS” means any one or more of the following types
\nof services or facilities extended to Fleetwood or any of its Subsidiaries by
\nthe Bank or any affiliate of the Bank in reliance on the Bank’s agreement to
\nindemnify such affiliate: (i) credit cards; (ii) ACH Transactions; (iii) cash
\nmanagement, including controlled disbursement services; and (iv) Hedge
\nAgreements.<\/p>\n
                  “BANK PRODUCT RESERVES” means all reserves which the Agent
\nfrom time to time establishes in its reasonable discretion for the Bank Products
\nthen provided or outstanding.<\/p>\n
                                   Annex – 4<\/p>\n
                  “BANKRUPTCY CODE” means Title 11 of the United States Code
\n(11 U.S.C. Section 101 ET SEQ.).<\/p>\n
                  “BASE RATE” means, for any day, the rate of interest in effect
\nfor such day as publicly announced from time to time by the Bank in Charlotte,
\nNorth Carolina as its “prime rate” (the “prime rate” being a rate set by the
\nBank based upon various factors including the Bank’s costs and desired return,
\ngeneral economic conditions and other factors, and is used as a reference point
\nfor pricing some loans, which may be priced at, above, or below such announced
\nrate). Any change in the prime rate announced by the Bank shall take effect at
\nthe opening of business on the day specified in the public announcement of such
\nchange. Each Interest Rate based upon the Base Rate shall be adjusted
\nsimultaneously with any change in the Base Rate.<\/p>\n
                  “BASE RATE LOANS” means, collectively, the Base Rate Revolving
\nLoans and the Term Loans.<\/p>\n
                  “BASE RATE REVOLVING LOAN” means a Revolving Loan during any
\nperiod in which it bears interest based on the Base Rate.<\/p>\n
                  “BLOCKED ACCOUNT AGREEMENT” means an agreement among a
\nBorrower, the Agent and a Clearing Bank, in form and substance reasonably
\nsatisfactory to the Agent, concerning the collection of payments which represent
\nthe proceeds of Accounts or of any other Collateral.<\/p>\n
                  “BORROWERS” has the meaning given that term in the preamble to
\nthe Agreement.<\/p>\n
                  “BORROWING” means a borrowing hereunder consisting of
\nRevolving Loans or Term Loans made on the same day by the Lenders to a Borrower
\nor by Bank in the case of a Borrowing funded by Non-Ratable Loans or by the
\nAgent in the case of a Borrowing consisting of an Agent Advance, or the issuance
\nof Letters of Credit hereunder.<\/p>\n
                  “BORROWING BASE” means, with respect to FMC or FRC, as
\napplicable, an amount equal to (a) the sum of (i) eighty-five percent (85%) of
\nthe Net Amount of its Eligible Accounts, PLUS (ii) the lesser of (A) the sum of
\n(1) the lesser of (x) fifty percent (50%) of its Eligible Inventory, valued at
\nthe lower of cost on a first-in, first-out basis or market, (other than motor
\nhome chassis and lumber located at warehouses) and (y) eighty-five percent (85%)
\nof the appraised orderly liquidation value of its Eligible Inventory (other than
\nmotor home chassis and lumber located at warehouses), PLUS (2) eighty-five
\npercent (85%) of the appraised orderly liquidation value of its Eligible
\nInventory consisting of motor home chassis, PLUS (3) eighty-five percent (85%)
\nof the appraised orderly liquidation value of its Eligible Inventory consisting
\nof lumber located at warehouses; provided that the aggregate manufactured
\nhousing Inventory of FMC shall not exceed $10,000,000; and (B) the Maximum
\nInventory Loan Amount, PLUS (iii) the lesser of (C) the sum of eighty percent
\n(80%) of the appraised orderly liquidation value of its Eligible Equipment and
\nfifty percent (50%) of the appraised fair market value of its Eligible Real
\nEstate subject to a Mortgage and (D) the Maximum PP&E Loan Amount MINUS (b)
\nReserves from time to time established by the Agent in its reasonable credit
\njudgment. Notwithstanding anything to the contrary in the Loan Documents, the
\namount advanced against the Accounts and Inventory of Fleetwood Folding Trailer
\nshall not exceed $8,000,000.<\/p>\n
                                     Annex – 5<\/p>\n
                  “BORROWING BASE CERTIFICATE” means a certificate by a
\nResponsible Officer of FMC or FRC, as applicable, substantially in the form of
\nEXHIBIT B (or another form acceptable to the Agent) setting forth the
\ncalculation of the respective Borrowing Base, including a calculation of each
\ncomponent thereof, all in such detail as shall be reasonably satisfactory to the
\nAgent. All calculations of the Borrowing Base in connection with the preparation
\nof any Borrowing Base Certificate shall originally be made by FMC or FRC, as
\napplicable and certified to the Agent; PROVIDED, that the Agent shall have the
\nright to review and adjust, in the exercise of its reasonable credit judgment,
\nany such calculation (1) to reflect its reasonable estimate of declines in value
\nof any of the Collateral described therein, and (2) to the extent that such
\ncalculation is not in accordance with this Agreement.<\/p>\n
                  “BUSINESS DAY” means (a) any day that is not a Saturday,
\nSunday, or a day on which banks in Los Angeles, California or Charlotte, North
\nCarolina are required or permitted to be closed, and (b) with respect to all
\nnotices, determinations, fundings and payments in connection with the LIBOR Rate
\nor LIBOR Rate Loans, any day that is a Business Day pursuant to CLAUSE (a) above
\nand that is also a day on which trading in Dollars is carried on by and between
\nbanks in the London interbank market.<\/p>\n
                  “BUSINESS UNIT” means (a) for purposes of SECTION 5.2(c),
\nSECTION 5.2(f) and SECTION 8.1(o), (i) the FMC Borrowers and (ii) (x) until the
\ndate (the “CONVERSION DATE”) one hundred twenty (120) days after the Closing
\nDate, the FRC Borrowers and the Excluded Retail Subsidiaries and (y) on and
\nafter the Conversion Date, the FRC Borrowers; and (b) for all other purposes,
\n(i) the FMC Borrowers, (ii) (x) until the Conversion Date, the FRC Borrowers and
\nthe Excluded Retail Subsidiaries and (y) on and after the Conversion Date, the
\nFRC Borrowers; (iii) Fleetwood Folding Trailer, (iv) on and after the Conversion
\nDate, the Excluded Retail Subsidiaries; (v) the Excluded Subsidiaries (other
\nthan the Excluded Retail Subsidiaries); and (vi) Fleetwood.<\/p>\n
                  “CANADIAN SECURITY AGREEMENT” means the Canadian Security
\nAgreement of even date herewith between Fleetwood Canada and the Agent for the
\nbenefit of the Agent and the Lenders.<\/p>\n
                  “CAPITAL ADEQUACY REGULATION” means any guideline, request or
\ndirective of any central bank or other Governmental Authority, or any other law,
\nrule or regulation, whether or not having the force of law, in each case,
\nregarding capital adequacy of any bank or of any corporation controlling a bank.<\/p>\n
                  “CAPITAL EXPENDITURES” means all payments due during any
\nrelevant period (whether or not paid during any fiscal period) in respect of the
\ncost of any fixed asset or improvement, or replacement, substitution, or
\naddition thereto, which has a useful life of more than one year, including,
\nwithout limitation, those costs arising in connection with the direct or
\nindirect acquisition of such asset by way of increased product or service
\ncharges or in connection with a Capital Lease.<\/p>\n
                  “CAPITAL STOCK” means any and all shares, interests,
\nparticipations or other equivalents (however designated) of capital stock or
\nother equity interests, any and all equivalent <\/p>\n
                                   Annex – 6<\/p>\n
ownership interests in a Person (other than a corporation) and any and all
\nwarrants, rights, options to purchase or other rights to acquire any of the
\nforegoing.<\/p>\n
                  “CAPITAL LEASE” of a Person means any lease of property by
\nsuch Person which, in accordance with GAAP, should be reflected as a capital
\nlease on the balance sheet of such Person.<\/p>\n
                  “CASH COLLATERAL” has the meaning specified in SECTION 1.4(g).<\/p>\n
                  “CHANGE OF CONTROL” means either (i) a change shall occur in
\nthe Board of Directors of Fleetwood so that a majority of the Board of Directors
\nof Fleetwood ceases to consist of the individuals who constituted the Board of
\nDirectors of Fleetwood on the Closing Date (or individuals whose election or
\nnomination for election was approved by a vote of more than 50% of the directors
\nthen in office who either were directors of Fleetwood on the Closing Date or
\nwhose election or nomination for election previously was so approved); or (ii)
\nany Person or Group (within the meaning of Rule 13d-3 of the Securities and
\nExchange Commission), shall become or be the owner, directly or indirectly,
\nbeneficially or of record, of shares representing more than 20% of the aggregate
\nordinary voting power represented by the issued and outstanding Capital Stock of
\nFleetwood on a fully diluted basis; or (iii) except as permitted hereunder, any
\nLoan Party (other than Fleetwood) ceases to be a direct or indirect wholly-owned
\nSubsidiary of Fleetwood.<\/p>\n
                  “CHATTEL PAPER” means, as to any Person, all of such Person’s
\nnow owned or hereafter acquired chattel paper, as defined in the UCC, including
\nelectronic chattel paper.<\/p>\n
                  “CLEARING BANK” means the Bank or any other banking
\ninstitution with which a Payment Account has been established pursuant to a
\nBlocked Account Agreement.<\/p>\n
                  “CLOSING DATE” means the date of this Agreement.<\/p>\n
                  “CLOSING FEE” has the meaning specified in SECTION 2.4.<\/p>\n
                  “CODE” means the Internal Revenue Code of 1986.<\/p>\n
                  “COLI POLICIES” means those insurance policies identified on
\nSCHEDULE A.<\/p>\n
                  “COLLATERAL” means all of the Loan Parties’ real and personal
\nproperty, and all other assets of any Person (other than the COLI Policies),
\nfrom time to time subject to the Agent’s Liens securing payment or performance
\nof the Obligations.<\/p>\n
                  “COMMITMENT” means, at any time with respect to a Lender, the
\nprincipal amount set forth beside such Lender’s name under the heading
\n“COMMITMENT” on SCHEDULE 1.2 attached to the Agreement or on the signature page
\nof the Assignment and Acceptance pursuant to which such Lender became a Lender
\nhereunder in accordance with the provisions of SECTION 11.2, as such Commitment
\nmay be adjusted from time to time in accordance with the provisions of SECTION
\n11.2, and “COMMITMENTS” means, collectively, the aggregate amount of the
\ncommitments of all of the Lenders.<\/p>\n
                                   Annex – 7<\/p>\n
                  “COMMITMENT INCREASE” has the meaning specified in SECTION
\n13.19.<\/p>\n
                  “CONTAMINANT” means any waste, pollutant, hazardous substance,
\ntoxic substance, hazardous waste, special waste, petroleum or petroleum-derived
\nsubstance or waste, asbestos in any form or condition, polychlorinated biphenyls
\n(“PCBS”), or any constituent of any such substance or waste.<\/p>\n
                  “CONTINUATION\/CONVERSION DATE” means the date on which a Loan
\nis converted into or continued as a LIBOR Rate Loan.<\/p>\n
                  “CONTRIBUTION AGREEMENT” means the Contribution, Indemnity and
\nSubrogation Agreement, dated as of the date hereof, among the Loan Parties.<\/p>\n
                  “COPYRIGHT” has the meaning specified in Copyright Security
\nAgreement.<\/p>\n
                  “COPYRIGHT SECURITY AGREEMENT” means the Copyright Security
\nAgreement dated as of the date hereof, executed and delivered by a Loan Party to
\nthe Agent, for the benefit of the Agent and the Lenders, to evidence and perfect
\nthe Agent’s security interest in such Loan Party’s present and future copyrights
\nand related licenses and rights.<\/p>\n
                  “CREDIT SUPPORT” has the meaning specified in SECTION 1.4(a).<\/p>\n
                  “DEBT” means, with respect to any Person and without
\nduplication, all liabilities, obligations and indebtedness of such Person to any
\nother Person, of any kind or nature, now or hereafter owing, arising, due or
\npayable, howsoever evidenced, created, incurred, acquired or owing, whether
\nprimary, secondary, direct, contingent, fixed or otherwise, consisting of
\nindebtedness for borrowed money or the deferred purchase price of property,
\nexcluding trade payables incurred in the ordinary course of business, but
\nincluding (a) all Obligations; (b) all obligations and liabilities of any other
\nPerson secured by any Lien on the such Person’s property, even though such
\nPerson shall not have assumed or become liable for the payment thereof;
\nPROVIDED, HOWEVER, that all such obligations and liabilities which are limited
\nin recourse to such property shall be included in Debt only to the extent of the
\nbook value of such property as would be shown on a balance sheet of such Person
\nprepared in accordance with GAAP; (c) all obligations or liabilities created or
\narising under any Capital Lease or conditional sale or other title retention
\nagreement with respect to property used or acquired by such Person, even if the
\nrights and remedies of the lessor, seller or lender thereunder are limited to
\nrepossession of such property; PROVIDED, HOWEVER, that all such obligations and
\nliabilities which are limited in recourse to such property shall be included in
\nDebt only to the extent of the book value of such property as would be shown on
\na balance sheet of such Person prepared in accordance with GAAP; (d) all
\nobligations and liabilities under Guaranties; (e) the present value (discounted
\nat the Base Rate) of lease payments due under synthetic leases; and (f) all
\nobligations and liabilities under any preferred stock (including the Trust
\nSecurities) or similar securities.<\/p>\n
                  “DEFAULT” means any event or circumstance which, with the
\ngiving of notice, the lapse of time, or both, would (if not cured, waived, or
\notherwise remedied during such time) constitute an Event of Default.<\/p>\n
                                   Annex – 8<\/p>\n
                  “DEFAULT RATE” means a fluctuating per annum interest rate at
\nall times equal to the sum of (a) the otherwise applicable Interest Rate PLUS
\n(b) two percent (2%) per annum. Each Default Rate shall be adjusted
\nsimultaneously with any change in the applicable Interest Rate. In addition, the
\nDefault Rate shall result in an increase in the Letter of Credit Fee by 2
\npercentage points per annum during any period for which the Default Rate is
\napplied.<\/p>\n
                  “DEFAULTING LENDER” has the meaning specified in SECTION
\n12.15(c).<\/p>\n
                  “DESIGNATED ACCOUNT” has the meaning specified in SECTION
\n1.2(c).<\/p>\n
                  “DISTRIBUTION” means, in respect of any Person: (a) the
\npayment or making of any dividend or other distribution of property in respect
\nof Capital Stock of such Person, other than distributions in Capital Stock of
\nthe same class; or (b) the redemption or other acquisition by such Person of its
\nCapital Stock.<\/p>\n
                  “DOCUMENTS” means, with respect to any Person, all documents
\nas such term is defined in the UCC, including bills of lading, warehouse
\nreceipts or other documents of title, now owned or hereafter acquired by such
\nPerson.<\/p>\n
                  “DOL” means the United States Department of Labor or any
\nsuccessor department or agency.<\/p>\n
                  “DOLLAR” and “$” means dollars in the lawful currency of the
\nUnited States. Unless otherwise specified, all payments under the Agreements
\nshall be made in Dollars.<\/p>\n
                  “EBITDA” means, with respect to any fiscal period, Adjusted
\nNet Earnings from Operations, PLUS, to the extent deducted in the determination
\nof Adjusted Net Earnings from Operations for that fiscal period, interest
\nexpenses, Federal, state, local and foreign income taxes, depreciation and
\namortization.<\/p>\n
                  “ELIGIBLE ACCOUNTS” means, with respect to FMC or FRC, as
\napplicable, the Accounts of FMC (which for purposes of this definition only
\nshall include Fleetwood Canada) or FRC, as applicable, which the Agent in the
\nexercise of its reasonable commercial discretion determines to be Eligible
\nAccounts. Without limiting the discretion of the Agent to establish other
\ncriteria of ineligibility, Eligible Accounts shall not, unless the Agent in its
\nsole discretion elects (which discretion cannot be exercised without the consent
\nof Majority Lenders), include any Account:<\/p>\n
                  (a) with respect to which more than 60 days have elapsed since
\nthe date of the original invoice therefor;<\/p>\n
                  (b) with  respect to which any of the representations,
\nwarranties, covenants, and agreements contained in the Security Agreement are
\nincorrect or have been breached;<\/p>\n
                  (c) with respect to which Account (or any other Account due
\nfrom such Account Debtor), in whole or in part, two or more checks, promissory
\nnotes, drafts, trade acceptances or other instruments for the payment of money
\nhave been received, presented for payment and returned uncollected for any
\nreason within any six month period;<\/p>\n
                                   Annex – 9<\/p>\n
                  (d) which represents a progress billing (as hereinafter
\ndefined); for the purposes hereof, “progress billing” means any invoice for
\ngoods sold or leased or services rendered under a contract or agreement pursuant
\nto which the Account Debtor’s obligation to pay such invoice is conditioned upon
\na Borrower’s completion of any further performance under the contract or
\nagreement;<\/p>\n
                  (e) with respect to which any one or more of the following
\nevents has occurred to the Account Debtor on such Account: death or judicial
\ndeclaration of incompetency of an Account Debtor who is an individual; the
\nfiling by or against the Account Debtor of a request or petition for
\nliquidation, reorganization, arrangement, adjustment of debts, adjudication as a
\nbankrupt, winding-up, or other relief under the bankruptcy, insolvency, or
\nsimilar laws of the United States, any state or territory thereof, or any
\nforeign jurisdiction, now or hereafter in effect; the making of any general
\nassignment by the Account Debtor for the benefit of creditors; the appointment
\nof a receiver or trustee for the Account Debtor or for any of the assets of the
\nAccount Debtor, including, without limitation, the appointment of or taking
\npossession by a “custodian,” as defined in the Bankruptcy Code; the institution
\nby or against the Account Debtor of any other type of insolvency proceeding
\n(under the bankruptcy laws of the United States or otherwise) or of any formal
\nor informal proceeding for the dissolution or liquidation of, settlement of
\nclaims against, or winding up of affairs of, the Account Debtor; the sale,
\nassignment, or transfer of all or any material part of the assets of the Account
\nDebtor (unless the transferee is, in the Agent’s judgment, able to pay); the
\nnonpayment generally by the Account Debtor of its debts as they become due; or
\nthe cessation of the business of the Account Debtor as a going concern;<\/p>\n
                  (f) if fifty percent (50%) or more of the aggregate Dollar
\namount of outstanding Accounts owed at such time by the Account Debtor thereon
\nis classified as ineligible under CLAUSE (a) above;<\/p>\n
                  (g) owed by an Account Debtor which: (i) does not maintain its
\nchief executive office in the United States of America or Canada (other than the
\nProvince of Newfoundland); or (ii) is not organized under the laws of the United
\nStates of America or Canada or any state or province thereof; or (iii) is the
\ngovernment of any foreign country or sovereign state, or of any state, province,
\nmunicipality, or other political subdivision thereof, or of any department,
\nagency, public corporation, or other instrumentality thereof; except to the
\nextent that such Account is secured or payable by a letter of credit
\nsatisfactory to the Agent in its discretion;<\/p>\n
                  (h) owed by an Account Debtor which is an Affiliate or
\nemployee of Fleetwood or any of its Subsidiaries;<\/p>\n
                  (i) except as provided in CLAUSE (k) below, with respect to
\nwhich either the perfection, enforceability, or validity of the Agent’s Liens in
\nsuch Account, or the Agent’s right or ability to obtain direct payment to the
\nAgent of the proceeds of such Account, is governed by any federal, state, or
\nlocal statutory requirements other than those of the UCC;<\/p>\n
                  (j) owed by an Account Debtor to which Fleetwood or any of its
\nSubsidiaries, is indebted in any way, or which is subject to any right of setoff
\nor recoupment by the Account <\/p>\n
                                  Annex – 10<\/p>\n
Debtor, unless the Account Debtor has entered into an agreement acceptable to
\nthe Agent to waive setoff rights; or if the Account Debtor thereon has disputed
\nliability or made any claim with respect to any other Account due from such
\nAccount Debtor; but in each such case only to the extent of such indebtedness,
\nsetoff, recoupment, dispute, or claim;<\/p>\n
                  (k) owed by the government of the United States of America, or
\nany department, agency, public corporation, or other instrumentality thereof,
\nunless the Federal Assignment of Claims Act of 1940, as amended (31 U.S.C.
\nSection 3727 ET SEQ.), and any other steps necessary or desirable to perfect the
\nAgent’s Liens therein, have been complied with to the Agent’s satisfaction with
\nrespect to such Account;<\/p>\n
                  (l) owed by any state, municipality, or other political
\nsubdivision of the United States of America, or any department, agency, public
\ncorporation, or other instrumentality thereof and as to which the Agent
\ndetermines that its Lien therein is not or cannot be perfected;<\/p>\n
                  (m) which represents a sale on a bill-and-hold, guaranteed
\nsale, sale and return, sale on approval, consignment, or other repurchase or
\nreturn basis;<\/p>\n
                  (n) which is evidenced by a promissory note or other
\ninstrument or by chattel paper;<\/p>\n
                  (o) if the Agent believes, in the exercise of its reasonable
\ncommercial judgment,  that such Account may not be collected for any reason;<\/p>\n
                  (p) with respect to which the Account Debtor is located in any
\nstate requiring the filing of a Notice of Business Activities Report or similar
\nreport in order to permit a Borrower to seek judicial enforcement in such State
\nof payment of such Account, unless such Borrower has qualified to do business in
\nsuch state or has filed a Notice of Business Activities Report or equivalent
\nreport for the then current year;<\/p>\n
                  (q) which arises out of a sale not made in the ordinary course
\nof a Borrower’s business;<\/p>\n
                  (r) with respect to which the goods giving rise to such
\nAccount have not been shipped and delivered to and accepted by the Account
\nDebtor or the services giving rise to such Account have not been performed by a
\nBorrower, and, if applicable, accepted by the Account Debtor, or the Account
\nDebtor revokes its acceptance of such goods or services;<\/p>\n
                  (s) owed by an Account Debtor which is obligated to FMC, FRC
\nor Fleetwood, as applicable respecting Accounts the aggregate unpaid balance of
\nwhich exceeds ten percent (10%) of the aggregate unpaid balance of all Accounts
\nowed to FMC, FRC or Fleetwood, as applicable at such time by all of the Account
\nDebtors, but only to the extent of such excess;<\/p>\n
                  (t) which is not subject to a first priority and perfected
\nsecurity interest securing the Revolving Loans in favor of the Agent for the
\nbenefit of the Lenders; and<\/p>\n
                                      Annex – 11<\/p>\n
                  (u) an Account representing a dealer rebate or other sales
\nprogram accrual.<\/p>\n
If any Account at any time ceases to be an Eligible Account, then such Account
\nshall promptly be excluded from the calculation of Eligible Accounts.<\/p>\n
                  “ELIGIBLE ASSIGNEE” means (a) a commercial bank, commercial
\nfinance company or other asset based lender, having total assets in excess of
\n$1,000,000,000; (b) any Lender listed on the signature page of this Agreement;
\n(c) any Affiliate of any Lender; and (d) if an Event of Default has occurred and
\nis continuing, any Person reasonably acceptable to the Agent.<\/p>\n
                  “ELIGIBLE EQUIPMENT” means the Equipment of FMC constituting
\nPP&E Subfacility Assets which the Agent in the exercise of its reasonable
\ncommercial discretion determines to the Eligible Equipment. Without limiting the
\ndiscretion of the Agent to establish other criteria of ineligibility, Eligible
\nEquipment shall not, unless the Agent in its sole discretion elects (which
\ndiscretion cannot be exercised without the consent of Majority Lenders), include
\nany Equipment:<\/p>\n
                  (a) that is not owned by FMC;<\/p>\n
                  (b) that is not subject to the Agent’s Liens, which are first
\npriority and perfected as to such Equipment, or that are subject to any other
\nLien whatsoever (other than the Liens securing the Term Loans and the Liens
\ndescribed in CLAUSES (a) OR (d) of the definition of Permitted Liens PROVIDED
\nthat all such Liens are (i) junior in priority to the Agent’s Liens or subject
\nto Reserves and (ii) do not impair directly or indirectly the ability of the
\nAgent to realize on or obtain the full benefit of the Collateral);<\/p>\n
                  (c) that is not in good condition, ordinary wear and tear
\nexcepted, is unmerchantable or does not meet in all material respects all
\nstandards of any Governmental Authority having regulatory authority over such
\nEquipment, its use or sale;<\/p>\n
                  (d) that has not been appraised by an appraiser satisfactory
\nto the Agent;<\/p>\n
                  (e) that is located outside the United States;<\/p>\n
                  (f) that is in a facility leased by a Borrower (as landlord or
\ntenant) if the tenant or lessor, as the case may be, has not delivered to the
\nAgent a subordination or landlord agreement in form and substance satisfactory
\nto the Agent or if a Reserve for rents has not been established; or<\/p>\n
                  (g) that is owned by Fleetwood Folding Trailer.<\/p>\n
If any Equipment at any time ceases to be Eligible Equipment, such Equipment
\nshall promptly be excluded from the calculation of Eligible Equipment.<\/p>\n
                  “ELIGIBLE INVENTORY” means, with respect to FMC or FRC, as
\napplicable, Inventory, which the Agent, in its reasonable commercial discretion,
\ndetermines to be Eligible Inventory. Without limiting the discretion of the
\nAgent to establish other criteria of ineligibility, <\/p>\n
                                      Annex – 12<\/p>\n
Eligible Inventory shall not, unless the Agent in its sole discretion elects
\n(which discretion cannot be exercised without the consent of the Majority
\nLenders), include any Inventory:<\/p>\n
                  (a) that is not owned by the applicable Borrower;<\/p>\n
                  (b) that is not subject to the Agent’s Liens, which are
\nperfected as to such Inventory, or that are subject to any other Lien whatsoever
\n(other than the Liens described in CLAUSES (a) OR (d) of the definition of
\nPermitted Liens PROVIDED that such Permitted Liens (i) are junior in priority to
\nthe Agent’s Liens or subject to Reserves and (ii) do not impair directly or
\nindirectly the ability of the Agent to realize on or obtain the full benefit of
\nthe Collateral);<\/p>\n
                  (c) that does not consist of finished goods or raw materials;<\/p>\n
                  (d) that consists of work-in-process, chemicals, samples,
\nprototypes, supplies, or packing and shipping materials;<\/p>\n
                  (e) that is not in good condition, is defective or
\nunmerchantable, or does not meet all standards imposed by any Governmental
\nAuthority having regulatory authority over such goods, their use or sale;<\/p>\n
                  (f) that is obsolete;<\/p>\n
                  (g) that is located  outside the United  States of America (or
\nthat is in-transit from vendors or suppliers);<\/p>\n
                  (h) that is located in a public warehouse or in possession of
\na bailee or in a facility leased by the Borrower, if the warehouseman, the
\nbailee or the lessor has not delivered to the Agent, a subordination or landlord
\nagreement in form and substance satisfactory to the Agent or if a Reserve for
\nrents or storage charges has not been established for Inventory at that
\nlocation;<\/p>\n
                  (i) that contains or bears any Proprietary Rights licensed to
\na Borrower by any Person, if the Agent is not satisfied that it may sell or
\notherwise dispose of such Inventory in accordance with the terms of the Security
\nAgreement and SECTION 9.2 without infringing the rights of the licensor of such
\nProprietary Rights or violating any contract with such licensor (and without
\npayment of any royalties other than any royalties due with respect to the sale
\nor disposition of such Inventory pursuant to the existing license agreement),
\nand as to which the applicable Borrower has not delivered to the Agent a consent
\nor sublicense agreement from such licensor in form and substance acceptable to
\nthe Agent if requested;<\/p>\n
                  (j) that is not reflected in the details of a current
\ninventory report delivered to the Agent; or<\/p>\n
                  (k) that is Inventory placed on consignment, including any
\nInventory transferred to ADI.<\/p>\n
If any Inventory at any time ceases to be Eligible Inventory, such Inventory
\nshall promptly be excluded from the calculation of Eligible Inventory.<\/p>\n
                                      Annex – 13<\/p>\n
                  “ELIGIBLE REAL ESTATE” means the Real Estate of FMC and
\nFleetwood constituting PP&E Subfacility Assets which the Agent in the exercise
\nof its reasonable commercial discretion determines to be Eligible Real Estate.
\nWithout limiting the discretion of the Agent to establish other criteria of
\nineligibility, Eligible Real Estate shall not, unless the Agent in its sole
\ndiscretion elects (which discretion cannot be exercised without the consent of
\nMajority Lenders), include any Real Estate:<\/p>\n
                  (a) that is not owned in fee simple by FMC or Fleetwood and
\nlisted on SCHEDULE B, hereto;<\/p>\n
                  (b) that is not subject to a recorded Mortgage which creates a
\nfirst priority Lien to secure the Revolving Loans or that are subject to any
\nother Lien whatsoever (other than the Liens securing the Term Loans and the
\nLiens described in CLAUSES (a), (d) OR (e) of the definition of Permitted Liens
\nPROVIDED that all such Liens are (i) junior in priority to the Agent’s Liens
\nsecuring the Revolving Loans or subject to Reserves and (ii) do not impair
\ndirectly or indirectly the ability of the Agent to realize on or obtain the full
\nbenefit of the Collateral);<\/p>\n
                  (c) that is not marketable;<\/p>\n
                  (d) that has not been appraised by an appraiser satisfactory
\nto the Agent;<\/p>\n
                  (e) that is located outside the United States; or<\/p>\n
                  (f) that is subject to a lease or sublease in favor of any
\nPerson if the tenant subtenant, as the case may be, has not delivered to the
\nAgent a subordination and attornment agreement in form and substance
\nsatisfactory to the Agent.<\/p>\n
If any Real Estate at any time ceases to be Eligible Real Estate, such Real
\nEstate shall promptly be excluded from the calculation of Eligible Real Estate.<\/p>\n
                  “ENVIRONMENTAL CLAIMS” means all claims, however asserted, by
\nany Governmental Authority or other Person alleging potential liability or
\nresponsibility for violation of any Environmental Law, or for a Release or
\ninjury to the environment.<\/p>\n
                  “ENVIRONMENTAL COMPLIANCE RESERVE” means any reserve which the
\nAgent establishes in its reasonable discretion after prior written notice to the
\nBorrowers from time to time for amounts that are reasonably likely to be
\nexpended by Fleetwood or any of its Subsidiaries in order for such Person and
\nits operations and property (a) to comply with any notice from a Governmental
\nAuthority asserting material non-compliance with Environmental Laws, or (b) to
\ncorrect any such material non-compliance identified in a report delivered to the
\nAgent and the Lenders pursuant to SECTION 7.7.<\/p>\n
                  “ENVIRONMENTAL LAWS” means all federal, state or local laws,
\nstatutes, common law duties, rules, regulations, ordinances and codes, together
\nwith all administrative orders, directed duties, licenses, authorizations and
\npermits of, and agreements with, any Governmental Authority, in each case
\nrelating to environmental, health, safety and land use matters.<\/p>\n
                                      Annex – 14<\/p>\n
                  “ENVIRONMENTAL LIEN” means a Lien in favor of any Governmental
\nAuthority for (a) any liability under Environmental Laws, or (b) damages arising
\nfrom, or costs incurred by such Governmental Authority in response to, a Release
\nor threatened Release of a Contaminant into the environment.<\/p>\n
                  “EQUIPMENT” means, with respect to any Person, all of such
\nPerson’s now owned and hereafter acquired machinery, equipment, furniture,
\nfurnishings, fixtures, and other tangible personal property (except Inventory),
\nincluding embedded software, motor vehicles with respect to which a certificate
\nof title has been issued, aircraft, dies, tools, jigs, molds and office
\nequipment, as well as all of such types of property leased by such Person and
\nall of such Person’s rights and interests with respect thereto under such leases
\n(including, without limitation, options to purchase); together with all present
\nand future additions and accessions thereto, replacements therefor, component
\nand auxiliary parts and supplies used or to be used in connection therewith, and
\nall substitutes for any of the foregoing, and all manuals, drawings,
\ninstructions, warranties and rights with respect thereto; wherever any of the
\nforegoing is located.<\/p>\n
                  “ERISA” means the Employee Retirement Income Security Act of
\n1974, and regulations promulgated thereunder.<\/p>\n
                  “ERISA AFFILIATE” means any trade or business (whether or not
\nincorporated) under common control with Fleetwood or any of its Subsidiaries
\nwithin the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and
\n(o) of the Code for purposes of provisions relating to Section 412 of the Code).<\/p>\n
                  “ERISA EVENT” means (a) a Reportable Event with respect to a
\nPension Plan, (b) a withdrawal by Fleetwood or any ERISA Affiliate from a
\nPension Plan subject to Section 4063 of ERISA during a plan year in which it was
\na substantial employer (as defined in Section 4001(a)(2) of ERISA) or a
\ncessation of operations which is treated as such a withdrawal under Section
\n4062(e) of ERISA, (c) a complete or partial withdrawal by Fleetwood or any ERISA
\nAffiliate from a Multi-employer Plan or notification that a Multi-employer Plan
\nis in reorganization, (d) the filing of a notice of intent to terminate, the
\ntreatment of a Plan amendment as a termination under Section 4041 or 4041A of
\nERISA, or the commencement of proceedings by the PBGC to terminate a Pension
\nPlan or Multi-employer Plan, (e) the occurrence of an event or condition which
\nmight reasonably be expected to constitute grounds under Section 4042 of ERISA
\nfor the termination of, or the appointment of a trustee to administer, any
\nPension Plan or Multi-employer Plan, or (f) the imposition of any liability
\nunder Title IV of ERISA, other than for PBGC premiums due but not delinquent
\nunder Section 4007 of ERISA, upon Fleetwood or any ERISA Affiliate.<\/p>\n
                  “EVENT OF DEFAULT” has the meaning specified in SECTION 9.1.<\/p>\n
                  “EXCHANGE ACT” means the Securities Exchange Act of 1934 and
\nthe rules and regulations promulgated thereunder.<\/p>\n
                  “EXCLUDED RETAIL SUBSIDIARY” means each direct and indirect
\nSubsidiary of FRC which is a retailer of manufactured housing products and is
\neither (i) listed on SCHEDULE 1.3 to the <\/p>\n
                                      Annex – 15<\/p>\n
Agreement; (ii) formed or acquired by Fleetwood or any direct or indirect
\nSubsidiary of FRC after the Closing Date; or (iii) a Released FRC Borrower.<\/p>\n
                  “EXCLUDED SUBSIDIARIES” means, collectively, Finance Co.,
\nFleetwood Trust, Fleetwood Foreign Sales Corp., a U.S. Virgin Islands
\ncorporation, Gibraltar Insurance Company Ltd., a Bermuda corporation, Paramount
\nInsurance Company, Ltd., a Bermuda corporation, National Home Shield Insurance
\nAgency, Inc., Home Sentry Insurance Agency of Alabama, Inc., Shaffer & Webb
\nInsurance Agency, Inc., the Inactive Subsidiaries, the Excluded Retail
\nSubsidiaries and any other Subsidiary of Fleetwood acquired or formed after the
\nClosing Date.<\/p>\n
                  “FDIC” means the Federal Deposit Insurance Corporation, and
\nany Governmental Authority succeeding to any of its principal functions.<\/p>\n
                  “FEDERAL FUNDS RATE” means, for any day, the rate per annum
\n(rounded upwards, if necessary, to the nearest 1\/100 of 1%) equal to the
\nweighted average of the rates on overnight Federal funds transactions with
\nmembers of the Federal Reserve System arranged by Federal funds brokers on such
\nday, as published by the Federal Reserve Bank of New York on the Business Day
\nnext succeeding such day; PROVIDED that (a) if such day is not a Business Day,
\nthe Federal Funds Rate for such day shall be such rate on such transactions on
\nthe next preceding Business Day as so published on the next succeeding Business
\nDay, and (b) if no such rate is so published on such next succeeding Business
\nDay, the Federal Funds Rate for such day shall be the average rate charged to
\nthe Bank on such day on such transactions as determined by the Agent.<\/p>\n
                  “FEDERAL RESERVE BOARD” means the Board of Governors of the
\nFederal Reserve System or any successor thereto.<\/p>\n
                  “FEE LETTERS” means the Agent Fee Letter and the separate fee
\nletters dated July 27, 2001, between the Agent and each of the Lenders.<\/p>\n
                  “FINANCE CO.” means Home One Credit Corp., a wholly-owned
\nSubsidiary, which has entered into, or may enter into, one or more joint
\nventures to provide financing to customers of FRC and its Subsidiaries.<\/p>\n
                  “FINANCIAL STATEMENTS” means, according to the context in
\nwhich it is used, the financial statements referred to in SECTIONS 5.2 AND 6.6
\nor any other financial statements required to be given to the Lenders pursuant
\nto this Agreement.<\/p>\n
                  “FISCAL QUARTER” means any fiscal quarter of any Fiscal Year.<\/p>\n
                  “FISCAL YEAR” means Fleetwood’s fiscal year for financial
\naccounting purposes, which currently ends on the last Sunday in April. The
\ncurrent Fiscal Year of Fleetwood will end on April 28, 2002.<\/p>\n
                  “FIXED ASSETS” means, as to any Person, the Equipment and Real
\nEstate of such Person.<\/p>\n
                                      Annex – 16<\/p>\n
                  “FIXED CHARGE COVERAGE RATIO” means, with respect to any
\nfiscal period, the ratio of EBITDA to Fixed Charges.<\/p>\n
                  “FIXED CHARGES” means, with respect to any fiscal period of
\nFleetwood on a consolidated basis, without duplication, (a) interest expense
\npaid in cash; (b) Capital Expenditures (excluding Capital Expenditures funded
\nwith Debt other than Revolving Loans); (c) scheduled principal payments of Debt;
\n(d) Federal, state, local and foreign income taxes paid in cash, excluding (i)
\ndeferred taxes and (ii) taxes paid as a result of any gain recognized in
\nconnection with the Subordinated Debt Exchange; (e) Distributions paid in cash
\nby Fleetwood or the Fleetwood Trust; and (f) without duplication of clause (e),
\npayments made in cash on the Subordinated Debentures.<\/p>\n
                  “FLEETWOOD” has the meaning given such term in the preamble.<\/p>\n
                  “FLEETWOOD CANADA” means Fleetwood Canada Ltd., an Ontario
\ncorporation.<\/p>\n
                  “FLEETWOOD FOLDING TRAILER” means Fleetwood Folding Trailers,
\nInc., a Delaware corporation.<\/p>\n
                  “FLEETWOOD TRUST” means either or both (as the context
\nrequires) Fleetwood Capital Trust and Fleetwood Capital Trust II, each a
\nbusiness trust organized under the laws of the State of Delaware, whose sole
\nassets consist of the Subordinated Debt.<\/p>\n
                  “FLOOR PLAN DEBT” means Debt of an Excluded Retail Subsidiary
\nto a Floor Plan Lender, which shall be on terms and conditions satisfactory to
\nthe Agent and the Majority Lenders.<\/p>\n
                  “FLOOR PLAN LENDER” means Conseco Finance Servicing Corp. and
\nany other lender of Floor Plan Debt acceptable to the Agent and the Majority
\nLenders.<\/p>\n
                  “FMC” means, collectively and jointly and severally, the FMC
\nBorrowers.<\/p>\n
                  “FMC BORROWERS” means each of the following in their
\ncapacities as Borrowers: Holdings, Fleetwood Homes of Arizona, Inc., an Arizona
\ncorporation, Fleetwood Homes of California, Inc., a California corporation,
\nFleetwood Homes of Florida, Inc., a Florida corporation, Fleetwood Homes of
\nGeorgia, Inc., a Georgia corporation, Fleetwood Homes of Idaho, Inc., an Idaho
\ncorporation, Fleetwood Homes of Indiana, Inc., an Indiana corporation, Fleetwood
\nHomes of Kentucky, Inc., a Kentucky corporation, Fleetwood Homes of North
\nCarolina, Inc., a North Carolina corporation, Fleetwood Homes of Oregon, Inc.,
\nan Oregon corporation, Fleetwood Homes of Pennsylvania, Inc., a Pennsylvania
\ncorporation, Fleetwood Homes of Tennessee, Inc., a Tennessee corporation,
\nFleetwood Homes of Texas, L.P., a Texas limited partnership, Fleetwood Homes of
\nVirginia, Inc., a Virginia corporation, Fleetwood Homes of Washington, Inc., a
\nWashington corporation, Fleetwood Motor Homes of California, Inc., a California
\ncorporation, Fleetwood Motor Homes of Indiana, Inc., an Indiana corporation,
\nFleetwood Motor Homes of Pennsylvania, Inc., a Pennsylvania corporation,
\nFleetwood Travel Trailers of California, Inc., a California corporation,
\nFleetwood Travel Trailers of Indiana, Inc., an Indiana corporation, Fleetwood
\nTravel Trailers of Kentucky, Inc., a Kentucky corporation, Fleetwood Travel
\nTrailers of Maryland, Inc., a Maryland corporation, Fleetwood Travel Trailers<\/p>\n
                                      Annex – 17<\/p>\n
of Ohio, Inc., an Ohio corporation, Fleetwood Travel Trailers of Oregon, Inc.,
\nan Oregon corporation, Fleetwood Travel Trailers of Texas, Inc., a Texas
\ncorporation, Fleetwood Folding Trailers, Gold Shield, Inc., a California
\ncorporation, Gold Shield of Indiana, Inc., an Indiana corporation, Hauser Lake
\nLumber Operation, Inc., an Idaho corporation, Continental Lumber Products, Inc.,
\na California corporation, Fleetwood General Partner of Texas, Inc., a Delaware
\ncorporation, Fleetwood Homes Investment, Inc., a California corporation, and
\ntheir permitted successors and assigns.<\/p>\n
                  “FMC GUARANTY” means the Guaranty dated as of the Closing Date
\nfrom FMC to the Agent, for its benefit and the benefit of the Lenders.<\/p>\n
                  “FRC” means, collectively and jointly and severally, the FRC
\nBorrowers.<\/p>\n
                  “FRC BORROWERS” means each of the following in their
\ncapacities as Borrowers: Retail, Fleetwood Retail Corp. of California, a
\nCalifornia corporation,  Fleetwood Retail Corp. of Idaho, an Idaho corporation,
\nFleetwood Retail Corp. of Kentucky, a Kentucky corporation, Fleetwood Retail
\nCorp. of Mississippi, a Mississippi corporation, Fleetwood Retail Corp. of North
\nCarolina, a North Carolina corporation, Fleetwood Retail Corp. of Oregon, an
\nOregon corporation, and Fleetwood Retail Corp. of Virginia, a Virginia
\ncorporation and any other Subsidiary of Retail which becomes a Borrower
\nhereunder in accordance with SECTION 7.28, and their permitted successors and
\nassigns.<\/p>\n
                  “FRC BORROWER RELEASE” has the meaning specified in SECTION
\n3.11.<\/p>\n
                  “FRC GUARANTY” means the Guaranty dated as of the Closing Date
\nfrom FRC to the Agent, for its benefit and the benefit of the Lenders.<\/p>\n
                  “FUNDING DATE” means the date on which a Borrowing occurs.<\/p>\n
                  “GAAP” means generally accepted accounting principles and
\npractices set forth from time to time in the opinions and pronouncements of the
\nAccounting Principles Board and the American Institute of Certified Public
\nAccountants and statements and pronouncements of the Financial Accounting
\nStandards Board (or agencies with similar functions of comparable stature and
\nauthority within the U.S. accounting profession), which are applicable to the
\ncircumstances as of the Closing Date.<\/p>\n
                  “GENERAL INTANGIBLES” means, with respect to any Person all of
\nsuch Person’s now owned or hereafter acquired general intangibles, choses in
\naction and causes of action and all other intangible personal property of such
\nPerson of every kind and nature (other than Accounts), including, without
\nlimitation, all contract rights, payment intangibles, Proprietary Rights,
\ncorporate or other business records, inventions, designs, blueprints, plans,
\nspecifications, patents, patent applications, trademarks, service marks, trade
\nnames, trade secrets, goodwill, copyrights, computer software, customer lists,
\nregistrations, licenses, franchises, tax refund claims, any funds which may
\nbecome due to such Person in connection with the termination of any Plan or
\nother employee benefit plan or any rights thereto and any other amounts payable
\nto such Person from any Plan or other employee benefit plan, rights and claims
\nagainst carriers and shippers, rights to indemnification, business interruption
\ninsurance and proceeds thereof, property, casualty or any similar type of
\ninsurance and any proceeds thereof, proceeds of insurance<\/p>\n
                                      Annex – 18<\/p>\n
covering the lives of key employees on which such Person is beneficiary, rights
\nto receive dividends, distributions, cash, Instruments and other property in
\nrespect of or in exchange for pledged equity interests or Investment Property
\nand any letter of credit, guarantee, claim, security interest or other security
\nheld by or granted to such Person.<\/p>\n
                  “GOVERNMENTAL AUTHORITY” means any nation or government, any
\nstate or other political subdivision thereof, any central bank (or similar
\nmonetary or regulatory authority) thereof, any entity exercising executive,
\nlegislative, judicial, regulatory or administrative functions of or pertaining
\nto government, and any corporation or other entity owned or controlled, through
\nstock or capital ownership or otherwise, by any of the foregoing.<\/p>\n
                  “GUARANTORS” means, collectively, Fleetwood, Fleetwood Canada,
\nBuckingham Development Co., a California corporation, and Fleetwood
\nInternational Inc., a California corporation, and any Subsidiary of Fleetwood
\nwhich becomes a Guarantor in accordance with the requirements of this Agreement.<\/p>\n
                  “GUARANTY” means, with respect to any Person, all obligations
\nof such Person which in any manner directly or indirectly guarantee or assure,
\nor in effect guarantee or assure, the payment or performance of any
\nindebtedness, dividend or other obligations of any other Person (the “guaranteed
\nobligations”), or assure or in effect assure the holder of the guaranteed
\nobligations against loss in respect thereof, including any such obligations
\nincurred through an agreement, contingent or otherwise: (a) to purchase the
\nguaranteed obligations or any property constituting security therefor; (b) to
\nadvance or supply funds for the purchase or payment of the guaranteed
\nobligations or to maintain a working capital or other balance sheet condition;
\nor (c) to lease property or to purchase any debt or equity securities or other
\nproperty or services.<\/p>\n
                  “HEDGE AGREEMENT” means, with respect to any Person, any and
\nall transactions, agreements or documents now existing or hereafter entered
\ninto, which provide for an interest rate, credit, commodity or equity swap, cap,
\nfloor, collar, forward foreign exchange transaction, currency swap, cross
\ncurrency rate swap, currency option, or any combination of, or option with
\nrespect to, these or similar transactions, for the purpose of hedging such
\nPerson’s exposure to fluctuations in interest or exchange rates, loan, credit
\nexchange, security or currency valuations or commodity prices.<\/p>\n
                  “HOLDINGS” has the meaning given such term in the preamble.<\/p>\n
                  “IDENTIFIED SUBSIDIARY” means that Subsidiary identified in
\nthe side letter dated July 27, 2001 from Fleetwood to the Agent.<\/p>\n
                  “INACTIVE SUBSIDIARIES” means, collectively, Expression Homes
\nCorporation, a Delaware corporation, Fleetwood Homes of Alabama, Inc., an
\nAlabama corporation, North River Homes, Inc., an Alabama corporation, Fleetwood
\nHomes of Mississippi, Inc., a Mississippi corporation, Fleetwood Homes of
\nOklahoma, Inc., an Oklahoma corporation, Fleetwood Travel Trailers of Nebraska,
\nInc., a Nebraska corporation, Fleetwood Travel Trailers of Virginia, Inc., a
\nVirginia corporation, Fleetwood Retail Investment Corp., a California
\ncorporation, C.V. Aluminum, Inc., a California corporation, Fleetwood Holidays,
\nInc., a Florida corporation, <\/p>\n
                                      Annex – 19<\/p>\n
Fleetwood Recreational Vehicles of Michigan, Inc., a Michigan corporation and
\nGSF Installation Co., a California corporation.<\/p>\n
                 “INITIAL FUNDING DATE” shall mean the date of the funding of
\nthe Term Loans and the initial Revolving Loans hereunder.<\/p>\n
                  “INSTRUMENTS” means, with respect to any Person, all
\ninstruments as such term is defined in the UCC, now owned or hereafter acquired
\nby such Person.<\/p>\n
                  “INTERCREDITOR AGREEMENT” means the Intercreditor Agreement
\ndated as of the Closing Date between Conseco Financing Servicing Corp. and the
\nAgent, as it may be amended, supplemented or otherwise modified from time to
\ntime with the consent of the Majority Lenders, and any other intercreditor
\nagreement with any other Floor Plan Lender entered into by the Agent, with the
\nconsent of the Majority Lenders.<\/p>\n
                  “INTEREST PERIOD” means, as to any LIBOR Rate Loan, the period
\ncommencing on the Funding Date of such Loan or on the Continuation\/Conversion
\nDate on which the Loan is converted into or continued as a LIBOR Rate Loan, and
\nending on the date one, two, three or six months thereafter as selected by the
\nBorrower in its Notice of Borrowing, in the form attached hereto as EXHIBIT D,
\nor Notice of Continuation\/Conversion, in the form attached hereto as EXHIBIT E,
\nPROVIDED that:<\/p>\n
                  (a) if any Interest Period would otherwise end on a day that
\n         is not a Business Day, that Interest Period shall be extended to the
\n         following Business Day unless the result of such extension would be to
\n         carry such Interest Period into another calendar month, in which event
\n         such Interest Period shall end on the preceding Business Day;<\/p>\n
                  (b) any Interest Period pertaining to a LIBOR Rate Loan that
\n         begins on the last Business Day of a calendar month (or on a day for
\n         which there is no numerically corresponding day in the calendar month
\n         at the end of such Interest Period) shall end on the last Business Day
\n         of the calendar month at the end of such Interest Period; and<\/p>\n
                  (c) no Interest Period shall extend beyond the Stated
\nTermination Date.<\/p>\n
                  “INTEREST RATE” means each or any of the interest rates,
\nincluding the Default Rate, set forth in SECTION 2.1.<\/p>\n
                  “INVENTORY” means, with respect to any Person, all of such
\nPerson’s now owned and hereafter acquired inventory, goods and merchandise,
\nwherever located, to be furnished under any contract of service or held for sale
\nor lease, all returned goods, raw materials, work-in-process, finished goods
\n(including embedded software), other materials and supplies of any kind, nature
\nor description which are used or consumed in such Person’s business or used in
\nconnection with the packing, shipping, advertising, selling or finishing of such
\ngoods, merchandise, and all documents of title or other Documents representing
\nthem.<\/p>\n
                  “INVESTMENT PROPERTY” means, with respect to any Person, all
\nof such Person’s right title and interest in and to any and all: (a) securities
\nwhether certificated or uncertificated; <\/p>\n
                                      Annex – 20<\/p>\n
(b) securities entitlements; (c) securities accounts; (d) commodity contracts;
\nor (e) commodity accounts.<\/p>\n
                  “IRS” means the Internal Revenue Service and any Governmental
\nAuthority succeeding to any of its principal functions under the Code.<\/p>\n
                  “LATEST PROJECTIONS” means: (a) on the Closing Date and
\nthereafter until the Agent receives new projections pursuant to SECTION 5.2(f),
\nthe projections of the financial condition, results of operations, and cash
\nflows of Fleetwood and its Subsidiaries, for the period commencing on April 2001
\nand ending on April 2003 and delivered to the Agent and the Lenders prior to the
\nClosing Date; and (b) thereafter, the projections most recently received by the
\nAgent pursuant to SECTION 5.2(f).<\/p>\n
                  “LENDER” and “LENDERS” have the meanings specified in the
\nintroductory paragraph hereof and shall include any Revolving Credit Lender and
\nTerm Lender and the Agent to the extent of any Agent Advance outstanding and the
\nBank to the extent of any Non-Ratable Loan outstanding; PROVIDED that no such
\nAgent Advance or Non-Ratable Loan shall be taken into account in determining any
\nLender’s Pro Rata Share.<\/p>\n
                  “LETTER OF CREDIT” has the meaning specified in SECTION
\n1.4(a).<\/p>\n
                  “LETTER OF CREDIT FEE” has the meaning specified in SECTION
\n2.6.<\/p>\n
                  “LETTER OF CREDIT ISSUER” means the Bank, any Affiliate of the
\nBank or any other financial institution that issues any Letter of Credit
\npursuant to this Agreement.<\/p>\n
                  “LIBOR RATE” means, for any Interest Period, with respect to
\nLIBOR Rate Loans, the rate of interest per annum determined pursuant to the
\nfollowing formula:<\/p>\n
                  LIBOR Rate  =               Offshore Base Rate
\n                                 ———————————————-
\n                                     1.00 – Eurodollar Reserve Percentage<\/p>\n
                  Where,<\/p>\n
                           “OFFSHORE BASE RATE” means the rate per annum
\n         appearing on Telerate Page 3750 (or any successor page) as the London
\n         interbank offered rate for deposits in Dollars at approximately 11:00
\n         a.m. (London time) two Business Days prior to the first day of such
\n         Interest Period for a term comparable to such Interest Period. If for
\n         any reason such rate is not available, the Offshore Base Rate shall be,
\n         for any Interest Period, the rate per annum appearing on Reuters Screen
\n         LIBO Page as the London interbank offered rate for deposits in Dollars
\n         at approximately 11:00 a.m. (London time) two Business Days prior to
\n         the first day of such Interest Period for a term comparable to such
\n         Interest Period; PROVIDED, HOWEVER, if more than one rate is specified
\n         on Reuters Screen LIBO Page, the applicable rate shall be the
\n         arithmetic mean of all such rates. If for any reason none of the
\n         foregoing rates is available, the Offshore Base Rate shall be, for any
\n         Interest Period, the rate per annum determined by the Agent as the rate
\n         of interest at which dollar deposits in the approximate amount of the
\n         LIBOR Rate Loan comprising part of such Borrowing would be offered by
\n         the Bank’s London Branch to major banks in the offshore dollar market
\n         at their request at or about 11:00 a.m. (London time) two <\/p>\n
                                      Annex – 21<\/p>\n
         Business Days prior to the first day of such Interest Period for a
\n         term comparable to such Interest Period.<\/p>\n
                           “EURODOLLAR RESERVE PERCENTAGE” means, for any day
\n         during any Interest Period, the reserve percentage (expressed as a
\n         decimal, rounded upward to the next 1\/100th of 1%) in effect on such
\n         day applicable to member banks under regulations issued from time to
\n         time by the Federal Reserve Board for determining the maximum reserve
\n         requirement (including any emergency, supplemental or other marginal
\n         reserve requirement) with respect to Eurocurrency funding (currently
\n         referred to as “EUROCURRENCY LIABILITIES”). The Offshore Rate for each
\n         outstanding LIBOR Rate Loan shall be adjusted automatically as of the
\n         effective date of any change in the Eurodollar Reserve Percentage.<\/p>\n
                  “LIBOR RATE LOAN” means a Revolving  Loan during any period
\nin which it bears interest based on the LIBOR Rate.<\/p>\n
                  “LIEN” means: (a) any interest in property securing an
\nobligation owed to, or a claim by, a Person other than the owner of the
\nproperty, whether such interest is based on the common law, statute, or
\ncontract, and including a security interest, charge, claim, or lien arising from
\na mortgage, deed of trust, encumbrance, pledge, hypothecation, assignment,
\ndeposit arrangement, agreement, security agreement, conditional sale or trust
\nreceipt or a lease, consignment or bailment for security purposes; (b) to the
\nextent not included under CLAUSE (a), any reservation, exception, encroachment,
\neasement, right-of-way, covenant, condition, restriction, lease or other title
\nexception or encumbrance affecting property; and (c) any contingent or other
\nagreement to provide any of the foregoing.<\/p>\n
                  “LIQUIDITY” means, for any calendar month, the sum of (a) the
\naverage daily Aggregate Availability during such calendar month PLUS (b) the
\naverage daily Qualified Cash Equivalents.<\/p>\n
                  “LOAN ACCOUNT” means, as applicable the loan account of FMC or
\nFRC, each of which accounts shall be maintained by the Agent.<\/p>\n
                  “LOAN DOCUMENTS” means this Agreement, the Revolving Notes,
\nthe Term Loan Notes, the Patent and Trademark Agreements, the Copyright Security
\nAgreement, the Security Agreement, the Canadian Security Agreement, the Pledge
\nAgreement, the Mortgages, the Parent Guaranty, FMC Guaranty, the FRC Guaranty,
\nthe Subsidiary Guaranty, the Contribution Agreement, the Intercreditor
\nAgreement, any Hedge Agreement entered into with a Lender and any other
\nagreements, instruments, and documents heretofore, now or hereafter evidencing,
\nsecuring, guaranteeing or otherwise relating to the Obligations, the Collateral,
\nor any other aspect of the transactions contemplated by this Agreement.<\/p>\n
                  “LOAN PARTIES” means collectively, the Borrowers and the
\nGuarantors.<\/p>\n
                  “LOANS” means, collectively, all loans and advances provided
\nfor in ARTICLE 1.<\/p>\n
                  “MAJORITY  LENDERS” means at any date of determination
\nLenders whose Pro Rata Shares aggregate more than 50%.<\/p>\n
                                      Annex – 22<\/p>\n
                  “MAJORITY REVOLVING LENDERS” means at any time Revolving
\nCredit Lenders whose Pro Rata Shares aggregate more than 50%.<\/p>\n
                  “MAJORITY TERM LENDERS” means at any time Term Lenders whose
\nPro Rata Shares aggregate more than 50%.<\/p>\n
                  “MARGIN STOCK” means “margin stock” as such term is defined in
\nRegulation T, U or X of the Federal Reserve Board.<\/p>\n
                  “MATERIAL ADVERSE EFFECT” means (a) a material adverse change
\nin, or a material adverse effect upon, the operations, business, properties, or
\ncondition (financial or otherwise) of Fleetwood and its Subsidiaries, taken as a
\nwhole, (b) a material impairment of the ability of a Borrower or any Affiliate
\nof a Borrower to perform under any Loan Document to which it is a party; or (c)
\na material adverse effect upon the legality, validity, binding effect or
\nenforceability against any Loan Party of any Loan Document to which it is a
\nparty.<\/p>\n
                  “MATERIAL CONTRACTS” means the agreements, contracts and other
\ndocuments that are material to Fleetwood and its Subsidiaries.<\/p>\n
                  “MAXIMUM INVENTORY LOAN AMOUNT” means $100,000,000 for both of
\nFMC and FRC combined.<\/p>\n
                  “MAXIMUM PP&E LOAN AMOUNT” means $30,000,000, reducing on the
\nfirst day of each Fiscal Quarter commencing November 1, 2001 by an amount equal
\nto $1,500,000, and as further reduced from time to time pursuant to SECTION
\n3.4(a).<\/p>\n
                  “MAXIMUM RATE” has the meaning specified in SECTION 2.3.<\/p>\n
                  “MAXIMUM REVOLVER AMOUNT” means $230,000,000.<\/p>\n
                  “MORTGAGES” means and includes any and all of the mortgages,
\ndeeds of trust, deeds to secure debt, assignments and other instruments executed
\nand delivered by any Loan Party to or for the benefit of the Agent by which the
\nAgent, on behalf of the Lenders, acquires a Lien on the Real Estate or a
\ncollateral assignment of a Loan Party’s interest under leases of Real Estate,
\nand all amendments, modifications and supplements thereto.<\/p>\n
                  “MULTI-EMPLOYER PLAN” means a “multi-employer plan” as defined
\nin Section 4001(a)(3) of ERISA which is or was at any time during the current
\nyear or the immediately preceding six (6) years contributed to by Fleetwood or
\nany ERISA Affiliate.<\/p>\n
                  “NET AMOUNT OF ELIGIBLE ACCOUNTS” means, at any time, the
\ngross amount of Eligible Accounts less sales, excise or similar taxes, and less
\nreturns, discounts, claims, credits allowances, accrued rebates, offsets,
\ndeductions, counterclaims, disputes and other defenses of any nature at any time
\nissued, owing, granted, outstanding, available or claimed.<\/p>\n
                  “NET PROCEEDS” has the meaning specified in SECTION 3.4(c).<\/p>\n
                                      Annex – 23<\/p>\n
                  “NEW CAPITAL PROCEEDS” means the amount of cash proceeds
\nreceived by Fleetwood after the Closing Date from issuance of Fleetwood Capital
\nStock or from the exchange of the Trust Debentures in the exchange referred to
\nin the definition of Trust Debentures, net of (A) commissions and other
\ncustomary transaction costs, fees and expenses properly attributable to such
\ntransaction and payable by a Loan Party in connection therewith (other than any
\namounts payable to any Affiliate), (B) transfer taxes, (C) amounts payable to
\nholders of senior Liens (to the extent that such Liens are Permitted Liens), if
\nany, and (D) an appropriate reserve for income taxes in accordance with GAAP in
\nconnection therewith.<\/p>\n
                  “NEW LENDER” has the meaning specified in SECTION 13.19.<\/p>\n
                  “NEW LENDER EFFECTIVE DATE” has the meaning specified in
\nSECTION 13.19.<\/p>\n
                  “NON-CONSENTING LENDER” has the meaning specified in SECTION
\n11.1(c)(i).<\/p>\n
                  “NON-RATABLE LOAN” and “NON-RATABLE LOANS” have the meanings
\nspecified in SECTION 1.2(h).<\/p>\n
                  “NOTES” means the Term Loan Notes and the Revolving Loan
\nNotes.<\/p>\n
                  “NOTICE OF BORROWING” has the meaning specified in SECTION
\n1.2(b).<\/p>\n
                  “NOTICE OF CONTINUATION\/CONVERSION” has the meaning specified
\nin SECTION 2.2(b).<\/p>\n
                  “OBLIGATIONS” means, with respect to any Loan Party, all
\npresent and future loans, advances, liabilities, obligations, covenants, duties,
\nand debts owing by such Loan Party to the Agent and\/or any Lender, arising under
\nor pursuant to this Agreement or any of the other Loan Documents, whether or not
\nevidenced by any note, or other instrument or document, whether arising from an
\nextension of credit, opening of a letter of credit, acceptance, loan, guaranty,
\nindemnification or otherwise, whether direct or indirect, absolute or
\ncontingent, due or to become due, primary or secondary, as principal or
\nguarantor, and including all principal, interest, (including any interest which
\naccrues after the filing of a proceeding under the Bankruptcy Code or which
\nwould have accrued but for such filing) charges, expenses, fees, attorneys’
\nfees, filing fees and any other sums chargeable to the Borrowers hereunder or
\nunder any of the other Loan Documents. “Obligations” includes, without
\nlimitation, (a) all debts, liabilities, and obligations now or hereafter arising
\nfrom or in connection with the Letters of Credit and (b) all debts, liabilities
\nand obligations now or hereafter arising from or in connection with Bank
\nProducts.<\/p>\n
                  “OTHER TAXES” means any present or future stamp or documentary
\ntaxes or any other excise or property taxes, charges or similar levies which
\narise from any payment made hereunder or from the execution, delivery or
\nregistration of, or otherwise with respect to, this Agreement or any other Loan
\nDocuments but excluding, in the case of each Lender and the Agent, such taxes
\n(including income taxes or franchise taxes) as are imposed on or measured by the
\nAgent’s or each Lender’s net income in any jurisdiction (whether federal, state
\nor local and including any political subdivision thereof) under the laws of
\nwhich such Lender or the Agent, as the case may be, is organized or maintains a
\nlending office.<\/p>\n
                                      Annex – 24<\/p>\n
                  “PARENT GUARANTY” means the Parent Guaranty dated as of the
\nClosing Date from Fleetwood to the Agent, for its benefit and the benefit of the
\nLenders.<\/p>\n
                  “PARTICIPANT” means any Person who shall have been granted the
\nright by any Lender to participate in the financing provided by such Lender
\nunder this Agreement and the other Loan Documents, and who shall have entered
\ninto a participation agreement in form and substance satisfactory to such
\nLender.<\/p>\n
                  “PATENT” has the meaning specified in Patent and Trademark
\nAgreements.<\/p>\n
                  “PATENT AND TRADEMARK AGREEMENTS” means collectively, the
\nPatent Security Agreement(s) and the Trademark Security Agreement(s), executed
\nand delivered by any Loan Party to the Agent to evidence and perfect the Agent’s
\nsecurity interest in the present and future patents, trademarks, and related
\nlicenses and rights of such Loan Party, for the benefit of the Agent and the
\nLenders.<\/p>\n
                  “PAYMENT ACCOUNT” means each bank account established pursuant
\nto the Security Agreement, to which the proceeds of Accounts and other
\nCollateral are deposited or credited, and which is maintained in the name of the
\nAgent or of FMC, FRC or any other Loan Party, as applicable, as the Agent may
\ndetermine, on terms acceptable to the Agent.<\/p>\n
                  “PBGC” means the Pension Benefit Guaranty Corporation or any
\nGovernmental Authority succeeding to the functions thereof.<\/p>\n
                  “PENDING REVOLVING LOANS” means, at any time, the aggregate
\nprincipal amount of all Revolving Loans requested in any Notice of Borrowing
\nreceived by the Agent which have not yet been advanced.<\/p>\n
                  “PENSION PLAN” means a pension plan (as defined in Section
\n3(2) of ERISA) subject to Title IV of ERISA which Fleetwood or any ERISA
\nAffiliate sponsors, maintains, or to which it makes, is making, or is obligated
\nto make contributions, or in the case of a Multi-employer Plan has made
\ncontributions at any time during the immediately preceding six (6) plan years.<\/p>\n
                  “PERMITTED LIENS” means:<\/p>\n
                           (a) Liens for taxes not delinquent or statutory Liens
\n         for taxes in an amount not to exceed $1,000,000 provided that the
\n         payment of such taxes which are due and payable is being contested in
\n         good faith and by appropriate proceedings diligently pursued and as to
\n         which adequate financial reserves have been established on books and
\n         records of Fleetwood and its Subsidiaries and a stay of enforcement of
\n         any such Lien is in effect;<\/p>\n
                           (b) the Agent’s Liens;<\/p>\n
                           (c) Liens consisting of deposits made in the ordinary
\n         course of business in connection with, or to secure payment of,
\n         obligations under worker’s compensation, unemployment insurance, social
\n         security and other similar laws, or to <\/p>\n
                                      Annex – 25<\/p>\n
         secure the performance of bids, tenders or contracts (other than for
\n         the repayment of Debt) or to secure indemnity, performance or other
\n         similar bonds for the performance of bids, tenders or contracts (other
\n         than for the repayment of Debt) or to secure statutory obligations
\n         (other than liens arising under ERISA or Environmental Liens) or surety
\n         or appeal bonds, or to secure indemnity, performance or other similar
\n         bonds;<\/p>\n
                           (d) Liens securing the claims or demands of
\n         materialmen, mechanics, carriers, warehousemen, landlords and other
\n         like Persons, PROVIDED that if any such Lien arises from the nonpayment
\n         of such claims or demand when due, such claims or demands do not exceed
\n         $1,000,000 in the aggregate;<\/p>\n
                           (e) Liens constituting encumbrances in the nature of
\n         reservations, exceptions, encroachments, easements, rights of way,
\n         covenants running with the land, and other similar title exceptions or
\n         encumbrances affecting any Real Estate; PROVIDED that they do not in
\n         the aggregate materially detract from the value of the Real Estate or
\n         materially interfere with its use in the ordinary conduct of the
\n         Borrower’s business;<\/p>\n
                           (f) Liens arising from judgments and attachments in
\n         connection with court proceedings PROVIDED that the attachment or
\n         enforcement of such Liens would not result in an Event of Default
\n         hereunder and such Liens are being contested in good faith by
\n         appropriate proceedings, adequate reserves have been set aside and no
\n         material Property is subject to a material risk of imminent loss or
\n         forfeiture and a stay of execution pending appeal or proceeding for
\n         review is in effect;<\/p>\n
                           (g) Liens on the assets of any Loan Party described
\n         on SCHEDULE 6.9, securing the Debt identified on SCHEDULE 6.9 as
\n         “Secured Debt” and refinancings, renewals and extensions thereof
\n         permitted pursuant to SECTION 7.13(f);<\/p>\n
                           (h) Interests of lessors under operating leases;<\/p>\n
                           (i) other Liens securing Debt not in excess of
\n         $1,000,000 at any time outstanding;<\/p>\n
                           (j) Liens on assets of the Excluded Retail
\n         Subsidiaries securing Floor Plan Debt permitted hereunder;<\/p>\n
                           (k) deposits by Retail and\/or the Excluded Retail
\n         Subsidiaries in a reserve account with the Floor Plan Lender;<\/p>\n
                           (l) Liens on assets of the Excluded Subsidiaries, as
\n         long as the holder of such Lien has no recourse to any Loan Party or
\n         its assets; and<\/p>\n
                           (m) Liens securing Debt permitted under SECTION
\n         7.13(d) AND (e).<\/p>\n
                  “PERSON” means any individual, sole proprietorship,
\npartnership, limited liability company, joint venture, trust, unincorporated
\norganization, association, corporation, Governmental Authority, or any other
\nentity.<\/p>\n
                                      Annex – 26<\/p>\n
                  “PLAN” means an employee benefit plan (as defined in Section
\n3(3) of ERISA) which Fleetwood or any ERISA Affiliate sponsors or maintains or
\nto which Fleetwood or any ERISA Affiliate makes, is making, or is obligated to
\nmake contributions and includes any Pension Plan.<\/p>\n
                  “PLEDGE AGREEMENT” means the Pledge Agreement dated as of the
\ndate hereof by the Loan Parties in favor of the Agent, for the benefit of the
\nAgent and the Lenders.<\/p>\n
                  “PP&E SUBFACILITY ASSETS” means the Fixed Assets of FMC other
\nthan those included in the Term Loan Collateral.<\/p>\n
                  “PRICING CERTIFICATE” means a certificate of the chief
\nfinancial officer, vice president-treasurer or vice president-controller of
\nFleetwood demonstrating in reasonable detail the calculation of the Liquidity as
\nof the last day of any fiscal month and the Fixed Charge Coverage Ratio for the
\nFour-Fiscal Quarter period ending as of the end of the most recent Fiscal
\nQuarter.<\/p>\n
                  “PROPRIETARY RIGHTS” means, as to any Person, all of such
\nPerson’s now owned and hereafter arising or acquired: licenses, franchises,
\npermits, patents, patent rights, copyrights, works which are the subject matter
\nof copyrights, trademarks, service marks, trade names, trade styles, patent,
\ntrademark and service mark applications, and all licenses and rights related to
\nany of the foregoing, including those patents, trademarks, service marks, trade
\nnames and copyrights set forth on SCHEDULE 6.12 hereto, and all other rights
\nunder any of the foregoing, all extensions, renewals, reissues, divisions,
\ncontinuations, and continuations-in-part of any of the foregoing, and all rights
\nto sue for past, present and future infringement of any of the foregoing.<\/p>\n
                  “PRO RATA SHARE” of a Lender means (a) with respect to all
\nprovisions relating to Revolving Loans or Letters of Credit or the Revolving
\nCredit Commitments, a fraction (expressed as a percentage), the numerator of
\nwhich is the amount of such Lender’s Revolving Credit Commitment and the
\ndenominator of which is the Revolving Credit Commitments of all Lenders, or if
\nno Revolving Credit Commitment is outstanding, a fraction (expressed as a
\npercentage), the numerator of which is the Aggregate Revolver Outstandings owed
\nto such Lender and the denominator of which is the Aggregate Revolver
\nOutstandings; (b) with respect to all provisions relating to the Term Loans, a
\nfraction (expressed as a percentage), the numerator of which is the outstanding
\nTerm Loan of such Term Lender and the denominator of which is the outstanding
\nTerm Loans; and (c) otherwise, a fraction (expressed as a percentage), the
\nnumerator of which is the amount of such Lender’s Revolving Credit Commitment
\nplus the outstanding Term Loans of such Lender and the denominator of which is
\nthe Revolving Credit Commitments of all Lenders plus the outstanding Term Loans,
\nor if no Revolving Credit Commitment is outstanding, a fraction (expressed as a
\npercentage), the numerator of which is the Aggregate Revolver Outstandings of
\nsuch Lender plus the outstanding Term Loans of such Lender and the denominator
\nof which is the Aggregate Revolver Outstandings and the outstanding Term Loans.<\/p>\n
                  “PRUDENTIAL LOAN DOCUMENTS” has the meaning specified in
\nSECTION 7.10(a).<\/p>\n
                  “QUALIFIED CASH EQUIVALENTS” means, as of any date, the
\nbalance of cash and marketable securities held by the Loan Parties in the United
\nStates on such date, which cash and <\/p>\n
                                      Annex – 27<\/p>\n
marketable securities are held in an account with the Agent and are subject to a
\nfirst priority, perfected Lien in favor of the Agent and the use of which is not
\notherwise restricted, by law or by agreement.<\/p>\n
                  “REAL ESTATE” means, as to any Person, all of such Person’s
\nnow or hereafter owned or leased estates in real property, including, without
\nlimitation, all fees, leaseholds and future interests, together with all of such
\nPerson’s now or hereafter owned or leased interests in the improvements thereon,
\nthe fixtures attached thereto and the easements appurtenant thereto.<\/p>\n
                  “RELEASE” means a release, spill, emission, leaking, pumping,
\ninjection, deposit, disposal, discharge, dispersal, leaching or migration of a
\nContaminant into the indoor or outdoor environment or into or out of any Real
\nEstate or other property, including the movement of Contaminants through or in
\nthe air, soil, surface water, groundwater or Real Estate or other property.<\/p>\n
                  “RELEASED FRC BORROWER” has the meaning specified in SECTION
\n3.11.<\/p>\n
                  “REPORTABLE EVENT” means, any of the events set forth in
\nSection 4043(b) of ERISA or the regulations thereunder, other than any such
\nevent for which the 30-day notice requirement under ERISA has been waived in
\nregulations issued by the PBGC.<\/p>\n
                  “REPURCHASE OBLIGATIONS” means the liabilities of Fleetwood to
\nretail floor plan lenders to repurchase Inventory sold by FMC to retail dealers.<\/p>\n
                  “REQUIRED LENDERS” means at any time Lenders whose Pro Rata
\nShares aggregate more than 66-2\/3%.<\/p>\n
                  “REQUIRED REVOLVING LENDERS” means at any time Revolving
\nCredit Lenders whose Pro Rata Shares aggregate more than 66-2\/3%.<\/p>\n
                  “REQUIRED TERM LENDERS” means at any time when there are two
\nor fewer Term Lenders, all Term Lenders, and at all other times, Term Lenders
\nwhose Pro Rata Shares aggregate at least 66-2\/3%.<\/p>\n
                  “REQUIREMENT OF LAW” means, as to any Person, any law
\n(statutory or common), treaty, rule or regulation or determination of an
\narbitrator or of a Governmental Authority, in each case applicable to or binding
\nupon the Person or any of its property or to which the Person or any of its
\nproperty is subject.<\/p>\n
                  “RESERVES” means reserves that limit the availability of
\ncredit hereunder, consisting of reserves against Availability, Aggregate
\nAvailability, Eligible Accounts, Eligible Equipment, Eligible Inventory or
\nEligible Real Estate established by the Agent in good faith from time to time in
\nthe Agent’s reasonable credit judgment. Without limiting the generality of the
\nforegoing, the following reserves shall be deemed to be a reasonable exercise of
\nthe Agent’s credit judgment: (a) Bank Product Reserves, (b) a reserve for
\naccrued, unpaid interest on the Obligations, (c) reserves for rent at leased
\nlocations subject to statutory or contractual landlord liens, or where the Agent
\nhas not received an acceptable agreement from the landlord, (d) Environmental
\nCompliance Reserves, and (e) warehousemen’s or bailees’ charges.<\/p>\n
                                      Annex – 28<\/p>\n
                  “RESPONSIBLE OFFICER” means, as to any Loan Party, the chief
\nexecutive officer or the president, or any other officer having substantially
\nthe same authority and responsibility; or, with respect to compliance with
\nfinancial covenants and the preparation of the Borrowing Base Certificate, the
\nchief financial officer, vice president-treasurer or vice president-controller,
\nor any other officer of such Loan Party having substantially the same authority
\nand responsibility.<\/p>\n
                  “RESTRICTED INVESTMENT” means any acquisition of property in
\nexchange for cash or other property, whether in the form of an acquisition of
\nstock, Debt, or other indebtedness or obligation, or the purchase or acquisition
\nof any other property, or a loan, advance, capital contribution, or
\nsubscription, except the following: (a) acquisitions of Equipment to be used in
\nthe business so long as the acquisition costs thereof constitute Capital
\nExpenditures permitted hereunder; (b) acquisitions of Inventory in the ordinary
\ncourse of business; (c) acquisitions of current assets acquired in the ordinary
\ncourse of business; (d) direct obligations of the United States of America, or
\nany agency thereof, or obligations guaranteed by the United States of America,
\nPROVIDED that such obligations mature within one year from the date of
\nacquisition thereof; (e) acquisitions of certificates of deposit maturing within
\none year from the date of acquisition, bankers’ acceptances, Eurodollar bank
\ndeposits, or overnight bank deposits, in each case issued by, created by, or
\nwith a bank or trust company organized under the laws of the United States of
\nAmerica or any state thereof having capital and surplus aggregating at least
\n$100,000,000; (f) acquisitions of commercial paper given a rating of “A2” or
\nbetter by Standard & Poor’s Corporation or “P2” or better by Moody’s Investors
\nService, Inc. and maturing not more than 90 days from the date of creation
\nthereof; and (g) Hedge Agreements.<\/p>\n
                  “RETAIL” has the meaning given such term in the preamble.<\/p>\n
                  “REVOLVING CREDIT COMMITMENT” means, at any time with respect
\nto a Lender, the principal amount set forth beside such Lender’s name under the
\nheading “REVOLVING CREDIT COMMITMENT” on SCHEDULE 1.2 attached to the Agreement
\nor on the signature page of the Assignment and Acceptance pursuant to which such
\nLender became a Lender hereunder in accordance with the provisions of SECTION
\n11.2, as such Revolving Credit Commitment may be adjusted from time to time in
\naccordance with the provisions of SECTION 11.2 and SECTION 13.19, and “REVOLVING
\nCREDIT COMMITMENTS” means, collectively, the aggregate amount of the commitments
\nof all Lenders.<\/p>\n
                  “REVOLVING CREDIT LENDER” means any Lender which has a
\nRevolving Credit Commitment or, if the Commitments have been terminated, any
\nLender which has any Revolving Loan outstanding or any participation interest in
\nany outstanding Letter of Credit.<\/p>\n
                  “REVOLVING LOANS” has the meaning specified in SECTION 1.2 and
\nincludes each Agent Advance and Non-Ratable Loan.<\/p>\n
                  “REVOLVING LOAN NOTE” and “REVOLVING LOAN NOTES” have the
\nmeanings specified in SECTION 1.2(a)(ii).<\/p>\n
                  “SECURITIES ACT” means the Securities Act of 1933 and the
\nrules and regulations promulgated thereunder.<\/p>\n
                                      Annex – 29<\/p>\n
                  “SECURITY AGREEMENT” means the Security Agreement of even date
\nherewith among the Loan Parties and the Agent for the benefit of the Agent and
\nthe Lenders.<\/p>\n
                  “SETTLEMENT” AND “SETTLEMENT DATE” have the meanings specified
\nin SECTION 12.15(a)(ii).<\/p>\n
                  “SOLVENT” means, when used with respect to any Person, that at
\nthe time of determination:<\/p>\n
                  (a) the assets of such Person (including any contribution
\n         rights under any Loan Document), at a fair valuation, are in excess of
\n         the total amount of its debts (including contingent liabilities); and<\/p>\n
                  (b) the present fair saleable value of its assets is greater
\n         than its probable liability on its existing debts as such debts become
\n         absolute and matured; and<\/p>\n
                  (c) it is then able and expects to be able to pay its debts
\n         (including contingent debts and other commitments) as they mature; and<\/p>\n
                  (d) it has capital sufficient to carry on its business as
\n         conducted and as proposed to be conducted.<\/p>\n
                  For purposes of determining whether a Person is Solvent, the
\namount of any contingent liability shall be computed as the amount that, in
\nlight of all the facts and circumstances existing at such time, represents the
\namount that can reasonably be expected to become an actual or matured liability.<\/p>\n
                  “STATED TERMINATION DATE” means July 27, 2004.<\/p>\n
                  “SUBORDINATED DEBENTURES” means Fleetwood’s 6% Convertible
\nSubordinated Debentures due February 15, 2028 in the original principal amount
\nof $296,400,000, and\/or any convertible subordinated debentures issued in
\nexchange therefor and any additional convertible subordinated debentures issued
\nconcurrently with, and having the same terms as, the convertible subordinated
\ndebentures issued in such exchange, in each case to the extent and only to the
\nextent permitted under the Agreement.<\/p>\n
                  “SUBORDINATED DEBT” means the Debt from time to time
\noutstanding under the Subordinated Debentures and the subordinated Guaranty by
\nFleetwood of the Trust Securities.<\/p>\n
                  “SUBORDINATED DEBT EXCHANGE” has the meaning specified in
\nSECTION 7.29.<\/p>\n
                  “SUBSIDIARY” of a Person means any corporation, association,
\npartnership, limited liability company, joint venture or other business entity
\nof which more than fifty percent (50%) of the voting Capital Stock, is owned or
\ncontrolled directly or indirectly by the Person, or one or more of the
\nSubsidiaries of the Person, or a combination thereof. Unless the context
\notherwise clearly requires, references herein to a “Subsidiary” refer to a
\nSubsidiary of Fleetwood.<\/p>\n
                                      Annex – 30<\/p>\n
                  “SUBSIDIARY GUARANTY” means the Subsidiary Guaranty dated as
\nof the Closing Date from Subsidiaries of Fleetwood (other than the Borrowers and
\nthe Excluded Subsidiaries) to the Agent, for its benefit and the benefit of the
\nLenders.<\/p>\n
                  “SUPPORTING LETTER OF CREDIT” has the meanings specified in
\nSECTION 1.4(g).<\/p>\n
                  “SUPPORTING OBLIGATIONS” means all supporting obligations as
\nsuch term is defined in the UCC.<\/p>\n
                  “TAXES” means any and all present or future taxes, levies,
\nimposts, deductions, charges or withholdings, and all liabilities with respect
\nthereto, excluding, in the case of each Lender and the Agent, such taxes
\n(including income taxes or franchise taxes) as are imposed on or measured by the
\nAgent’s or each Lender’s net income in any jurisdiction (whether federal, state
\nor local and including any political subdivision thereof) under the laws of
\nwhich such Lender or the Agent, as the case may be, is organized or maintains a
\nlending office.<\/p>\n
                  “TERM LENDER” means a Lender which has made a Term Loan, as
\nlong as any portion of such Term Loan is outstanding.<\/p>\n
                  “TERM LOAN” and “TERM LOANS” have the meanings specified in
\nSECTION 1.3(a).<\/p>\n
                  “TERM LOAN COLLATERAL” means collectively, (a) the Fixed
\nAssets of Fleetwood Folding Trailer, now owned or hereafter acquired, (b) the
\nCapital Stock of Fleetwood Folding Trailer, and (c) the Real Estate listed on
\nSCHEDULE 1.4, to the Agreement, in each case as to which the Agent, for the
\nbenefit of the Term Lenders, has been granted a first priority Lien to secure
\nthe Term Loans.<\/p>\n
                  “TERM LOAN NOTE” and “TERM LOAN NOTES” have the meanings
\nspecified in SECTION 1.3(c).<\/p>\n
                  “TERM LOAN OBLIGATIONS” means the Obligations of FMC with
\nrespect to the Term Loans.<\/p>\n
                  “TERMINATION DATE” means the earliest to occur of (i) the
\nStated Termination Date, (ii) the date the Total Facility is terminated either
\nby the Borrowers pursuant to SECTION 3.2 or by the Majority Lenders pursuant to
\nSECTION 9.2, and (iii) the date the Agreement is otherwise terminated for any
\nreason whatsoever pursuant to the terms of the Agreement.<\/p>\n
                  “TOTAL FACILITY” has the meaning specified in SECTION 1.1.<\/p>\n
                  “TRADEMARK” has the meaning specified in Patent and Trademark
\nAgreements.<\/p>\n
                  “TRUST SECURITIES” means the 6% Convertible Trust Preferred
\nSecurities issued by Fleetwood Trust in February 1998, with a liquidation
\npreference of $50 per share, guaranteed on a subordinated unsecured basis by
\nFleetwood, and any securities issued by Fleetwood Trust in exchange therefor and
\nany additional securities issued concurrently with, and having the same terms
\nas, the securities issued in such exchange, in each case to the extent and only
\nto the extent permitted under the Agreement.<\/p>\n
                                  Annex – 31<\/p>\n
                  “UCC” means the Uniform Commercial Code, as in effect from
\ntime to time, of the State of California or of any other state the laws of which
\nare required as a result thereof to be applied in connection with the issues of
\nperfection, continuation or enforcement of security interests.<\/p>\n
                  “UNFUNDED PENSION LIABILITY” means the excess of a Plan’s
\nbenefit liabilities under Section 4001(a)(16) of ERISA, over the current value
\nof that Plan’s assets, determined in accordance with the assumptions used for
\nfunding the Pension Plan pursuant to Section 412 of the Code for the applicable
\nplan year.<\/p>\n
                  “UNUSED LETTER OF CREDIT SUBFACILITY” means an amount equal to
\n$75,000,000 MINUS the sum of (a) the aggregate undrawn amount of all outstanding
\nLetters of Credit PLUS, without duplication, (b) the aggregate unpaid
\nreimbursement obligations with respect to all Letters of Credit.<\/p>\n
                  “UNUSED LINE FEE” has the meaning specified in SECTION 2.5.<\/p>\n
                  ACCOUNTING TERMS. Any accounting term used in the Agreement
\nshall have, unless otherwise specifically provided herein, the meaning
\ncustomarily given in accordance with GAAP, and all financial computations in the
\nAgreement shall be computed, unless otherwise specifically provided therein, in
\naccordance with GAAP as consistently applied and using the same method for
\ninventory valuation as used in the preparation of the Financial Statements.<\/p>\n
                  INTERPRETIVE PROVISIONS.<\/p>\n
                  (a) The meanings of defined terms are equally applicable to
\nthe singular and plural forms of the defined terms.<\/p>\n
                  (b) The words “hereof,” “herein,” “hereunder” and similar
\nwords refer to the Agreement as a whole and not to any particular provision of
\nthe Agreement; and Subsection, Section, Schedule and Exhibit references are to
\nthe Agreement unless otherwise specified.<\/p>\n
                  (c) (i)   The term “documents” includes any and all
\n         instruments, documents, agreements, certificates, indentures, notices
\n         and other writings, however evidenced.<\/p>\n
                      (ii)  The term “including” is not limiting and means
\n         “including without limitation.”<\/p>\n
                      (iii) In the computation of periods of time from a
\n         specified date to a later specified date, the word “from” means “from
\n         and including,” the words “to” and “until” each mean “to but excluding”
\n         and the word “through” means “to and including.”<\/p>\n
                      (iv)  The word “or” is not exclusive.<\/p>\n
                  (d) Unless otherwise expressly provided herein, (i) references
\nto agreements (including the Agreement) and other contractual instruments shall
\nbe deemed to include all subsequent amendments and other modifications thereto,
\nbut only to the extent such amendments and other modifications are not
\nprohibited by the terms of any Loan Document, and (ii)<\/p>\n
                                  Annex – 32<\/p>\n
references to any statute or regulation are to be construed as including all
\nstatutory and regulatory provisions consolidating, amending, replacing,
\nsupplementing or interpreting the statute or regulation.<\/p>\n
                  (e) The captions and headings of the Agreement and other Loan
\nDocuments are for convenience of reference only and shall not affect the
\ninterpretation of the Agreement.<\/p>\n
                  (f) The Agreement and other Loan Documents may use several
\ndifferent limitations, tests or measurements to regulate the same or similar
\nmatters. All such limitations, tests and measurements are cumulative and shall
\neach be performed in accordance with their terms.<\/p>\n
                  (g) For purposes of SECTION 9.1, a breach of a financial
\ncovenant contained in SECTIONS 7.22 THROUGH 7.26 shall be deemed to have
\noccurred as of any date of determination thereof by the Agent or as of the last
\nday of any specified measuring period, regardless of when the Financial
\nStatements reflecting such breach are delivered to the Agent.<\/p>\n
                  (h) The Agreement and the other Loan Documents are the result
\nof negotiations among and have been reviewed by counsel to the Agent, Fleetwood,
\nthe Borrowers and the other parties, and are the products of all parties.
\nAccordingly, they shall not be construed against the Lenders or the Agent merely
\nbecause of the Agent’s or Lenders’ involvement in their preparation.<\/p>\n
                                  Annex – 33<\/p>\n
                                  EXHIBIT A-1<\/p>\n
                          FORM OF REVOLVING LOAN NOTE<\/p>\n
$_____________                                                   ______ __, 2001<\/p>\n
                  FOR VALUE RECEIVED, the undersigned jointly and severally,
\npromise to pay to the order of the financial institutions from time to time
\nparties to that certain Credit Agreement as defined below (the “LENDERS”) and
\nBank of America, N.A., with an office at 55 South Lake Avenue, Suite 900,
\nPasadena, California 91101, as administrative agent for the Lenders (in its
\ncapacity as agent, the “AGENT”), in lawful money of the United States of America
\nand in immediately available funds, the principal amount of __________ Dollars
\n($_________), or such lesser amount as may then constitute the unpaid aggregate
\nprincipal amount on the Termination Date of the Revolving Loans made to the FMC
\nBorrowers.<\/p>\n
                  The [FMC\/FRC] Borrowers further agree to pay interest, in like
\nmoney, on the unpaid principal amount owing hereunder from time to time from the
\ndate hereof on the dates and at the rate specified in Article 2 of the Credit
\nAgreement.<\/p>\n
                  If any payment on this promissory note becomes due and payable
\non a day other than a Business Day, the maturity thereof shall be extended to
\nthe next succeeding Business Day, and with respect to payments of principal,
\ninterest thereon shall be payable at the then applicable rate during such
\nextension.<\/p>\n
                  This promissory note is one of the Revolving Loan Notes
\nreferred to in the Credit Agreement, dated as of _____ ___, 2001, by and among
\nFLEETWOOD ENTERPRISES, INC., a Delaware corporation (“FLEETWOOD”), as a
\nGuarantor, FLEETWOOD HOLDINGS INC., a Delaware corporation (“HOLDINGS”),
\nFLEETWOOD RETAIL CORP., a Delaware corporation (“RETAIL”) and those Subsidiaries
\nof Holdings and Retail set forth on the signature pages hereto (each of
\nHoldings, Retail and each such Subsidiary individually, a “BORROWER” and,
\ncollectively, the “BORROWERS”), the Agent and the Lenders (as amended,
\nsupplemented, amended and restated or otherwise modified from time to time, the
\n“CREDIT AGREEMENT”). Capitalized terms used herein without definition shall have
\nthe meanings given to such terms in the Credit Agreement. The Credit Agreement,
\namong other things, provides for the making of Revolving Loans by the Lenders to
\nthe FMC Borrowers from time to time in an amount not to exceed such Lender’s Pro
\nRata Share of the Aggregate Availability.<\/p>\n
                  Upon the occurrence of any one or more of the Events of
\nDefault specified in the Credit Agreement, all amounts then remaining unpaid on
\nthis promissory note shall become, or may be declared to be, immediately due and
\npayable, all as provided in the Credit Agreement.<\/p>\n
                  This promissory note is secured by security agreements and
\nother collateral documents pursuant to the Credit Agreement.<\/p>\n
                                   A-1 – 1<\/p>\n
                  Each [FMC Borrower\/FRC Borrower] hereby waives presentment,
\ndemand, protest and notice of any kind. No failure to exercise, and no delay in
\nexercising, any rights hereunder on the part of the holder hereof shall operate
\nas a waiver of such rights.<\/p>\n
                  [Remainder of page intentionally left blank]<\/p>\n
                                   A-1 – 2<\/p>\n
                  THE VALIDITY, INTERPRETATION AND ENFORCEMENT OF THIS
\nPROMISSORY NOTE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA WITHOUT
\nGIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF.<\/p>\n
                                       [FMC BORROWERS\/FRC BORROWERS]<\/p>\n
                                       By:    __________________________________
\n                                       Name:  __________________________________
\n                                       Title: __________________________________<\/p>\n
                                   A-1 – 3<\/p>\n
                                  EXHIBIT A-2<\/p>\n
                            FORM OF TERM LOAN NOTE<\/p>\n
$_____________                                                   ______ __, 200_<\/p>\n
                  FOR VALUE RECEIVED, the undersigned jointly and severally,
\npromise to pay to the order of the financial institutions from time to time
\nparties to that certain Credit Agreement as defined below (the “LENDERS”) and
\nBANK OF AMERICA, N.A., with an office at 55 South Lake Avenue, Suite 900,
\nPasadena, California 91101, as administrative agent for the Lenders (in its
\ncapacity as agent, the “AGENT”), in lawful money of the United States of America
\nand in immediately available funds, the principal amount of __________ Dollars
\n($_________) owing by each FMC Borrower to the Lenders as Term Loans under the
\nCredit Agreement, as set forth in Section 1.3 of the Credit Agreement.<\/p>\n
                  Each FMC Borrower further agrees to pay interest at said
\noffice, in like money, on the unpaid principal amount owing hereunder from time
\nto time from the date hereof on the dates and at the rate specified in Article 2
\nof the Credit Agreement, subject to the limitations of Section 2.3 of the Credit
\nAgreement.<\/p>\n
                  If any payment on this promissory note becomes due and payable
\non a day other than a Business Day, the maturity thereof shall be extended to
\nthe next succeeding Business Day, and with respect to payments of principal,
\ninterest thereon shall be payable at the then applicable rate during such
\nextension.<\/p>\n
                  This promissory note is one of the Term Loan Notes referred to
\nin the Credit Agreement, dated as of _____ __, 2001, by and among FLEETWOOD
\nENTERPRISES, INC., a Delaware corporation (“FLEETWOOD”) as a Guarantor,
\nFLEETWOOD HOLDINGS INC., a Delaware corporation (“HOLDINGS”), FLEETWOOD RETAIL
\nCORP., a Delaware corporation (“RETAIL”) and those Subsidiaries of Holdings and
\nRetail set forth on the signature pages thereto (each of Holdings, Retail and
\neach such Subsidiary individually, a “BORROWER” and, collectively, “BORROWERS”),
\nthe Agent and the Lenders, as the same shall be amended, restated, supplemented
\nor otherwise modified from time to time (the “CREDIT AGREEMENT”), and is subject
\nto, and entitled to, all provisions and benefits thereof and is subject to
\noptional and mandatory prepayment in whole or in part as provided therein.
\nCapitalized terms used herein without definition shall have the meanings given
\nto such terms in the Credit Agreement.<\/p>\n
                  Upon the occurrence of any one or more of the Events of
\nDefault specified in the Credit Agreement, all amounts then remaining unpaid on
\nthis promissory note shall become, or may be declared to be, immediately due and
\npayable, all as provided in the Credit Agreement.<\/p>\n
                  This promissory note is secured by security agreements,
\nmortgages and other collateral documents more particularly described in the
\nCredit Agreement and the other Loan Documents.<\/p>\n
                                   A-2 – 1<\/p>\n
                  Each FMC Borrower hereby waives presentment, demand, protest
\nand notice of any kind. No failure to exercise, and no delay in exercising any
\nrights hereunder on the part of the holder hereof shall operate as a waiver of
\nsuch rights.<\/p>\n
                 [Remainder of page intentionally left blank]<\/p>\n
                                   A-2 – 2<\/p>\n
                  THE VALIDITY, INTERPRETATION AND ENFORCEMENT OF THIS
\nPROMISSORY NOTE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA WITHOUT
\nGIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF.<\/p>\n
                                       [FMC BORROWERS]<\/p>\n
                                       By:    __________________________________
\n                                       Name:  __________________________________
\n                                       Title: __________________________________<\/p>\n
                                   A-2 – 3<\/p>\n
                                    EXHIBIT B<\/p>\n
                       FORM OF BORROWING BASE CERTIFICATE<\/p>\n
                                    B – 1<\/p>\n
                                    EXHIBIT C<\/p>\n
                              FINANCIAL STATEMENTS<\/p>\n
                                    C – 1<\/p>\n
                                    EXHIBIT D<\/p>\n
                               NOTICE OF BORROWING<\/p>\n
                                                     Date:  ______________, 200_<\/p>\n
To:      Bank of America,  N.A. as administrative agent for the Lenders who are
\n         parties to the Credit Agreement dated as of July 27, 2001 (as extended,
\n         renewed, amended or restated from time to time, the “CREDIT AGREEMENT”)
\n         among Fleetwood Enterprises, Inc., and, certain of its Subsidiaries as
\n         Borrowers, certain Lenders which are signatories thereto and Bank of
\n         America, N.A., as the Agent.<\/p>\n
Ladies and Gentlemen:<\/p>\n
                  The undersigned, on behalf of [FMC] [FRC], refers to the
\nCredit Agreement, the terms defined therein being used herein as therein
\ndefined, and hereby gives you notice irrevocably of the Borrowing specified
\nbelow:<\/p>\n
                  1.  The Business Day of the proposed Borrowing is
\n                      _____________, 200_.<\/p>\n
                  2.  The aggregate amount of the proposed Borrowing is
\n                      $____________.<\/p>\n
                  3.  The Borrowing is to be comprised of $________ of Base Rate
\n                      and $_______ of LIBOR Rate Loans.<\/p>\n
                  4.  The duration of the Interest Period for the LIBOR Rate
\n                      Loans, if any, included in the Borrowing shall be
\n                      ______ months.<\/p>\n
                  The undersigned hereby certifies on behalf of [FMC] [FRC] that
\nthe following statements are true on the date hereof, and will be true on the
\ndate of the proposed Borrowing, before and after giving effect thereto and to
\nthe application of the proceeds therefrom:<\/p>\n
                  (a) The representations and warranties of the Loan Parties
\ncontained in the Credit Agreement and the other Loan Documents are true and
\ncorrect in all material respects as though made on and as of such date other
\nthan any such representation or warranty which relates to a specified prior date
\n(which shall have been true and correct in all material respects as of such
\ndate) and except to the extent the Agent and the Lenders have been notified in
\nwriting by the Borrowers that any representation or warranty is not correct and
\nthe Majority Lenders have explicitly waived in writing compliance with such
\nrepresentation or warranty;<\/p>\n
                  (b) No event has occurred and is continuing, or would result
\nfrom such proposed Borrowing, which constitutes a Default or Event of Default;<\/p>\n
                  (c) No event has occurred and is continuing, or would result
\nfrom such proposed Borrowing, which has had or would have a Material Adverse
\nEffect; and<\/p>\n
                                    D – 1<\/p>\n
                  (d) The proposed Borrowing will not exceed the Availability of
\n[FRC] [FMC] or cause the aggregate principal amount of all outstanding Revolving
\nLoans PLUS the aggregate amount available for drawing under all outstanding
\nLetters of Credit, to exceed the Aggregate Borrowing Bases or the combined
\nRevolving Credit Commitments of the Lenders.<\/p>\n
                                       [FMC] [FRC]<\/p>\n
                                       By:    __________________________________
\n                                       Name:  __________________________________
\n                                       Title: __________________________________<\/p>\n
                                    D – 2<\/p>\n
                                   EXHIBIT E<\/p>\n
                       NOTICE OF CONTINUATION\/CONVERSION<\/p>\n
                                                        Date: ____________, 200_<\/p>\n
To:      Bank of America, N.A. as administrative agent for the Lenders to the
\n         Credit Agreement dated as of July 27, 2001 (as extended, renewed,
\n         amended or restated from time to time, the “CREDIT AGREEMENT”) among
\n         Fleetwood Enterprises, Inc. and certain of its Subsidiaries, as
\n         Borrowers, certain Lenders which are signatories thereto and Bank of
\n         America, N.A., as the Agent<\/p>\n
Ladies and Gentlemen:<\/p>\n
                  The undersigned, on behalf of [FMC] [FRC], refers to the
\nCredit Agreement, the terms defined therein being used herein as therein
\ndefined, and hereby gives you notice irrevocably of the [conversion]
\n[continuation] of the Loans specified herein, that:<\/p>\n
                  1. The Continuation\/Conversion Date is ________, 200_.<\/p>\n
                  2. The aggregate amount of the Loans to be [converted]
\n                     [continued] is $         .<\/p>\n
                  3. The Loans are to be [converted into] [continued as]
\n                     [LIBOR Rate] [Base Rate] Loans.<\/p>\n
                  4. The duration of the Interest Period for the LIBOR Rate
\n                     Loans included in the [conversion] [continuation] shall
\n                     be     months.<\/p>\n
                  The undersigned hereby certifies on behalf of [FMC] [FRC],
\nthat the following statements are true on the date hereof, and will be true on
\nthe proposed Continuation\/Conversion Date, before and after giving effect
\nthereto and to the application of the proceeds therefrom:<\/p>\n
                  (a) The representations and warranties of the Loan Parties
\ncontained in the Credit Agreement and the other Loan Documents are true and
\ncorrect in all material respects as though made on and as of such date other
\nthan any such representation or warranty which relates to a specified prior date
\n(which shall have been true and correct in all material respects as of such
\ndate) and except to the extent the Agent and the Lenders have been notified in
\nwriting by the Borrowers that any representation or warranty is not correct and
\nthe Majority Lenders have explicitly waived in writing compliance with such
\nrepresentation or warranty;<\/p>\n
                  (b) No event has occurred and is continuing, or would result
\nfrom such [conversion] [continuation], which constitutes a Default or Event of
\nDefault; and<\/p>\n
                                    E – 1<\/p>\n
                  (c) No event has occurred and is continuing, or would result
\nfrom such proposed Borrowing, which has had or would have a Material Adverse
\nEffect.<\/p>\n
                                       [FMC] [FRC]<\/p>\n
                                       By:    __________________________________
\n                                       Name:  __________________________________
\n                                       Title: __________________________________<\/p>\n
                                    E – 2<\/p>\n
                                   EXHIBIT F<\/p>\n
                  FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT<\/p>\n
                  This ASSIGNMENT AND ACCEPTANCE AGREEMENT (this “ASSIGNMENT
\nAND  ACCEPTANCE”)  dated  as  of  [______]  [__],  200[_]  is  made  between
\n[________________________] (the “ASSIGNOR”) and [__________________________]
\n(the “ASSIGNEE”).<\/p>\n
                                    RECITALS<\/p>\n
                  WHEREAS, the Assignor is party to that certain Credit
\nAgreement dated as of July 27, 2001 (as amended, amended and restated, modified,
\nsupplemented or renewed, the “CREDIT AGREEMENT”) among FLEETWOOD ENTERPRISES,
\nINC., a Delaware corporation (“FLEETWOOD”), as a Guarantor, FLEETWOOD HOLDINGS
\nINC., a Delaware corporation (“HOLDINGS”), FLEETWOOD RETAIL CORP., a Delaware
\ncorporation (“RETAIL”), those Subsidiaries of Holdings and Retail parties to in
\nthe Credit Agreement (each of Holdings, Retail and each such Subsidiary
\nindividually, a “BORROWER” and, collectively, the “BORROWERS”), the several
\nfinancial institutions from time to time party thereto (such financial
\ninstitutions, together with their respective successors and assigns, are
\nreferred to hereinafter each individually as a “LENDER” and collectively as the
\n“LENDERS”), BANK OF AMERICA, N.A., with an office at 55 South Lake Avenue, Suite
\n900, Pasadena, California 91101, as administrative agent for the Lenders (in its
\ncapacity as administrative agent, the “AGENT”), Citicorp USA, Inc., as the
\ndocumentation agent (in its capacity as documentation agent, the “DOCUMENTATION
\nAGENT”), and Heller Financial, Inc., as the syndication agent (in its capacity
\nas syndication agent, the “SYNDICATION AGENT”). Any terms defined in the Credit
\nAgreement and not defined in this Assignment and Acceptance are used herein as
\ndefined in the Credit Agreement;<\/p>\n
                  WHEREAS, as provided under the Credit Agreement, the Revolving
\nLenders have committed to making a revolving line of credit for loans and
\nletters of credit (the “COMMITTED REVOLVING LOANS”) to the Borrowers in an
\naggregate amount not to exceed $230,000,000 (the “REVOLVING COMMITMENT”) and the
\nTerm Lenders have committed to making term loans to FMC (the “COMMITTED TERM
\nLOANS” and, together with the Committed Revolving Loans, the “COMMITTED LOANS”)
\nin the aggregate principal amount of $30,000,000 (the “TERM COMMITMENT” and,
\ntogether with the Revolving Commitment, the “COMMITMENTS”);<\/p>\n
                  WHEREAS, the Assignor has made Committed Loans in the
\naggregate principal amount of $_______________ to the Borrowers;<\/p>\n
                  WHEREAS, the Assignor has acquired a participation in its pro
\nrata share of the Lenders’ liabilities under Letters of Credit in an aggregate
\nprincipal amount of $[_________] (the “L\/C OBLIGATIONS”); and<\/p>\n
                  WHEREAS, the Assignor wishes to assign to the Assignee [PART
\nOF THE] [ALL] rights and obligations of the Assignor under the Credit Agreement
\nin respect of its Commitments, together with a corresponding portion of each of
\nits outstanding Committed Loans and L\/C Obligations, in an amount equal to
\n$[__________] (the “ASSIGNED AMOUNT”) on the terms and subject to the conditions
\nset forth herein and the Assignee wishes to accept<\/p>\n
                                    F – 1<\/p>\n
assignment of such rights and to assume such obligations from the Assignor on
\nsuch terms and subject to such conditions;<\/p>\n
                  NOW, THEREFORE, in consideration of the foregoing and the
\nmutual agreements contained herein, the parties hereto agree as follows:<\/p>\n
                  1. ASSIGNMENT AND ACCEPTANCE.<\/p>\n
                  (a) Subject to the terms and conditions of this Assignment and
\nAcceptance, (i) the Assignor hereby sells, transfers and assigns to the
\nAssignee, and (ii) the Assignee hereby purchases, assumes and undertakes from
\nthe Assignor, without recourse and without representation or warranty (except as
\nprovided in this Assignment and Acceptance) [__]% (the “ASSIGNEE’S PERCENTAGE
\nSHARE”) of (A) the Revolving Commitment, the Revolving Loans and the
\nL\/C Obligations [and the Term Loans] of the Assignor and (B) all related rights,
\nbenefits, obligations, liabilities and indemnities of the Assignor under and in
\nconnection with the Credit Agreement and the Loan Documents.<\/p>\n
                  (b) With effect on and after the Effective Date (as defined in
\nSection 5 hereof), the Assignee shall be a party to the Credit Agreement and
\nsucceed to all of the rights and be obligated to perform all of the obligations
\nof a Lender under the Credit Agreement, including the requirements concerning
\nconfidentiality and the payment of indemnification, with a Revolving Commitment
\nin an amount equal to $___________ and a Term Loan of $_________. The Assignee
\nagrees that it will perform in accordance with their terms all of the
\nobligations which by the terms of the Credit Agreement are required to be
\nperformed by it as a Lender. It is the intent of the parties hereto that the
\n[Revolving] [and Term] Commitments of the Assignor shall, as of the Effective
\nDate, be reduced by an amount equal to the Assigned Amount and the Assignor
\nshall relinquish its rights and be released from its obligations under the
\nCredit Agreement to the extent such obligations have been assumed by the
\nAssignee; provided, however, the Assignor shall not relinquish its rights under
\nSections 13.11 and 13.12 of the Credit Agreement to the extent such rights
\nrelate to the time prior to the Effective Date.<\/p>\n
                  (c) After giving effect to the assignment and assumption set
\nforth herein, on the Effective Date the Assignee’s Revolving Credit Commitment
\nwill be $[__________] and its Term Loan will be [$_______________].<\/p>\n
                  (d) After giving effect to the assignment and assumption set
\nforth herein, on the Effective Date the Assignor’s Revolving Credit Commitment
\nwill be $[__________] and its Term Loan will be [$______________].<\/p>\n
                  2. PAYMENTS.<\/p>\n
                  (a) As consideration for the sale, assignment and transfer
\ncontemplated in Section 1 hereof, the Assignee shall pay to the Assignor on the
\nEffective Date in immediately available funds an amount equal to $[__________],
\nrepresenting the Assignee’s Pro Rata Share of the principal amount of all
\nCommitted Loans.<\/p>\n
                  (b) The Assignee further agrees to pay to the Agent a
\nprocessing fee in the amount specified in Section 11.2(a) of the Credit
\nAgreement.<\/p>\n
                                    F – 2<\/p>\n
         3.       REALLOCATION OF PAYMENTS.<\/p>\n
                  Any interest, fees and other payments accrued to the Effective
\nDate with respect to the Commitments, Committed Loans and L\/C Obligations shall
\nbe for the account of the Assignor. Any interest, fees and other payments
\naccrued on and after the Effective Date with respect to the Assigned Amount
\nshall be for the account of the Assignee. Each of the Assignor and the Assignee
\nagrees that it will hold in trust for the other party any interest, fees and
\nother amounts which it may receive to which the other party is entitled pursuant
\nto the preceding sentence and pay to the other party any such amounts which it
\nmay receive promptly upon receipt.<\/p>\n
         4.       INDEPENDENT CREDIT DECISION.<\/p>\n
                  The Assignee (a) acknowledges that it has received a copy of
\nthe Credit Agreement and the Schedules and Exhibits thereto, together with
\ncopies of the most recent financial statements of the Borrowers, and such other
\ndocuments and information as it has deemed appropriate to make its own credit
\nand legal analysis and decision to enter into this Assignment and Acceptance;
\nand (b) agrees that it will, independently and without reliance upon the
\nAssignor, the Agent or any other Lender and based on such documents and
\ninformation as it shall deem appropriate at the time, continue to make its own
\ncredit and legal decisions in taking or not taking action under the Credit
\nAgreement.<\/p>\n
         5.       EFFECTIVE DATE; NOTICES.<\/p>\n
                  (a) As between the Assignor and the Assignee, the effective
\ndate for this Assignment and Acceptance shall be [______] [__], 200[_] (the
\n“EFFECTIVE DATE”); PROVIDED that the following conditions precedent have been
\nsatisfied on or before the Effective Date:<\/p>\n
                           (i)   this Assignment and Acceptance shall be
\n         executed and delivered by the Assignor and the Assignee;<\/p>\n
                           (ii)  the consent of the Agent required for an
\n         effective assignment of the Assigned Amount by the Assignor to the
\n         Assignee shall have been duly obtained and shall be in full force and
\n         effect as of the Effective Date;<\/p>\n
                           (iii) the Assignee shall pay to the Assignor all
\n         amounts due to the  Assignor  under this Assignment and Acceptance;<\/p>\n
                           (iv)  the Assignee shall have complied with
\n         Section 11.2 of the Credit Agreement;<\/p>\n
                           (v)   the processing  fee referred to in
\n         Section 2(b)  hereof and in Section  11.2(a) of the Credit Agreement
\n         shall have been paid to the Agent; and<\/p>\n
                                      F-3<\/p>\n
                  (b) Promptly following the execution of this Assignment and
\nAcceptance, the Assignor shall deliver to the Borrower and the Agent for
\nacknowledgment by the Agent, a Notice of Assignment in the form attached hereto
\nas SCHEDULE 1.<\/p>\n
         6.       [AGENT. [INCLUDE ONLY IF ASSIGNOR IS AGENT]<\/p>\n
                  (a) THE ASSIGNEE HEREBY APPOINTS AND AUTHORIZES THE ASSIGNOR
\nTO TAKE SUCH ACTION AS AGENT ON ITS BEHALF AND TO EXERCISE SUCH POWERS UNDER THE
\nCREDIT AGREEMENT AS ARE DELEGATED TO THE AGENT BY THE LENDERS PURSUANT TO THE
\nTERMS OF THE CREDIT AGREEMENT.<\/p>\n
                  (b) THE ASSIGNEE SHALL ASSUME NO DUTIES OR OBLIGATIONS HELD BY
\nTHE ASSIGNOR IN ITS CAPACITY AS AGENT UNDER THE CREDIT AGREEMENT.]<\/p>\n
         7.       WITHHOLDING TAX.<\/p>\n
                  The Assignee (a) represents and warrants to the Lenders, the
\nAgent and the Borrowers that under applicable law and treaties no tax will be
\nrequired to be withheld by the Lender with respect to any payments to be made to
\nthe Assignee hereunder, (b) agrees to furnish (if it is organized under the laws
\nof any jurisdiction other than the United States or any State thereof) to the
\nAgent and the Borrowers prior to the time that the Agent or Borrowers are
\nrequired to make any payment of principal, interest or fees hereunder, duplicate
\nexecuted originals of either U.S. Internal Revenue Service Form W-8ECI or U.S.
\nInternal Revenue Service Form W-8BEN (wherein the Assignee claims entitlement to
\nthe benefits of a tax treaty that provides for a complete exemption from U.S.
\nfederal income withholding tax on all payments hereunder) and agrees to provide
\nnew Forms W-8ECI or W-8BEN upon the expiration of any previously delivered form
\nor comparable statements in accordance with applicable U.S. law and regulations
\nand amendments thereto, duly executed and completed by the Assignee, and (c)
\nagrees to comply with all applicable U.S. laws and regulations with regard to
\nsuch withholding tax exemption.<\/p>\n
         8.       REPRESENTATIONS AND WARRANTIES.<\/p>\n
                  (a) The Assignor represents and warrants that (i) it is the
\nlegal and beneficial owner of the interest being assigned by it hereunder and
\nthat such interest is free and clear of any Lien or other adverse claim; (ii) it
\nis duly organized and existing and it has the full power and authority to take,
\nand has taken, all action necessary to execute and deliver this Assignment and
\nAcceptance and any other documents required or permitted to be executed or
\ndelivered by it in connection with this Assignment and Acceptance and to fulfill
\nits obligations hereunder; (iii) no notices to, or consents, authorizations or
\napprovals of, any Person are required (other than any already given or obtained)
\nfor its due execution, delivery and performance of this Assignment and
\nAcceptance, and apart from any agreements or undertakings or filings required by
\nthe Credit Agreement, no further action by, or notice to, or filing with, any
\nPerson is required of it for such execution, delivery or performance; and (iv)
\nthis Assignment and Acceptance has been duly executed and delivered by it and
\nconstitutes the legal, valid and binding obligation of the Assignor, enforceable
\nagainst the Assignor in accordance with the terms hereof, subject, as to<\/p>\n
                                      F-4<\/p>\n
enforcement, to bankruptcy, insolvency, moratorium, reorganization and other
\nlaws of general application relating to or affecting creditors’ rights and to
\ngeneral equitable principles.<\/p>\n
                  (b) The Assignor makes no representation or warranty and
\nassumes no responsibility with respect to any statements, warranties or
\nrepresentations made in or in connection with the Credit Agreement or the
\nexecution, legality, validity, enforceability, genuineness, sufficiency or value
\nof the Credit Agreement or any other instrument or document furnished pursuant
\nthereto. The Assignor makes no representation or warranty in connection with,
\nand assumes no responsibility with respect to, the solvency, financial condition
\nor statements of the Borrowers, or the performance or observance by the
\nBorrowers, of any of its respective obligations under the Credit Agreement or
\nany other instrument or document furnished in connection therewith.<\/p>\n
                  (c) The Assignee represents and warrants that (i) it is duly
\norganized and existing and it has full power and authority to take, and has
\ntaken, all action necessary to execute and deliver this Assignment and
\nAcceptance and any other documents required or permitted to be executed or
\ndelivered by it in connection with this Assignment and Acceptance, and to
\nfulfill its obligations hereunder; (ii) no notices to, or consents,
\nauthorizations or approvals of, any Person are required (other than any already
\ngiven or obtained) for its due execution, delivery and performance of this
\nAssignment and Acceptance; and apart from any agreements or undertakings or
\nfilings required by the Credit Agreement, no further action by, or notice to, or
\nfiling with, any Person is required of it for such execution, delivery or
\nperformance; (iii) this Assignment and Acceptance has been duly executed and
\ndelivered by it and constitutes the legal, valid and binding obligation of the
\nAssignee, enforceable against the Assignee in accordance with the terms hereof,
\nsubject, as to enforcement, to bankruptcy, insolvency, moratorium,
\nreorganization and other laws of general application relating to or affecting
\ncreditors’ rights and to general equitable principles; and (iv) it is an
\nEligible Assignee.<\/p>\n
         9.       FURTHER ASSURANCES.<\/p>\n
                  The Assignor and the Assignee each hereby agree to execute and
\ndeliver such other instruments, and take such other action, as either party may
\nreasonably request in connection with the transactions contemplated by this
\nAssignment and Acceptance, including the delivery of any notices or other
\ndocuments or instruments to the Borrower or the Agent, which may be required in
\nconnection with the assignment and assumption contemplated hereby.<\/p>\n
         10.      MISCELLANEOUS.<\/p>\n
                  (a) Any amendment or waiver of any provision of this
\nAssignment and Acceptance shall be in writing and signed by the parties hereto.
\nNo failure or delay by either party hereto in exercising any right, power or
\nprivilege hereunder shall operate as a waiver thereof and any waiver of any
\nbreach of the provisions of this Assignment and Acceptance shall be without
\nprejudice to any rights with respect to any other or further breach thereof.<\/p>\n
                  (b) All payments made hereunder shall be made without any
\nset-off or counterclaim.<\/p>\n
                                      F-5<\/p>\n
                  (c) The Assignor and the Assignee shall each pay its own costs
\nand expenses incurred in connection with the negotiation, preparation, execution
\nand performance of this Assignment and Acceptance.<\/p>\n
                  (d) This Assignment and Acceptance may be executed in any
\nnumber of counterparts and all of such counterparts taken together shall be
\ndeemed to constitute one and the same instrument.<\/p>\n
                  (e) THIS ASSIGNMENT AND ACCEPTANCE SHALL BE GOVERNED BY AND
\nCONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF CALIFORNIA. THE ASSIGNOR
\nAND THE ASSIGNEE EACH IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF
\nANY STATE OR FEDERAL COURT SITTING IN LOS ANGELES COUNTY, CALIFORNIA, OVER ANY
\nSUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS ASSIGNMENT AND
\nACCEPTANCE AND IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR
\nPROCEEDING MAY BE HEARD AND DETERMINED IN SUCH LOS ANGELES COUNTY, CALIFORNIA,
\nSTATE OR FEDERAL COURT. EACH PARTY TO THIS ASSIGNMENT AND ACCEPTANCE HEREBY
\nIRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO, THE DEFENSE
\nOF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING.<\/p>\n
                  (f) THE ASSIGNOR AND THE ASSIGNEE EACH HEREBY KNOWINGLY,
\nVOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY
\nIN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN
\nCONNECTION WITH THIS ASSIGNMENT AND ACCEPTANCE, THE CREDIT AGREEMENT, ANY
\nRELATED DOCUMENTS AND AGREEMENTS OR ANY COURSE OF CONDUCT, COURSE OF DEALING, OR
\nSTATEMENTS (WHETHER ORAL OR WRITTEN).<\/p>\n
                  IN WITNESS WHEREOF, the Assignor and the Assignee have caused
\nthis Assignment and Acceptance to be executed and delivered by their duly
\nauthorized officers as of the date first above written.<\/p>\n
                                       [ASSIGNOR]<\/p>\n
                                       By: [________________________]
\n                                       Title: [_____________________]
\n                                       Address: [___________________]<\/p>\n
                                       [ASSIGNEE]<\/p>\n
                                       By: [________________________]
\n                                       Title: [_____________________]
\n                                       Address: [___________________]<\/p>\n
                                      F-6<\/p>\n
                                      F-7<\/p>\n
                                   SCHEDULE 1<\/p>\n
                                       to<\/p>\n
                            ASSIGNMENT AND ACCEPTANCE<\/p>\n
                       NOTICE OF ASSIGNMENT AND ACCEPTANCE<\/p>\n
                                                           [______] [__], 200[_]<\/p>\n
Bank of America, N.A.
\n55 South Lake Avenue
\nPasadena, California 91101<\/p>\n
Attn: [_______________________]<\/p>\n
Re:  FLEETWOOD ENTERPRISES, INC. AND ITS SUBSIDIARIES<\/p>\n
Ladies and Gentlemen:<\/p>\n
                  We refer to the Credit Agreement dated as of July 27, 2001 (as
\namended, amended and restated, modified, supplemented or renewed from time to
\ntime the “CREDIT AGREEMENT”) among FLEETWOOD ENTERPRISES, INC., a Delaware
\ncorporation (“FLEETWOOD”), as a Guarantor, FLEETWOOD HOLDINGS INC., a Delaware
\ncorporation (“HOLDINGS”), FLEETWOOD RETAIL CORP., a Delaware corporation
\n(“RETAIL”), those Subsidiaries of Holdings and Retail set forth in the Credit
\nAgreement (each of Holdings, Retail and each Subsidiary individually, a
\n“BORROWER” and, collectively, the “BORROWERS”), the Lenders referred to therein,
\nBANK OF AMERICA, N.A., as administrative agent for the Lenders (in its capacity
\nas administrative agent, the “AGENT”), CITICORP USA, INC., as the documentation
\nagent (in its capacity as documentation agent, the “DOCUMENTATION AGENT”), and
\nHELLER FINANCIAL, INC., as the syndication agent (in its capacity as syndication
\nagent, the “SYNDICATION AGENT”). Terms defined in the Credit Agreement are used
\nherein as therein defined.<\/p>\n
                  1. We hereby give you notice of, and request your consent to,
\nthe assignment by [_____________________] (the “ASSIGNOR”) to [_______________]
\n(the “ASSIGNEE”) of [__]% of the right, title and interest of the Assignor in
\nand to the Credit Agreement (including the right, title and interest of the
\nAssignor in and to the Commitments of the Assignor, all outstanding Loans made
\nby the Assignor and the Assignor’s participation in the Letters of Credit
\npursuant to the Assignment and Acceptance Agreement attached hereto (the
\n“ASSIGNMENT AND ACCEPTANCE”). We understand and agree that the Assignor’s
\nRevolving Credit Commitment, as of [______] [__], 200[_], is $ [___________],
\nthe aggregate amount of its outstanding Revolving Loans is $[__________], its
\nparticipation in L\/C Obligations is $[___________], [and the aggregate amount of
\nits outstanding Term Loans is $___________].<\/p>\n
                                      F-8<\/p>\n
                  2. The Assignee agrees that, upon receiving the consent of the
\nAgent to such assignment, the Assignee will be bound by the terms of the Credit
\nAgreement as fully and to the same extent as if the Assignee were the Lender
\noriginally holding such interest in the Credit Agreement.<\/p>\n
                  3. The following administrative details apply to the Assignee:<\/p>\n
                           (A)   Notice Address:<\/p>\n
                                 Assignee name: [_______________________]
\n                                 Address: [_____________________________]
\n                                          [_____________________________]
\n                                          [_____________________________]
\n                                 Attention: [___________________________]
\n                                 Telephone: [(__)_______________________]
\n                                 Telecopier: [(__)______________________]
\n                                 Telex (Answerback): [__________________]<\/p>\n
                           (B)   Payment Instructions:<\/p>\n
                                 Account No.: [_________________________]
\n                                          At: [_________________________]
\n                                              [_________________________]
\n                                              [_________________________]
\n                                 Reference:   [_________________________]
\n                                 Attention:   [_________________________]<\/p>\n
                  4. You are entitled to rely upon the representations,
\nwarranties and covenants of each of the Assignor and Assignee contained in the
\nAssignment and Acceptance.<\/p>\n
                  IN WITNESS WHEREOF, the Assignor and the Assignee have caused
\nthis Notice of Assignment and Acceptance to be executed by their respective duly
\nauthorized officials, officers or agents as of the date first above mentioned.<\/p>\n
                                              Very truly yours,<\/p>\n
                                              [NAME OF ASSIGNOR]<\/p>\n
                                              By: _______________________<\/p>\n
                                              Title: ____________________<\/p>\n
                                              [NAME OF ASSIGNEE]<\/p>\n
                                              By: _______________________<\/p>\n
                                              Title: ____________________<\/p>\n
                                      F-9<\/p>\n
ACKNOWLEDGED AND ASSIGNMENT
\nCONSENTED TO:<\/p>\n
BANK OF AMERICA, N.A., as Agent<\/p>\n
By: ___________________________<\/p>\n
Title: ________________________<\/p>\n
                                      F-10<\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6846,7104,7546,7615],"corporate_contracts_industries":[9415,9452,9391],"corporate_contracts_types":[9561,9560],"class_list":["post-40959","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-bank-of-america-corp","corporate_contracts_companies-citigroup-inc","corporate_contracts_companies-fleetwood-enterprises-inc","corporate_contracts_companies-general-electric-co","corporate_contracts_industries-financial__banks","corporate_contracts_industries-manufacturing__conglomerates","corporate_contracts_industries-autos__rvs","corporate_contracts_types-finance__credit","corporate_contracts_types-finance"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40959","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=40959"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40959"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40959"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40959"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}