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Preview Full Doc	2001	Agreement and General Release Agreement and General Release (18K) Doc #253018: Click preview link for longer preview. AGREEMENT AND GENERAL RELEASE This Agreement and General Release (the "Agreement") is made and entered into as of the 5th day of September, 2000, by and between Champion Enterprises, Inc. a Michigan corporation whose address is 2701 Cambridge Court, Suite 300, Auburn Hills, Michigan, 48326, and its subsidiaries, affiliates, and related entities, and any divisions thereof (together, the "Employer") and Joseph H. Stegmayer (the "Employee"). WHEREAS, Employee has been employed by Employer, and Employee has elected to conclude such employment on or about September 5, 2000; and WHEREAS, Employee voluntarily and with full knowledge of Employee's rights and the provisions herein, now desires to waive Employee's rights and to settle, compromise, and dispose of any claims that Employee has or might have against Employer (or its affiliates) as set forth herein upon the terms and conditions hereinafter set forth; NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein, and other valuable consideration, it is hereby covenanted and agreed as follows: 1. Releases. (a) Employee (for Employee and Employee's family, heirs, executors, administrators, personal representatives, legal representatives, successors and assigns), hereby forever and fully releases, acquits, and discharges Employer together with all of the officers, directors, agents, employees, successors or assigns of Employer, of and from any and all claims, causes of action, agreements, or any other liability of any nature whatsoever, whether known or unknown, foreseen or unforeseen, arising out of any matter or event occurring on or prior to the date hereof, including, but not limited to, claims related in any way to employment, wrongful discharge, negligent or intentional infliction of emotional distress, defamation, age discrimination or any other form of discrimination, breach of contract, claims for unused vacation pay, or any and all other claims of any nature arising out of or in any way relating to any employment agreement that Employee has had with the Employer (including claims for any payments now or hereafter owed under any such employment agreement), any other contract or agreement between Employee and Employer, or Employee's employment with the Employer or conclusion thereof, including any and all claims under any federal, state or local laws, regulations, rules or ordinances, including any claims under the Age Discrimination in Employment Act of 1967 (as amended), claims for any other benefit, or for violation of the Employee Retirement Income Security Act of 1974 (as amended). Employer and Employee recognize and agree that this release does not prejudice (i) Employee's rights as a shareholder of Employer, (ii) any rights of Employee under the Champion Enterprises, Inc. 253018	Fleetwood Fleetwood Enterprises, Inc. ( Capital Goods ) As referenced in this Agreement and General Release: Fleetwood Enterprises, – 2001 but only as to the following six companies (or their affiliates or successors): American Homestar Corporation, Cavalier Homes, Inc. Clayton Homes, Inc., Fleetwood Enterprises, Inc., Oakwood Homes Corporation, or Palm Harbor Homes, Inc. Without limiting the foregoing, Employee agrees that during that same period, he shall _____________ dt 220642 ; Cavalier Homes Cavalier Homes Inc. ( Construction ) As referenced in this Agreement and General Release: Cavalier Homes, – force and effect until January 1, 2001 but only as to the following six companies (or their affiliates or successors): American Homestar Corporation, Cavalier Homes, Inc. Clayton Homes, Inc., Fleetwood Enterprises, Inc., Oakwood Homes Corporation, or Palm Harbor Homes, Inc. Without limiting the foregoing, Employee agrees that _____________ dt 95240 ;	Champion Champion Enterprises Inc. As referenced in this Agreement and General Release: Champion Enterprises, – This Agreement and General Release (the "Agreement") is made and entered into as of the 5th day of September, 2000, by and between Champion Enterprises, Inc. a Michigan corporation whose address is 2701 Cambridge Court, Suite 300, Auburn Hills, Michigan, 48326, and its subsidiaries, affiliates, and related _____________ Champion Enterprises, – agree that this release does not prejudice (i) Employee's rights as a shareholder of Employer, (ii) any rights of Employee under the Champion Enterprises, Inc. 1 {PAGE} 2 Deferred Compensation Plan and the Champion Enterprises, Inc. Corporate Officer Stock Purchase Plan, (iii) any rights of Employee ( _____________ Champion Enterprises, – as a shareholder of Employer, (ii) any rights of Employee under the Champion Enterprises, Inc. 1 {PAGE} 2 Deferred Compensation Plan and the Champion Enterprises, Inc. Corporate Officer Stock Purchase Plan, (iii) any rights of Employee (through the date of conclusion of employment) to salary and benefits _____________ Champion Enterprises, – ii) the January 12, 1998 Non-Qualified Stock Option Agreement between the parties, (iii) the September 10, 1998 Stock Option Agreement under the Champion Enterprises, Inc. 1995 Stock Option and Incentive Plan, and (iv) the January 12, 1998 Champion Enterprises, Inc. Change in Control Severance Agreement, as _____________ Champion Enterprises, – September 10, 1998 Stock Option Agreement under the Champion Enterprises, Inc. 1995 Stock Option and Incentive Plan, and (iv) the January 12, 1998 Champion Enterprises, Inc. Change in Control Severance Agreement, as amended February 18, 1999. 9. Proprietary Information and Confidentiality. Employee acknowledges that under the Employment _____________ dt 95382 ; Oakwood Homes Oakwood Homes Corp. ( Construction ) As referenced in this Agreement and General Release: Oakwood Homes – as to the following six companies (or their affiliates or successors): American Homestar Corporation, Cavalier Homes, Inc. Clayton Homes, Inc., Fleetwood Enterprises, Inc., Oakwood Homes Corporation, or Palm Harbor Homes, Inc. Without limiting the foregoing, Employee agrees that during that same period, he shall not personally, directly or _____________ dt 97628
Full Doc	2005	Agreement as to Joint Filing of Schedule 13G Agreement as to Joint Filing of Schedule 13G (1K) Doc #389089: This document is immediately available for purchase, but does not have a preview available for viewing. 389089	Fleetwood Fleetwood Enterprises, Inc. ( Capital Goods ) ;	Citigroup Citigroup Inc. ( Money Center Banks ) As referenced in this Agreement as to Joint Filing of Schedule 13G: CITIGROUP INC – MANAGEMENT LLC By: /s/ Thomas C. Mandia -------------------------------------------- Name: Thomas C. Mandia Title: Secretary CITIGROUP GLOBAL MARKETS HOLDINGS INC. By: /s/ David C. Goldberg -------------------------------------------- Name: David C. Goldberg Title: Assistant Secretary CITIGROUP INC . By: /s/ David C. Goldberg -------------------------------------------- Name: David C. Goldberg Title: Assistant Secretary {/TEXT} {/DOCUMENT} _____________ dt 1014766
Full Doc	2004	Agreement as to Joint Filing of Schedule 13G Agreement as to Joint Filing of Schedule 13G (1K) Doc #389125: This document is immediately available for purchase, but does not have a preview available for viewing. 389125	Fleetwood Fleetwood Enterprises, Inc. ( Capital Goods ) ;	Citigroup Citigroup Inc. ( Money Center Banks ) As referenced in this Agreement as to Joint Filing of Schedule 13G: CITIGROUP INC – MANAGEMENT LLC By: /s/ Thomas C. Mandia -------------------------------------------- Name: Thomas C. Mandia Title: Secretary CITIGROUP GLOBAL MARKETS HOLDINGS INC. By: /s/ David C. Goldberg -------------------------------------------- Name: David C. Goldberg Title: Assistant Secretary CITIGROUP INC . By: /s/ David C. Goldberg -------------------------------------------- Name: David C. Goldberg Title: Assistant Secretary {/TEXT} {/DOCUMENT} _____________ dt 1014767
Full Doc	2004	Agreement as to Joint Filing of Schedule 13G Agreement as to Joint Filing of Schedule 13G (1K) Doc #389143: This document is immediately available for purchase, but does not have a preview available for viewing. 389143	Fleetwood Fleetwood Enterprises, Inc. ( Capital Goods ) ;	Citigroup Citigroup Inc. ( Money Center Banks ) As referenced in this Agreement as to Joint Filing of Schedule 13G: CITIGROUP INC – MANAGEMENT LLC By: /s/ Thomas C. Mandia -------------------------------------------- Name: Thomas C. Mandia Title: Secretary CITIGROUP GLOBAL MARKETS HOLDINGS INC. By: /s/ Joseph B. Wollard -------------------------------------------- Name: Joseph B. Wollard Title: Assistant Secretary CITIGROUP INC . By: /s/ Joseph B. Wollard -------------------------------------------- Name: Joseph B. Wollard Title: Assistant Secretary {/TEXT} {/DOCUMENT} _____________ dt 1014768
Full Doc	2003	Agreement as to Joint Filing of Schedule 13G Agreement as to Joint Filing of Schedule 13G (2K) Doc #389169: This document is immediately available for purchase, but does not have a preview available for viewing. 389169	Fleetwood Fleetwood Enterprises, Inc. ( Capital Goods ) ;	Citigroup Citigroup Inc. ( Money Center Banks ) As referenced in this Agreement as to Joint Filing of Schedule 13G: CITIGROUP INC – MANAGEMENT LLC By: /s/ Christina T. Sydor -------------------------------------------- Name: Christina T. Sydor Title: Secretary CITIGROUP GLOBAL MARKETS HOLDINGS INC. By: /s/ Joseph B. Wollard -------------------------------------------- Name: Joseph B. Wollard Title: Assistant Secretary CITIGROUP INC . By: /s/ Serena D. Moe -------------------------------------------- Name: Serena D. Moe Title: Assistant Secretary {/TEXT} {/DOCUMENT} _____________ dt 1014769
Full Doc	2003	Agreement as to Joint Filing of Schedule 13G Agreement as to Joint Filing of Schedule 13G (2K) Doc #389170: This document is immediately available for purchase, but does not have a preview available for viewing. 389170	Fleetwood Fleetwood Enterprises, Inc. ( Capital Goods ) ;	Citigroup Citigroup Inc. ( Money Center Banks ) As referenced in this Agreement as to Joint Filing of Schedule 13G: CITIGROUP INC – MANAGEMENT LLC By: /s/ Christina T. Sydor -------------------------------------------- Name: Christina T. Sydor Title: Secretary CITIGROUP GLOBAL MARKETS HOLDINGS INC. By: /s/ Joseph B. Wollard -------------------------------------------- Name: Joseph B. Wollard Title: Assistant Secretary CITIGROUP INC . By: /s/ Serena D. Moe -------------------------------------------- Name: Serena D. Moe Title: Assistant Secretary {/TEXT} {/DOCUMENT} _____________ dt 1014770
Full Doc	2003	Agreement as to Joint Filing of Schedule 13G Agreement as to Joint Filing of Schedule 13G (1K) Doc #389184: This document is immediately available for purchase, but does not have a preview available for viewing. 389184	Fleetwood Fleetwood Enterprises, Inc. ( Capital Goods ) ;	Citigroup Citigroup Inc. ( Money Center Banks ) As referenced in this Agreement as to Joint Filing of Schedule 13G: CITIGROUP INC – MANAGEMENT LLC By: /s/ Christina T. Sydor -------------------------------------------- Name: Christina T. Sydor Title: Secretary SALOMON SMITH BARNEY HOLDINGS INC. By: /s/ Joseph B. Wollard -------------------------------------------- Name: Joseph B. Wollard Title: Assistant Secretary CITIGROUP INC . By: /s/ Joseph B. Wollard -------------------------------------------- Name: Joseph B. Wollard Title: Assistant Secretary {/TEXT} {/DOCUMENT} _____________ dt 1014771
Full Doc	2008	Articles of Incorporation Articles of Incorporation (5K) Doc #3674318: This document is immediately available for purchase, but does not have a preview available for viewing. 3674318	Fleetwood Fleetwood Enterprises, Inc. ( Capital Goods )
Full Doc	2008	Articles of Incorporation Articles of Incorporation (4K) Doc #3674320: This document is immediately available for purchase, but does not have a preview available for viewing. 3674320	Fleetwood Fleetwood Enterprises, Inc. ( Capital Goods )
Full Doc	2008	Articles of Incorporation Articles of Incorporation (5K) Doc #3674322: This document is immediately available for purchase, but does not have a preview available for viewing. 3674322	Fleetwood Fleetwood Enterprises, Inc. ( Capital Goods )
Preview Full Doc	2005	Asset Purchase Agreement Asset Purchase Agreement (207K) Doc #1054808: Click preview link for longer preview. Exhibit 2.1 ASSET PURCHASE AGREEMENT By and among Fleetwood Enterprises, Inc., Fleetwood Retail Corp. and Fleetwood Retail Corp. Affiliates and CMH Homes, Inc. and CMH of KY., Inc. as of July 7, 2005 TABLE OF CONTENTS ARTICLE I DEFINITIONS ARTICLE II . . . 1054808	Fleetwood Fleetwood Enterprises, Inc. ( Capital Goods ) As referenced in this Asset Purchase Agreement: Fleetwood Enterprises, Inc – Fleetwood Enterprises Inc EX-2.1 2 a05-12093_1ex2d1.htm EX-2.1 Exhibit 2.1 ASSET PURCHASE AGREEMENT By and among Fleetwood Enterprises, Inc ., Fleetwood Retail Corp. and Fleetwood Retail Corp. Affiliates and CMH Homes, Inc. and CMH of KY., Inc. as of July 7, 2005 TABLE OF CONTENTS ARTICLE I DEFINITIONS ARTICLE _____________ Fleetwood Enterprises, Inc – corporation (“CMH”), CMH of KY., Inc., a Kentucky corporation (“CMH of KY” and, collectively with CMH, “Buyers” and each individually, a “Buyer”), Fleetwood Enterprises, Inc ., a Delaware corporation (“Parent”), Fleetwood Retail Corp., a Delaware corporation (“FRC”), and the FRC Affiliates listed on the Disclosure Schedule (the “Seller Affiliates” _____________ Fleetwood Enterprises, Inc – name or title) designated below (or to such other address or facsimile number or person as a party may designate by notice to the other parties): 56 Parent and Sellers: Fleetwood Enterprises, Inc . 3125 Myers Street Riverside, California 92503 Attention: Leonard J. McGill, Esq. Senior Vice President, General Counsel and Secretary Fax no.: (951) 977-2097 with a copy to: Nelson Mullins _____________ FLEETWOOD ENTERPRISES, INC – be deemed to be their original signatures for all purposes. 61 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. CMH HOMES, INC. FLEETWOOD ENTERPRISES, INC . By: /s/ David M. Booth By: /s/ Leonard J. McGill David M. Booth, President Leonard J. McGill, Senior Vice President, General Counsel and Secretary CMH OF KY., INC. FLEETWOOD _____________ Fleetwood Enterprises, Inc – Homes”), CMH of KY., Inc., a Kentucky corporation (“CMH of KY” and, collectively with CMH Homes, “Buyers” and each individually, a “Buyer”), and Fleetwood Enterprises, Inc ., a Delaware corporation (“FEI”). WITNESSETH: WHEREAS, Buyers, FEI, and certain subsidiaries of FEI (“Sellers”), have entered into an Asset Purchase Agreement dated as of , 2005, ( _____________ dt 1490972 ; Lehman Brothers Lehman Brothers Inc. ( Financial ) As referenced in this Asset Purchase Agreement: Lehman Brothers, Inc – thereof will be subject to any liability to Buyers or any other Person resulting from the distribution to Buyers, or Buyers’ use of, the confidential Memorandum 48 prepared by Lehman Brothers, Inc . dated April 2005, relating to the FRC Business or any document or material made available to Buyers in certain “data rooms,” management presentations or any other form _____________ dt 1512400 ;	Nelson Mullins Nelson Mullins Riley & Scarborough ( Legal ) As referenced in this Asset Purchase Agreement: Nelson Mullins – 160; Closing. The purchase and sale provided for in this Agreement (the “Closing”) will take place at the offices of Nelson Mullins Riley & Scarborough, LLP at 999 Peachtree Street, N.E., Suite 1400, Atlanta, GA 30309, commencing at 10:00 a.m. (local time) on the latest of (a) August _____________ Nelson Mullins – Fleetwood Enterprises, Inc. 3125 Myers Street Riverside, California 92503 Attention: Leonard J. McGill, Esq. Senior Vice President, General Counsel and Secretary Fax no.: (951) 977-2097 with a copy to: Nelson Mullins Riley & Scarborough, L.L.P. 151 Meeting Street, Suite 600 Charleston, South Carolina 29401-2239 Attention: Michael D. Bryan, Esq. Fax no.: (843) 720-4349 CMH Homes, Inc. _____________ Nelson Mullins – Fleetwood Enterprises, Inc. 3125 Myers Street Riverside, California 92503 Attention: Leonard J. McGill, Esq. Senior Vice President, General Counsel and Secretary Fax no.: (951) 977-2097 with a copy to: Nelson Mullins Riley & Scarborough, L.L.P. 151 Meeting Street, Suite 600 Charleston, South Carolina 29401-2239 Attention: Michael D. Bryan, Esq. Fax no.: (843) 720-4349 Buyers: CMH Homes, _____________ dt 1379439
Preview Full Doc	2009	Asset Purchase Agreement Asset Purchase Agreement (170K) Doc #3674255: Click preview link for longer preview. 3674255	Fleetwood Fleetwood Enterprises, Inc. ( Capital Goods )
Preview Full Doc	2009	Asset Purchase Agreement Asset Purchase Agreement (95K) Doc #3674260: Click preview link for longer preview. 3674260	Fleetwood Fleetwood Enterprises, Inc. ( Capital Goods )
Preview Full Doc	2008	Bylaws Bylaws (20K) Doc #3674309: Click preview link for longer preview. 3674309	Fleetwood Fleetwood Enterprises, Inc. ( Capital Goods )
Full Doc	2008	Bylaws Bylaws (24K) Doc #3674311: This document is immediately available for purchase, but does not have a preview available for viewing. 3674311	Fleetwood Fleetwood Enterprises, Inc. ( Capital Goods )
Full Doc	2008	Bylaws Bylaws (27K) Doc #3674313: This document is immediately available for purchase, but does not have a preview available for viewing. 3674313	Fleetwood Fleetwood Enterprises, Inc. ( Capital Goods )
Preview Full Doc	2008	Bylaws Bylaws (27K) Doc #3674319: Click preview link for longer preview. 3674319	Fleetwood Fleetwood Enterprises, Inc. ( Capital Goods )
Preview Full Doc	2008	Bylaws Bylaws (24K) Doc #3674321: Click preview link for longer preview. 3674321	Fleetwood Fleetwood Enterprises, Inc. ( Capital Goods )
Preview Full Doc	2008	Bylaws Bylaws (29K) Doc #3674329: Click preview link for longer preview. 3674329	Fleetwood Fleetwood Enterprises, Inc. ( Capital Goods )
Preview Full Doc	2008	Bylaws Bylaws (24K) Doc #3674331: Click preview link for longer preview. 3674331	Fleetwood Fleetwood Enterprises, Inc. ( Capital Goods )
Preview Full Doc	2008	Bylaws Bylaws (24K) Doc #3674341: Click preview link for longer preview. 3674341	Fleetwood Fleetwood Enterprises, Inc. ( Capital Goods )
Preview Full Doc	2008	Bylaws Bylaws (24K) Doc #3674345: Click preview link for longer preview. 3674345	Fleetwood Fleetwood Enterprises, Inc. ( Capital Goods )
Full Doc	2008	Bylaws Bylaws (7K) Doc #3674363: This document is immediately available for purchase, but does not have a preview available for viewing. 3674363	Fleetwood Fleetwood Enterprises, Inc. ( Capital Goods )
Full Doc	2010	Bylaws Bylaws (54K) Doc #3911859: This document is immediately available for purchase, but does not have a preview available for viewing. 3911859	Fleetwood Fleetwood Enterprises, Inc. ( Capital Goods )
Full Doc	2007	Fleetwood Enterprises, Inc. Fleetwood Enterprises, Inc. (1K) Doc #2996150: This document is immediately available for purchase, but does not have a preview available for viewing. 2996150	Fleetwood Fleetwood Enterprises, Inc. ( Capital Goods )
Full Doc	2007	Fleetwood Enterprises, Inc. Fleetwood Enterprises, Inc. (2K) Doc #2996151: This document is immediately available for purchase, but does not have a preview available for viewing. 2996151	Fleetwood Fleetwood Enterprises, Inc. ( Capital Goods )
Full Doc	2008	Certificate of Incorporation Certificate of Incorporation (7K) Doc #3674324: This document is immediately available for purchase, but does not have a preview available for viewing. 3674324	Fleetwood Fleetwood Enterprises, Inc. ( Capital Goods )
Preview Full Doc	2001	Change in Control Agreement Change in Control Agreement (34K) Doc #389316: Click preview link for longer preview. CHANGE IN CONTROL AGREEMENT This AGREEMENT RE: CHANGE IN CONTROL (this "Agreement") is dated as of _____________, 2001 and is entered into by and between _________________________ ("Executive") and Fleetwood Enterprises, Inc., a Delaware corporation (the "Company"). BACKGROUND ---------- The Company believes that because of its position in the industry, financial resources and historical operating results there is a possibility that the Company may become the subject of a Change in Control (as defined below), either now or at some time in the future. The Company believes that it is in the best interest of the Company and its stockholders to foster Executive's objectivity in making decisions with respect to any pending or threatened Change in Control of the Company and to assure that the Company will have the continued dedication and availability of Executive, notwithstanding the possibility, threat or occurrence of a Change in Control. The Company believes that these goals can best be accomplished by alleviating certain of the risks and uncertainties with regard to Executive's financial and professional security that would be created by a pending or threatened Change in Control and that inevitably would distract Executive and could impair his ability to objectively perform his duties for and on behalf of the Company. Accordingly, the Company believes that it is appropriate and in the best interest of the Company and its stockholders to provide to Executive compensation arrangements upon a Change in Control that lessen Executive's financial risks and uncertainties and that are reasonably competitive with those of other corporations. With these and other considerations in mind, the Compensation Committee of the Company has authorized the Company to enter into this Agreement with the Executive to provide the protections set forth herein for Executive's financial security following a Change in Control. NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration the receipt of which is hereby acknowledged, it is hereby agreed as follows: AGREEMENT --------- 1. TERM OF AGREEMENT. This Agreement shall be effective from the date first written above and, subject to the provisions of Section 4, shall extend to (and thereupon automatically terminate) one (1) day after Executive's termination of employment with the Company for any reason. No termination of this Agreement shall limit, alter or otherwise affect Executive's rights hereunder with respect to a Change in Control which has occurred prior to such termination, including without limitation Executive's right to receive the various benefits hereunder. 2. PURPOSE OF AGREEMENT. The purpose of this Agreement is to provide that, in the event of a "Change in Control," Executive may become entitled to receive certain additional benefits, as described herein, in the event of his termination under specified circumstances. {Page} 3. CHANGE IN CONTROL. As used in this Agreement, the phrase "Change in Control" shall mean: (i) Except as provided by subparagraph (iii) hereof, the acquisition (other than from the Company) by any person, entity or "group", within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (excluding, for this purpose, the Company or its subsidiaries, or any executive benefit plan of the Company or its subsidiaries which acquires beneficial ownership of voting securities of the Company), of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of twenty-five percent (25%) or more of either the then outstanding shares of common stock or the combined voting power of the Company's then outstanding voting securities entitled to vote generally in the election of directors; or (ii) Individuals who, as of the date hereof, constitute the Board of Directors of the Company (as of the date hereof the "Incumbent Board") cease for any reason to constitute at least a majority of the Board of Directors of the Company, provided that any person becoming a director subsequent to the date hereof whose election, or nomination for election by the Company's stockholders, is or was approved by a vote of at least a majority of the directors then comprising the Incumbent Board (other than an election or nomination of an individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the Directors of the Company) shall be, for purposes of this Agreement, considered as though such person were a member of the Incumbent Board; or (iii) Approval by the stockholders of the Company of a reorganization, merger or consolidation with any other person, entity or corporation, other than (1) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of another entity) more than fifty percent (50%) of the combined voting power of the voting securities of the Company or such other entity outstanding immediately 389316	Fleetwood Fleetwood Enterprises, Inc. ( Capital Goods ) As referenced in this Change in Control Agreement: Fleetwood Enterprises, Inc – 10(b) CHANGE IN CONTROL AGREEMENT This AGREEMENT RE: CHANGE IN CONTROL (this "Agreement") is dated as of _____________, 2001 and is entered into by and between _________________________ ("Executive") and Fleetwood Enterprises, Inc ., a Delaware corporation (the "Company"). BACKGROUND ---------- The Company believes that because of its position in the industry, financial resources and historical operating results there is a possibility that the _____________ Fleetwood Enterprises, Inc – receipt requested, and addressed or delivered as follows, or at such other addresses the party addressed may have substituted by notice pursuant to this Section: To the Company: To Executive: Fleetwood Enterprises, Inc . ------------------------- 3125 Myers Street Home Address Riverside, California 92503-5527 City, State, Zip Attn: General Counsel 17. CAPTIONS. The captions of this Agreement are inserted for convenience and do not _____________ FLEETWOOD ENTERPRISES, INC – Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered effective as of the day and year first written above. -------------------------- [Name of Executive] FLEETWOOD ENTERPRISES, INC ., a Delaware corporation By: ----------------------------------------------- Name: ------------------------------------------ Title: ----------------------------------------- 10 {/TEXT} {/DOCUMENT} _____________ dt 1490965
Preview Full Doc	2001	Common Securities Guarantee Agreement Common Securities Guarantee Agreement (27K) Doc #389252: Click preview link for longer preview. COMMON SECURITIES GUARANTEE AGREEMENT FLEETWOOD ENTERPRISES, INC. Dated as of [__________], 2002 = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = COMMON SECURITIES GUARANTEE AGREEMENT This COMMON SECURITIES GUARANTEE AGREEMENT (the "Common Securities Guarantee"), dated as of [___________], 2002, is executed and delivered by Fleetwood Enterprises, Inc., a Delaware corporation (the "Guarantor"), for the benefit of the Holders ( . . . 389252	Fleetwood Fleetwood Enterprises, Inc. ( Capital Goods ) As referenced in this Common Securities Guarantee Agreement: FLEETWOOD ENTERPRISES, INC – {DOCUMENT} {TYPE}EX-4.13 {SEQUENCE}10 {FILENAME}a2065542zex-4_13.txt {DESCRIPTION}EXHIBIT 4.13 {TEXT} {Page} EXHIBIT 4.13 = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = COMMON SECURITIES GUARANTEE AGREEMENT FLEETWOOD ENTERPRISES, INC . Dated as of [__________], 2002 = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = {Page} COMMON SECURITIES GUARANTEE AGREEMENT This COMMON SECURITIES GUARANTEE AGREEMENT (the "Common Securities Guarantee"), dated as of [___________], 2002, is executed and delivered by _____________ Fleetwood Enterprises, Inc – INC. Dated as of [__________], 2002 = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = {Page} COMMON SECURITIES GUARANTEE AGREEMENT This COMMON SECURITIES GUARANTEE AGREEMENT (the "Common Securities Guarantee"), dated as of [___________], 2002, is executed and delivered by Fleetwood Enterprises, Inc ., a Delaware corporation (the "Guarantor"), for the benefit of the Holders (as defined herein) from time to time of Common Securities (as defined in the Declaration) of Fleetwood Capital _____________ Fleetwood Enterprises, Inc – trustee, under which the Existing Debentures were issued. "EXISTING PREFERRED SECURITIES GUARANTEE" has the same meaning as given to that term in the Indenture. "FLEETWOOD COMMON STOCK" means shares of Fleetwood Enterprises, Inc ., common stock, par value $1.00 per share. "GUARANTEE PAYMENTS" means the following payments or distributions, without duplication, with respect to the Common Securities, to the extent not paid _____________ Fleetwood Enterprises, Inc – Trustees at the Issuer's mailing address set forth below (or such other address as the Issuer may give notice of to the Holders of the Common Securities): 7 {Page} Fleetwood Enterprises, Inc . 3125 Myers Street Riverside, California 92503 Attention: Fleetwood Capital Trust II Regular Trustees (b) if given to the Guarantor, at the Guarantor's mailing address set forth below (or _____________ Fleetwood Enterprises, Inc – to the Guarantor, at the Guarantor's mailing address set forth below (or such other address as the Guarantor may give notice of to the Holders of the Common Securities): Fleetwood Enterprises, Inc . 3125 Myers Street Riverside, California 92503 Attention: General Counsel (c) if given to any Holder of Common Securities, at the Holder's address set forth on the books and _____________ dt 1490952 ;	BNY Bank of New York ( Money Center Banks ) As referenced in this Common Securities Guarantee Agreement: Bank of New York, – EXISTING DEBENTURES" has the same meaning as given to that term in the Indenture. "Existing Indenture" means the Indenture dated as of February 10, 1998 between the Guarantor and The Bank of New York, as trustee, under which the Existing Debentures were issued. "EXISTING PREFERRED SECURITIES GUARANTEE" has the same meaning as given to that term in the Indenture. "FLEETWOOD COMMON STOCK" means _____________ Bank of New York, – registered on the books and records of the Issuer, of any Common Securities. "INDENTURE" shall mean the Indenture dated as of [_________], 2002, by and between the Guarantor and The Bank of New York, not in its individual capacity but solely as trustee, and 2 {Page} any indenture supplemental thereto pursuant to which the Debentures are to be issued to the Property Trustee _____________ dt 1006324
Preview Full Doc	2001	Common Securities Guarantee Agreement Common Securities Guarantee Agreement (27K) Doc #389253: Click preview link for longer preview. COMMON SECURITIES GUARANTEE AGREEMENT FLEETWOOD ENTERPRISES, INC. Dated as of [__________], 2001 = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = COMMON SECURITIES GUARANTEE AGREEMENT This COMMON SECURITIES GUARANTEE AGREEMENT (the "Common Securities Guarantee"), dated as of [___________], 2001, is executed and delivered by Fleetwood Enterprises, Inc., a Delaware corporation (the "Guarantor"), for the benefit of the Holders (as . . . 389253	Fleetwood Fleetwood Enterprises, Inc. ( Capital Goods ) As referenced in this Common Securities Guarantee Agreement: FLEETWOOD ENTERPRISES, INC – {DOCUMENT} {TYPE}EX-4.14 {SEQUENCE}11 {FILENAME}a2065542zex-4_14.txt {DESCRIPTION}EXHIBIT 4.14 {TEXT} {Page} EXHIBIT 4.14 = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = COMMON SECURITIES GUARANTEE AGREEMENT FLEETWOOD ENTERPRISES, INC . Dated as of [__________], 2001 = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = {Page} COMMON SECURITIES GUARANTEE AGREEMENT This COMMON SECURITIES GUARANTEE AGREEMENT (the "Common Securities Guarantee"), dated as of [___________], 2001, is executed and delivered by _____________ Fleetwood Enterprises, Inc – INC. Dated as of [__________], 2001 = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = {Page} COMMON SECURITIES GUARANTEE AGREEMENT This COMMON SECURITIES GUARANTEE AGREEMENT (the "Common Securities Guarantee"), dated as of [___________], 2001, is executed and delivered by Fleetwood Enterprises, Inc ., a Delaware corporation (the "Guarantor"), for the benefit of the Holders (as defined herein) from time to time of Common Securities (as defined in the Declaration) of Fleetwood Capital _____________ Fleetwood Enterprises, Inc – trustee, under which the Existing Debentures were issued. "EXISTING PREFERRED SECURITIES GUARANTEE" has the same meaning as given to that term in the Indenture. "FLEETWOOD COMMON STOCK" means shares of Fleetwood Enterprises, Inc . common stock, par value $1.00 per share. "GUARANTEE PAYMENTS" means the following payments or distributions, without duplication, with respect to the Common Securities, to the extent not paid _____________ Fleetwood Enterprises, Inc – the Regular Trustees at the Issuer's mailing address set forth below (or such other address as the Issuer may give notice of to the Holders of the Common Securities): Fleetwood Enterprises, Inc . 3125 Myers Street Riverside, California 92503 Attention: Fleetwood Capital Trust III Regular Trustees (b) if given to the Guarantor, at the Guarantor's mailing address set forth below (or _____________ Fleetwood Enterprises, Inc – to the Guarantor, at the Guarantor's mailing address set forth below (or such other address as the Guarantor may give notice of to the Holders of the Common Securities): Fleetwood Enterprises, Inc . 3125 Myers Street Riverside, California 92503 Attention: General Counsel (c) if given to any Holder of Common Securities, at the Holder's address set forth on the books and _____________ dt 1490953 ;	BNY Bank of New York ( Money Center Banks ) As referenced in this Common Securities Guarantee Agreement: Bank of New York, – EXISTING DEBENTURES" has the same meaning as given to that term in the Indenture. "EXISTING INDENTURE" means the Indenture dated as of February 10, 1998 between the Guarantor and The Bank of New York, as trustee, under which the Existing Debentures were issued. "EXISTING PREFERRED SECURITIES GUARANTEE" has the same meaning as given to that term in the Indenture. "FLEETWOOD COMMON STOCK" means _____________ Bank of New York, – registered on the books and records of the Issuer, of any Common Securities. "INDENTURE" shall mean the Indenture dated as of [_________], 2001, by and between the Guarantor and The Bank of New York, not in its individual capacity but solely as trustee, and any indenture supplemental thereto pursuant to which the Debentures are to be issued to the Property Trustee of the _____________ dt 1006325
Preview Full Doc	2001	Common Securities Guarantee Agreement Common Securities Guarantee Agreement (26K) Doc #389288: Click preview link for longer preview. COMMON SECURITIES GUARANTEE AGREEMENT FLEETWOOD ENTERPRISES, INC. Dated as of [__________], 2002 = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = COMMON SECURITIES GUARANTEE AGREEMENT This COMMON SECURITIES GUARANTEE AGREEMENT (the "Common Securities Guarantee"), dated as of [___________], 2002, is executed and delivered by Fleetwood Enterprises, Inc., a Delaware corporation (the "Guarantor"), for the benefit of the Holders ( . . . 389288	Fleetwood Fleetwood Enterprises, Inc. ( Capital Goods ) As referenced in this Common Securities Guarantee Agreement: FLEETWOOD ENTERPRISES, INC – {DOCUMENT} {TYPE}EX-4.9 {SEQUENCE}9 {FILENAME}a2058230zex-4_9.txt {DESCRIPTION}EXHIBIT 4.9 {TEXT} {Page} EXHIBIT 4.9 = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = COMMON SECURITIES GUARANTEE AGREEMENT FLEETWOOD ENTERPRISES, INC . Dated as of [__________], 2002 = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = {Page} COMMON SECURITIES GUARANTEE AGREEMENT This COMMON SECURITIES GUARANTEE AGREEMENT (the "Common Securities Guarantee"), dated as of [___________], 2002, is executed and delivered by _____________ Fleetwood Enterprises, Inc – INC. Dated as of [__________], 2002 = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = {Page} COMMON SECURITIES GUARANTEE AGREEMENT This COMMON SECURITIES GUARANTEE AGREEMENT (the "Common Securities Guarantee"), dated as of [___________], 2002, is executed and delivered by Fleetwood Enterprises, Inc ., a Delaware corporation (the "Guarantor"), for the benefit of the Holders (as defined herein) from time to time of Common Securities (as defined in the Declaration) of Fleetwood Capital _____________ Fleetwood Enterprises, Inc – as given to that term in the Indenture. "EXISTING PREFERRED SECURITIES GUARANTEE" has the same meaning as given to that term in the Indenture. "FLEETWOOD COMMON STOCK" means shares of Fleetwood Enterprises, Inc ., common stock, par value $1.00 per share. "GUARANTEE PAYMENTS" means the following payments or distributions, without duplication, with respect to the Common Securities, to the extent not paid _____________ Fleetwood Enterprises, Inc – Trustees at the Issuer's mailing address set forth below (or such other address as the Issuer may give notice of to the Holders of the Common Securities): 7 {Page} Fleetwood Enterprises, Inc . 3125 Myers Street Riverside, California 92503 Attention: Fleetwood Capital Trust II Regular Trustees (b) if given to the Guarantor, at the Guarantor's mailing address set forth below (or _____________ Fleetwood Enterprises, Inc – to the Guarantor, at the Guarantor's mailing address set forth below (or such other address as the Guarantor may give notice of to the Holders of the Common Securities): Fleetwood Enterprises, Inc . 3125 Myers Street Riverside, California 92503 Attention: General Counsel (c) if given to any Holder of Common Securities, at the Holder's address set forth on the books and _____________ dt 1490959 ;	BNY Bank of New York ( Money Center Banks ) As referenced in this Common Securities Guarantee Agreement: Bank of New York, – registered on the books and records of the Issuer, of any Common Securities. "INDENTURE" shall mean the Indenture dated as of [_________], 2002, by and between the Guarantor and The Bank of New York, not in its individual capacity but solely as trustee, and 2 {Page} any indenture supplemental thereto pursuant to which the Debentures are to be issued to the Property Trustee _____________ dt 1006342
Preview Full Doc	2001	Common Stock Purchase Warrant Common Stock Purchase Warrant (29K) Doc #389302: Click preview link for longer preview. {DOCUMENT} {TYPE}EX-4.4 {SEQUENCE}3 {FILENAME}a2063623zex-4_4.txt {DESCRIPTION}EXHIBIT 4.4 {TEXT} {Page} EXHIBIT 4.4 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 UNDER SUCH ACT, OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT. VOID AFTER 5:00 P.M. (CALIFORNIA TIME) ON THE WARRANT EXPIRATION DATE OR, IF NOT A BUSINESS DAY, AT 5:00 P.M. (CALIFORNIA TIME) ON THE NEXT FOLLOWING BUSINESS DAY. FLEETWOOD ENTERPRISES, INC. COMMON STOCK PURCHASE WARRANT THIS CERTIFIES THAT, for value received, Bain & Company, Inc., a Massachusetts corporation (the "Holder") is entitled to purchase one hundred fifty thousand (150,000) shares of Common Stock (the "Warrant Shares") of Fleetwood Enterprises, Inc., a Delaware corporation (the "Company"), at the price of fourteen dollars and forty-five cents ($14.45) (the "Warrant Price"), subject to adjustments and all other terms and conditions set forth in this Warrant. 1. DEFINITIONS. As used herein, the following terms, unless the context otherwise requires, shall have the following meanings: (a) "Acquisition" means any sale or other disposition of all or substantially all of the assets of the Company, any reorganization, consolidation, or merger of the Company where the holders of the Company's securities before the transaction beneficially own less than fifty percent (50%) of the outstanding voting securities of the surviving entity after the transaction, or any series of related transactions to which the Company is a party in which an excess of fifty percent (50%) of the Company's voting power is transferred, excluding any consolidation, merger, reorganization or the like effected exclusively to change the domicile of the Company. (b) "Act" shall mean the Securities Act of 1933, as amended, or any successor federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time. (c) "Business Day" shall mean a day other than a Saturday, Sunday or other day on which banks in the State of California are authorized by law to remain closed. (d) "Commission" shall mean the Securities and Exchange Commission, or any other federal agency at the time administering the Act. {Page} (e) "Common Stock" shall mean shares of the Company's presently or subsequently authorized common stock, and any stock into which such common stock may hereafter be exchanged. (f) "Company" shall mean Fleetwood Enterprises, Inc., a Delaware corporation, and any corporation which shall succeed to or assume the obligations of Fleetwood Enterprises, Inc., under this Warrant. (g) "Date of Grant" shall mean August 30, 2001. (h) "Exercise Date" shall mean the effective date of the delivery of the Notice of Exercise pursuant to Sections 3 and 11 below. (i) "Holder" shall mean Bain & Company, Inc. or any other person or entity who shall at the time be the registered holder of this Warrant. (j) "Warrant" shall mean this Warrant and any warrant(s) delivered in substitution or exchange therefor, as provided herein. (k) "Warrant Expiration Date" shall mean January 2, 2005, or if such day is not a Business Day, the next following Business Day. (l) "Warrant Price" shall mean $14.45 per share, subject to adjustment and all other terms and conditions as set forth in this Warrant. (m) "Warrant Shares" shall mean 150,000 shares of Common Stock underlying this Warrant, subject to adjustment and all other terms and conditions as set forth in this Warrant. 2. TERM; EXPIRATION DATE. The purchase right represented by this Warrant is exercisable only during the period commencing upon the Date of Grant and ending at 5:00 P.M. California time on the Warrant Expiration Date. 3. EXERCISE OF WARRANT. (a) EXERCISE. This Warrant may be exercised, in whole or in part, by the Holder hereof by delivery to the Company, at its principal office, the notice of exercise (the "Notice of Exercise") in the form of EXHIBIT A attached hereto, duly executed by the Holder, and in the discretion of Holder, the Holder may either (1) prior to or concurrent with such delivery place in escrow, with Salomon Smith Barney or another nationally recognized escrow agent mutually agreed to by the parties, a payment either in cash or by certified or official bank check payable to the order of the Company in the amount obtained by multiplying the number of Warrant Shares for which this Warrant is being exercised by the Warrant Price then in effect (the "Exercise Price") and this Warrant, and evidence reasonably satisfactory to the Company of such delivery to the escrow agent shall be provided with the Notice of Exercise, or (2) accompany 389302	Fleetwood Fleetwood Enterprises, Inc. ( Capital Goods ) As referenced in this Common Stock Purchase Warrant: FLEETWOOD ENTERPRISES, INC – 5:00 P.M. (CALIFORNIA TIME) ON THE WARRANT EXPIRATION DATE OR, IF NOT A BUSINESS DAY, AT 5:00 P.M. (CALIFORNIA TIME) ON THE NEXT FOLLOWING BUSINESS DAY. FLEETWOOD ENTERPRISES, INC . COMMON STOCK PURCHASE WARRANT THIS CERTIFIES THAT, for value received, Bain & Company, Inc., a Massachusetts corporation (the "Holder") is entitled to purchase one hundred fifty thousand (150,000) shares _____________ Fleetwood Enterprises, Inc – THAT, for value received, Bain & Company, Inc., a Massachusetts corporation (the "Holder") is entitled to purchase one hundred fifty thousand (150,000) shares of Common Stock (the "Warrant Shares") of Fleetwood Enterprises, Inc ., a Delaware corporation (the "Company"), at the price of fourteen dollars and forty-five cents ($14.45) (the "Warrant Price"), subject to adjustments and all other terms and conditions _____________ Fleetwood Enterprises, Inc – Stock" shall mean shares of the Company's presently or subsequently authorized common stock, and any stock into which such common stock may hereafter be exchanged. (f) "Company" shall mean Fleetwood Enterprises, Inc ., a Delaware corporation, and any corporation which shall succeed to or assume the obligations of Fleetwood Enterprises, Inc., under this Warrant. (g) "Date of Grant" shall mean August 30, _____________ Fleetwood Enterprises, Inc – which such common stock may hereafter be exchanged. (f) "Company" shall mean Fleetwood Enterprises, Inc., a Delaware corporation, and any corporation which shall succeed to or assume the obligations of Fleetwood Enterprises, Inc ., under this Warrant. (g) "Date of Grant" shall mean August 30, 2001. (h) "Exercise Date" shall mean the effective date of the delivery of the Notice of Exercise pursuant _____________ Fleetwood Enterprises, Inc – have been furnished to the Company or the Holder, as the case may be, in writing by the Company or such Holder from time to time: If to the Company: Fleetwood Enterprises, Inc . 3125 Myers Street Riverside, California 92503 Attn: General Counsel Phone: (909) 351-3500 Facsimile: (909) 351-3776 If to the Holder: Bain & Company, Inc. 2 Copley Place Boston, Massachusetts _____________ dt 1490960
Full Doc	2008	Convertible Debentures Convertible Debentures (8K) Doc #3674376: This document is immediately available for purchase, but does not have a preview available for viewing. 3674376	Fleetwood Fleetwood Enterprises, Inc. ( Capital Goods )
Preview Full Doc	2004	Credit Agreement and Consent of Guarantors [Amended and Restated] [Amendment No. 2] Credit Agreement and Consent of Guarantors [Amended and Restated] [Amendment No. 2] (24K) Doc #389096: Click preview link for longer preview. Exhibit 10.1 SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND CONSENT OF GUARANTORS This SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND CONSENT OF AGENT AND LENDERS (this ï¿½Amendmentï¿½) is dated as of November 29, 2004, and entered into by and among FLEETWOOD ENTERPRISES, INC. (ï¿½Fleetwoodï¿½), FLEETWOOD HOLDINGS INC. (ï¿½Holdingsï¿½) and its Subsidiaries listed on the signature pages hereof (collectively, ï¿½FMCï¿½), FLEETWOOD RETAIL CORP. (ï¿½Retailï¿½) and its Subsidiaries listed on the signature pages hereof (collectively, ï¿½FRCï¿½), the banks and other financial institutions . . . 389096	Fleetwood Fleetwood Enterprises, Inc. ( Capital Goods ) As referenced in this Credit Agreement and Consent of Guarantors [Amended and Restated] [Amendment No. 2]: FLEETWOOD ENTERPRISES, INC – This SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND CONSENT OF AGENT AND LENDERS (this ?Amendment?) is dated as of November 29, 2004, and entered into by and among FLEETWOOD ENTERPRISES, INC . (?Fleetwood?), FLEETWOOD HOLDINGS INC. (?Holdings?) and its Subsidiaries listed on the signature pages hereof (collectively, ?FMC?), FLEETWOOD RETAIL CORP. (?Retail?) and its Subsidiaries listed on the signature pages hereof ( _____________ FLEETWOOD ENTERPRISES, INC – NORTH CAROLINA FLEETWOOD RETAIL CORP. OF OREGON FLEETWOOD RETAIL CORP. OF VIRGINIA By: /s/ Boyd R. Plowman Name: Boyd R. Plowman Title: Executive Vice President and Chief Financial Officer GUARANTOR FLEETWOOD ENTERPRISES, INC ., as the Guarantor By: /s/ Boyd R. Plowman Name: Boyd R. Plowman Title: Executive Vice President and Chief Financial Officer S-3 IN WITNESS WHEREOF, each of the undersigned _____________ FLEETWOOD ENTERPRISES, INC – CAROLINA FLEETWOOD RETAIL CORP. OF OREGON FLEETWOOD RETAIL CORP. OF VIRGINIA By: /s/ Boyd R. Plowman Name: Boyd R. Plowman Title: Executive Vice President and Chief Financial Officer OTHER GUARANTORS FLEETWOOD ENTERPRISES, INC . FLEETWOOD CANADA LTD. FLEETWOOD INTERNATIONAL INC. By: /s/ Boyd R. Plowman Name: Boyd R. Plowman Title: Executive Vice President and Chief Financial Officer S-12 _____________ dt 1766614 ;	BofA Bank of America, NA ( Money Center Banks ) As referenced in this Credit Agreement and Consent of Guarantors [Amended and Restated] [Amendment No. 2]: BANK OF AMERICA, N.A. – on the signature pages hereof (collectively, FRC), the banks and other financial institutions signatory hereto that are parties as Lenders to the Credit Agreement referred to below (the Lenders), and BANK OF AMERICA, N.A. , as administrative agent and collateral agent (in such capacity, the Agent) for the Lenders. Recitals Whereas, Fleetwood, the Borrowers, the Lenders, and the Agent have entered into that certain _____________ BANK OF AMERICA, N.A. – Plowman Title: Executive Vice President and Chief Financial Officer S-3 IN WITNESS WHEREOF, each of the undersigned has duly executed this Consent as of the date set forth above. BANK OF AMERICA, N.A. , as the Agent and as a Lender By: /s/ John McNamara Name: John McNamara Title: Vice President S-4 GENERAL ELECTRIC CAPITAL CORPORATION, as a Lender By: /s/ Keith _____________ dt 1032380
Preview Full Doc	2001	Credit Agreement Credit Agreement (518K) Doc #389321: Click preview link for longer preview. CREDIT AGREEMENT Dated as of July 27, 2001 Among THE FINANCIAL INSTITUTIONS NAMED HEREIN, AS THE LENDERS; BANK OF AMERICA, N.A., AS THE ADMINISTRATIVE AGENT; CITICORP USA, INC., AS THE DOCUMENTATION AGENT; HELLER FINANCIAL, INC., AS THE SYNDICATION AGENT; FLEETWOOD ENTERPRISES, INC., AS A GUARANTOR; and FLEETWOOD HOLDINGS INC., and certain of its Subsidiaries, and FLEETWOOD RETAIL CORP., and certain of its Subsidiaries, AS THE BORROWERS. {Page} TABLE OF CONTENTS {Table} {Caption} PAGE ---- {S} {C} ARTICLE 1 LOANS AND LETTERS OF CREDIT..........................................................2 1.1 Total Facility...............................................................2 1.2 Revolving Loans..............................................................2 1.3 Term Loans...................................................................6 1.4 Letters of Credit............................................................6 1.5 Bank Products...............................................................10 1.6 Joint and Several Obligations; Contribution Rights..........................11 1.7 Borrowing Agency Provisions.................................................15 1.8 Senior Debt.................................................................17 ARTICLE 2 INTEREST AND FEES...................................................................17 2.1 Interest....................................................................17 2.2 Continuation and Conversion Elections.......................................17 2.3 Maximum Interest Rate.......................................................18 2.4 Closing Fee.................................................................19 2.5 Unused Line Fee.............................................................19 2.6 Letter of Credit Fee........................................................19 ARTICLE 3 PAYMENTS AND PREPAYMENTS............................................................20 3.1 Revolving Loans.............................................................20 3.2 Termination of Facility.....................................................20 3.3 Repayment of the Term Loans.................................................20 3.4 Prepayments of the Loans....................................................21 3.5 LIBOR Rate Loan Prepayments.................................................22 3.6 Payments by the Borrowers...................................................22 3.7 Payments as Revolving Loans.................................................22 3.8 Apportionment, Application and Reversal of Payments.........................23 3.9 Indemnity for Returned Payments.............................................23 3.10 The Agent's and Lenders' Books and Records; Monthly Statements..............24 3.11 Release of FRC Borrower.....................................................24 ARTICLE 4 TAXES, YIELD PROTECTION AND ILLEGALITY..............................................25 4.1 Taxes.......................................................................25 4.2 Illegality..................................................................26 4.3 Increased Costs and Reduction of Return.....................................27 4.4 Funding Losses..............................................................27 4.5 Inability to Determine Rates................................................28 4.6 Certificates of the Agent...................................................28 4.7 Survival....................................................................28 i {Page} ARTICLE 5 BOOKS AND RECORDS; FINANCIAL INFORMATION; NOTICES...................................28 5.1 Books and Records...........................................................28 5.2 Financial Information.......................................................28 5.3 Notices to the Lenders......................................................31 ARTICLE 6 GENERAL WARRANTIES AND REPRESENTATIONS..............................................33 6.1 Authorization, Validity, and Enforceability of this Agreement and the Loan Documents..............................................................34 6.2 Validity and Priority of Security Interest..................................34 6.3 Organization and Qualification..............................................34 6.4 Corporate Name; Prior Transactions..........................................34 6.5 Subsidiaries and Affiliates.................................................35 6.6 Financial Statements and Projections........................................35 6.7 Capitalization..............................................................35 6.8 Solvency....................................................................36 6.9 Debt........................................................................36 6.10 Distributions...............................................................36 6.11 Real Estate; Leases.........................................................36 6.12 Proprietary Rights..........................................................36 6.13 Trade Names.................................................................36 6.14 Litigation..................................................................37 6.15 Labor Disputes..............................................................37 6.16 Environmental Laws..........................................................37 6.17 No Violation of Law.........................................................38 6.18 No Default..................................................................38 6.19 ERISA Compliance............................................................38 6.20 Taxes.......................................................................39 6.21 Regulated Entities..........................................................39 6.22 Use of Proceeds; Margin Regulations.........................................39 6.23 Copyrights, Patents, Trademarks and Licenses, etc...........................39 6.24 No Material Adverse Change..................................................40 6.25 Full Disclosure.............................................................40 6.26 Material Agreements.........................................................40 6.27 Bank Accounts...............................................................40 6.28 Governmental Authorization..................................................40 6.29 Senior Debt.................................................................40 ARTICLE 7 AFFIRMATIVE AND NEGATIVE COVENANTS..................................................40 7.1 Taxes and Other Obligations.................................................41 7.2 Legal Existence and Good Standing...........................................41 7.3 Compliance with Law and Agreements; Maintenance of Licenses.................41 7.4 Maintenance of Property; Inspection of Property.............................41 7.5 Insurance...................................................................42 7.6 Insurance and Condemnation Proceeds.........................................43 ii {Page} 7.7 Environmental Laws..........................................................43 7.8 Compliance with ERISA.......................................................44 7.9 Mergers, Consolidations or Sales............................................45 7.10 Distributions; Capital Change; Restricted Investments.......................46 7.11 Transactions Affecting Collateral or Obligations............................47 7.12 Guaranties..................................................................47 7.13 Debt........................................................................48 7.14 Prepayment..................................................................50 7.15 Transactions with Affiliates................................................50 7.16 Investment Banking and Finder's Fees........................................50 7.17 Business Conducted..........................................................51 7.18 Liens.......................................................................51 7.19 Sale and Leaseback Transactions.............................................51 7.20 New Subsidiaries............................................................51 7.21 Fiscal Year.................................................................51 7.22 Capital Expenditures........................................................51 7.23 Fixed Charge Coverage Ratio.................................................52 7.24 EBITDA......................................................................52 7.25 Minimum Aggregate Availability..............................................52 7.26 Contribution of Management Fees.............................................53 7.27 Use of Proceeds.............................................................53 7.28 Further Assurances; Additional Mortgages....................................53 7.29 Subordinated Debt; Trust Securities.........................................54 7.30 Advisors for Sale of Term Loan Collateral...................................54 ARTICLE 8 CONDITIONS OF LENDING...............................................................55 8.1 Conditions Precedent to Making of Loans on the Initial Funding Date.........55 8.2 Conditions Precedent to Each Loan...........................................58 ARTICLE 9 DEFAULT; REMEDIES...................................................................59 9.1 Events of Default...........................................................59 9.2 Remedies....................................................................62 ARTICLE 10 TERM AND TERMINATION...............................................................63 10.1 Term and Termination........................................................63 ARTICLE 11 AMENDMENTS; WAIVERs; PARTICIPATIONS; ASSIGNMENTS; SUCCESSORS.......................64 11.1 Amendments and Waivers......................................................64 11.2 Assignments; Participations.................................................66 ARTICLE 12 THE AGENT..........................................................................68 12.1 Appointment and Authorization...............................................68 iii {Page} 12.2 Delegation of Duties........................................................69 12.3 Liability of the Agent......................................................69 12.4 Reliance by the Agent.......................................................69 12.5 Notice of Default...........................................................69 12.6 Credit Decision.............................................................70 12.7 Indemnification.............................................................70 12.8 The Agent in Individual Capacity............................................70 12.9 Successor Agent.............................................................71 12.10 Withholding Tax.............................................................71 12.11 Collateral Matters..........................................................72 12.12 Restrictions on Actions by Lenders; Sharing of Payments.....................74 12.13 Agency for Perfection.......................................................74 12.14 Payments by the Agent to Lenders............................................75 12.15 Settlement..................................................................75 12.16 Letters of Credit; Intra-Lender Issues......................................78 12.17 Concerning the Collateral and the Related Loan Documents....................81 12.18 Field Audit and Examination Reports; Disclaimer by Lenders..................81 12.19 Relation Among Lenders......................................................82 12.20 Co-Agents...................................................................82 12.21 Collateral Priority.........................................................82 ARTICLE 13 MISCELLANEOUS......................................................................82 13.1 No Waivers; Cumulative Remedies.............................................82 13.2 Severability................................................................83 13.3 Governing Law; Choice of Forum; Service of Process..........................83 13.4 WAIVER OF JURY TRIAL........................................................84 13.5 Survival of Representations and Warranties..................................84 13.6 Other Security and Guaranties...............................................84 13.7 Fees and Expenses...........................................................84 13.8 Notices.....................................................................85 13.9 Waiver of Notices...........................................................86 13.10 Binding Effect..............................................................86 13.11 Indemnity of the Agent and the Lenders by the Borrower......................87 13.12 Limitation of Liability.....................................................87 13.13 Final Agreement.............................................................88 13.14 Counterparts................................................................88 13.15 Captions....................................................................88 13.16 Right of Setoff.............................................................88 13.17 Confidentiality.............................................................89 13.18 Conflicts with Other Loan Documents.........................................89 13.19 Increases in Total Revolving Credit Commitment..............................90 {/Table} iv {Page} ANNEXES, EXHIBITS AND SCHEDULES {Table} {S} {C} ANNEX A - DEFINED TERMS EXHIBIT A-1 - FORM OF REVOLVING LOAN NOTE EXHIBIT A-2 - FORM OF TERM LOAN NOTE EXHIBIT B - FORM OF BORROWING BASE CERTIFICATE EXHIBIT C - FINANCIAL STATEMENTS EXHIBIT D - FORM OF NOTICE OF BORROWING EXHIBIT E - FORM OF NOTICE OF CONTINUATION/CONVERSION EXHIBIT F - FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT SCHEDULE 1.2 - LENDERS' COMMITMENTS (ANNEX A - DEFINED TERMS) SCHEDULE 1.3 - EXCLUDED RETAIL SUBSIDIARIES SCHEDULE 1.4 - TERM LOAN COLLATERAL SCHEDULE 6.3 - ORGANIZATION AND QUALIFICATIONS SCHEDULE 6.4 - CORPORATE NAMES; PRIOR TRANSACTIONS SCHEDULE 6.5 - SUBSIDIARIES AND AFFILIATES SCHEDULE 6.7 - CAPITALIZATION SCHEDULE 6.9 - DEBT SCHEDULE 6.11 - REAL ESTATE; LEASES SCHEDULE 6.12 - PROPRIETARY RIGHTS SCHEDULE 6.13 - TRADE NAMES SCHEDULE 6.14 - LITIGATION SCHEDULE 6.15 - UNION CONTRACTS; LABOR DISPUTES SCHEDULE 6.16 - ENVIRONMENTAL LAW SCHEDULE 6.19 - ERISA COMPLIANCE v {Page} SCHEDULE 6.26 - MATERIAL AGREEMENTS SCHEDULE 6.27 - BANK ACCOUNTS SCHEDULE 7.5(a) - REAL PROPERTY EXCLUDED FROM FLOOD INSURANCE REQUIREMENT SCHEDULE 7.9 - ASSETS HELD FOR SALE; ADI LOCATIONS SCHEDULE 7.12 - GUARANTIES SCHEDULE 7.28 - ADDITIONAL MORTGAGES SCHEDULE A - COLI POLICIES SCHEDULE B - ELIGIBLE REAL ESTATE {/Table} vi {Page} CREDIT AGREEMENT This CREDIT AGREEMENT, dated as of July 27, 2001 (this "AGREEMENT"), among the financial institutions from time to time parties hereto (such financial institutions, together with their respective successors and assigns, are referred to hereinafter each individually as a "LENDER" and collectively as the "LENDERS"); BANK OF AMERICA, N.A., with an office at 55 South Lake Avenue, Suite 900, Pasadena, California 91101, as the administrative agent for the Lenders (in its capacity as administrative agent, the "AGENT"); Citicorp USA, Inc., as the documentation agent (in its capacity as documentation agent, the "DOCUMENTATION AGENT"); Heller Financial, Inc., as the syndication agent (in its capacity as syndication agent, the "SYNDICATION AGENT"); FLEETWOOD ENTERPRISES, INC., a Delaware corporation ("FLEETWOOD"), as a Guarantor; FLEETWOOD HOLDINGS INC., a Delaware corporation ("HOLDINGS"); FLEETWOOD RETAIL CORP., a Delaware corporation ("RETAIL"); and those Subsidiaries of Holdings and Retail set forth on the signature pages hereto or which become parties hereto hereafter in accordance with the requirements of this Agreement (each of Holdings, Retail and each such Subsidiary individually, a "BORROWER" and, collectively, the "BORROWERS"). Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings ascribed thereto in ANNEX A, which is attached hereto and incorporated herein; the rules of construction contained therein shall govern the interpretation of this Agreement, and all Annexes, Exhibits and Schedules attached hereto are incorporated herein by reference. W I T N E S S E T H: WHEREAS, the Borrowers have requested the Lenders to make available to the Borrowers a revolving line of credit for loans and letters of credit in an aggregate amount not to exceed $230,000,000 and to make term loans to FMC in the aggregate principal amount of $30,000,000, and which extensions of credit the Borrowers will use for the purposes permitted hereunder; WHEREAS, Holdings, Retail and their respective Subsidiaries are wholly-owned Subsidiaries of Fleetwood and all Borrowers are engaged in an inter-related business enterprise with an identity of interests, and accordingly the financing provided hereunder will directly and indirectly benefit each of the Borrowers; WHEREAS, neither Holdings or its Subsidiaries nor Retail or its Subsidiaries would be able to obtain sufficient working capital financing for their respective businesses unless the individual FMC Borrowers and FRC Borrowers were jointly and severally liable for the obligations of FMC or FRC, as applicable, and unless Fleetwood guarantees the obligations of all Borrowers; WHEREAS, FMC manufactures goods, a portion of which is sold to FRC, and therefore the financing extended hereunder benefits both FMC and FRC; WHEREAS, the Revolving Credit Lenders have agreed to make available to the Borrowers a revolving credit facility and the Term Lenders have agreed to make term loans to FMC upon the terms and conditions set forth in this Agreement. {Page} NOW, THEREFORE, in consideration of the mutual conditions and agreements set forth in this Agreement, and for good and valuable consideration, the receipt of which is hereby acknowledged, the Lenders, the Agent, Fleetwood and the Borrowers hereby agree as follows: ARTICLE 1 LOANS AND LETTERS OF CREDIT 1.1 TOTAL FACILITY. Subject to all of the terms and conditions of this Agreement, the Lenders agree to make available a total credit facility of up to $260,000,000 (the "TOTAL FACILITY") to the Borrowers from time to time during the term of this Agreement. The Total Facility shall be composed of a revolving line of credit consisting of Revolving Loans and Letters of Credit and the Term Loans described herein. 1.2 REVOLVING LOANS. (a) (i) AMOUNTS. Subject to the satisfaction of the conditions precedent set forth in ARTICLE 8, and except for Non-Ratable Loans and Agent Advances, each Revolving Credit Lender severally, but not jointly, agrees, upon a Borrower's request from time to time on any Business Day during the period from the Closing Date to the Termination Date, to make revolving loans (the "REVOLVING LOANS") to the Borrowers in aggregate amounts not to exceed such Lender's Pro Rata Share of the Aggregate Availability, and, for Revolving Loans to FMC, in an amount which does not exceed such Lender's Pro Rata Share of FMC's Availability, or for Revolving Loans to FRC, in an amount which does not exceed such Lender's Pro Rata Share of FRC's Availability. The Revolving Credit Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Aggregate Borrowing Bases or the Borrowing Base of FMC or FRC, as applicable, on one or more occasions, but if they do so, neither the Agent nor the Revolving Credit Lenders shall be deemed thereby to have changed the limits of the Borrowing Base of FMC or FRC, or the Aggregate Borrowing Bases or to be obligated to exceed such limits on any other occasion. If (x) the Aggregate Revolver Outstandings of FMC would exceed its Availability after giving effect to any Borrowing, or (y) the Aggregate Revolver Outstandings of FRC would exceed its Availability after giving effect to any Borrowing, the Revolving Credit Lenders may refuse to make or may otherwise restrict the making of Revolving Loans to FMC or FRC, as applicable, as the Revolving Credit Lenders determine until such excess has been eliminated, subject to the Agent's authority, in its sole discretion, to make Agent Advances pursuant to the terms of SECTION 1.2(i). (ii) At the request of any Revolving Credit Lender, each of the FMC Borrowers and each of the FRC Borrowers shall execute and deliver to such Lender a single note to evidence the Revolving Loans of that Lender. Each note shall be in the principal amount of the Revolving Credit Lender's Pro Rata Share of the Revolving Loan Commitments, dated the date hereof and substantially in the form of EXHIBIT A-1 (each such note, together with any new note issued 2 {Page} pursuant to SECTION 11.2 upon the assignment of any portion of any Revolving Credit Lender's Revolving Loans and Revolving Credit Commitment a "REVOLVING LOAN NOTE" and, collectively, the "REVOLVING LOAN NOTES"). Each Revolving Loan Note shall represent the obligation of each of FMC and FRC to pay the amount of such Revolving Credit Lender's Pro Rata Share of the Revolving Loan Commitments, or, if less, such Revolving Credit Lender's Pro Rata Share of the aggregate unpaid principal amount of all Revolving Loans to FMC or FRC, as applicable, together with interest thereon as prescribed in SECTION 1.2. The entire unpaid balance of the Revolving Loans and all other non-contingent Obligations shall be immediately due and payable in full in immediately available funds on the Termination Date. (b) PROCEDURE FOR BORROWING. (i) Each Borrowing shall be made upon a Borrower's irrevocable written notice delivered to the Agent in the form of a notice of borrowing ("NOTICE OF BORROWING"), which must be received by the Agent prior to (i) 10:00 a.m. (Los Angeles time) three Business Days prior to the requested Funding Date, in the case of LIBOR Rate Loans and (ii) 10:00 a.m. (Los Angeles time) on the requested Funding Date, in the case of Base Rate Loans, specifying: (1) the amount of the Borrowing, which in the case of a LIBOR Rate Loan must equal or exceed $1,000,000 (and increments of $500,000 in excess of such amount); (2) the requested Funding Date, which must be a Business Day; (3) whether the Revolving Loans requested are to be Base Rate Revolving Loans or LIBOR Rate Loans (and if not specified, it shall be deemed a request for a Base Rate Revolving Loan); and (4) the duration of the Interest Period for LIBOR Rate Loans (and if not specified, it shall be deemed a request for an Interest Period of one month); PROVIDED, HOWEVER, that with respect to the Borrowings to be made on the Initial Funding Date, such Borrowings will consist of Base Rate Revolving Loans only. (ii) In lieu of delivering a Notice of Borrowing, a Borrower may give the Agent telephonic notice of such request for advances to its Designated Account on or before the deadline set forth above. The Agent at all times shall be entitled to rely on such telephonic notice in making such Revolving Loans, regardless of whether any written confirmation is received. (iii) The Borrowers shall have no right to request a LIBOR Rate Loan while a Default or Event of Default has occurred and is continuing. 3 {Page} (c) RELIANCE UPON AUTHORITY. Prior to the Closing Date, the Borrowers shall deliver to the Agent a notice setting forth the accounts of each of FMC and FRC (each, a "DESIGNATED ACCOUNT") to which the Agent is authorized to transfer the proceeds of the Revolving Loans requested hereunder by each of FMC and FRC. Any of FMC and FRC may designate a replacement account from time to time by written notice. All such Designated Accounts must be reasonably satisfactory to 389321	Fleetwood Fleetwood Enterprises, Inc. ( Capital Goods ) As referenced in this Credit Agreement: FLEETWOOD ENTERPRISES, INC – FINANCIAL INSTITUTIONS NAMED HEREIN, AS THE LENDERS; BANK OF AMERICA, N.A., AS THE ADMINISTRATIVE AGENT; CITICORP USA, INC., AS THE DOCUMENTATION AGENT; HELLER FINANCIAL, INC., AS THE SYNDICATION AGENT; FLEETWOOD ENTERPRISES, INC ., AS A GUARANTOR; and FLEETWOOD HOLDINGS INC., and certain of its Subsidiaries, and FLEETWOOD RETAIL CORP., and certain of its Subsidiaries, AS THE BORROWERS. {Page} TABLE OF CONTENTS {Table} { _____________ FLEETWOOD ENTERPRISES, INC – Inc., as the documentation agent (in its capacity as documentation agent, the "DOCUMENTATION AGENT"); Heller Financial, Inc., as the syndication agent (in its capacity as syndication agent, the "SYNDICATION AGENT"); FLEETWOOD ENTERPRISES, INC ., a Delaware corporation ("FLEETWOOD"), as a Guarantor; FLEETWOOD HOLDINGS INC., a Delaware corporation ("HOLDINGS"); FLEETWOOD RETAIL CORP., a Delaware corporation ("RETAIL"); and those Subsidiaries of Holdings and Retail set _____________ Fleetwood Enterprises, Inc – Watkins 633 West Fifth Street, Suite 4000 Los Angeles, California 90071 Attention: Mary B. Ruhl, Esq. Telecopy No.: (213) 891-8763 If to Fleetwood or any Borrower: Fleetwood Holdings Inc. Fleetwood Enterprises, Inc . Fleetwood Retail Corp., Inc. 3125 Myers Street Riverside, California 92503 Attention: Chief Financial Officer Telecopy No.: (909) 351-3373 Attention: General Counsel Telecopy No.: (909) 351-3776 with copies _____________ FLEETWOOD ENTERPRISES, INC – FLEETWOOD RETAIL CORP. OF NORTH CAROLINA FLEETWOOD RETAIL CORP. OF OREGON FLEETWOOD RETAIL CORP. OF VIRGINIA By: -------------------------------- Name: Boyd R. Plowman Title: Senior Vice President and Chief Financial Officer "GUARANTOR" FLEETWOOD ENTERPRISES, INC ., as the Guarantor By: -------------------------------- Name: Boyd R. Plowman Title: Senior Vice President and Chief Financial Officer S-3 {Page} "AGENT" BANK OF AMERICA, N.A., as the Agent By: -------------------------------- , _____________ FLEETWOOD ENTERPRISES, INC – applicable rate during such extension. This promissory note is one of the Revolving Loan Notes referred to in the Credit Agreement, dated as of _____ ___, 2001, by and among FLEETWOOD ENTERPRISES, INC ., a Delaware corporation ("FLEETWOOD"), as a Guarantor, FLEETWOOD HOLDINGS INC., a Delaware corporation ("HOLDINGS"), FLEETWOOD RETAIL CORP., a Delaware corporation ("RETAIL") and those Subsidiaries of Holdings and Retail set _____________ dt 1490968 ; Citicorp USA Citicorp USA, Inc. As referenced in this Credit Agreement: CITICORP USA, INC – 10(m) EXECUTION COPY CREDIT AGREEMENT Dated as of July 27, 2001 Among THE FINANCIAL INSTITUTIONS NAMED HEREIN, AS THE LENDERS; BANK OF AMERICA, N.A., AS THE ADMINISTRATIVE AGENT; CITICORP USA, INC ., AS THE DOCUMENTATION AGENT; HELLER FINANCIAL, INC., AS THE SYNDICATION AGENT; FLEETWOOD ENTERPRISES, INC., AS A GUARANTOR; and FLEETWOOD HOLDINGS INC., and certain of its Subsidiaries, and FLEETWOOD RETAIL _____________ Citicorp USA, Inc – N.A., with an office at 55 South Lake Avenue, Suite 900, Pasadena, California 91101, as the administrative agent for the Lenders (in its capacity as administrative agent, the "AGENT"); Citicorp USA, Inc ., as the documentation agent (in its capacity as documentation agent, the "DOCUMENTATION AGENT"); Heller Financial, Inc., as the syndication agent (in its capacity as syndication agent, the "SYNDICATION AGENT"); _____________ CITICORP USA, INC – By: -------------------------------- Name: Boyd R. Plowman Title: Senior Vice President and Chief Financial Officer S-3 {Page} "AGENT" BANK OF AMERICA, N.A., as the Agent By: -------------------------------- , Vice President ------------------- "DOCUMENTATION AGENT" CITICORP USA, INC ., as the Documentation Agent By: -------------------------------- , Vice President ------------------- S-4 {Page} "SYNDICATION AGENT" HELLER FINANCIAL, INC., as the Syndication Agent By: -------------------------------- , Vice President ------------------- "LENDERS" BANK OF AMERICA, N.A., as _____________ CITICORP USA, INC – By: -------------------------------- , Vice President ------------------- S-4 {Page} "SYNDICATION AGENT" HELLER FINANCIAL, INC., as the Syndication Agent By: -------------------------------- , Vice President ------------------- "LENDERS" BANK OF AMERICA, N.A., as a Lender By: -------------------------------- , Vice President ------------------- CITICORP USA, INC , as a Lender By: -------------------------------- , Vice President ------------------- HELLER FINANCIAL, INC., as a Lender By: -------------------------------- , Vice President ------------------- S-5 {Page} THE CIT GROUP/BUSINESS CREDIT, INC. By: -------------------------------- , Vice President ------------------- S-6 { _____________ Citicorp USA, Inc – AMERICA, N.A., with an office at 55 South Lake Avenue, Suite 900, Pasadena, California 91101, as administrative agent for the Lenders (in its capacity as administrative agent, the "AGENT"), Citicorp USA, Inc ., as the documentation agent (in its capacity as documentation agent, the "DOCUMENTATION AGENT"), and Heller Financial, Inc., as the syndication agent (in its capacity as syndication agent, the "SYNDICATION _____________ dt 1368152 ; BofA Bank of America, NA ( Money Center Banks ) As referenced in this Credit Agreement: BANK OF AMERICA, N.A. – 10_m.txt {DESCRIPTION}EXHIBIT 10(M) {TEXT} {Page} EXHIBIT 10(m) EXECUTION COPY CREDIT AGREEMENT Dated as of July 27, 2001 Among THE FINANCIAL INSTITUTIONS NAMED HEREIN, AS THE LENDERS; BANK OF AMERICA, N.A. , AS THE ADMINISTRATIVE AGENT; CITICORP USA, INC., AS THE DOCUMENTATION AGENT; HELLER FINANCIAL, INC., AS THE SYNDICATION AGENT; FLEETWOOD ENTERPRISES, INC., AS A GUARANTOR; and FLEETWOOD HOLDINGS INC., and _____________ BANK OF AMERICA, N.A. – from time to time parties hereto (such financial institutions, together with their respective successors and assigns, are referred to hereinafter each individually as a "LENDER" and collectively as the "LENDERS"); BANK OF AMERICA, N.A. , with an office at 55 South Lake Avenue, Suite 900, Pasadena, California 91101, as the administrative agent for the Lenders (in its capacity as administrative agent, the "AGENT"); Citicorp _____________ Bank of America, N.A. – notice by such a telecommunications device, when receipt is confirmed, in each case addressed to the party to be notified as follows: If to the Agent or to the Bank: Bank of America, N.A. 55 South Lake Avenue, Suite 900 Pasadena, California 91101 Attention: Ruth Edwards Telecopy No.: (626) 578-6143 85 {Page} with copies to: Latham & Watkins 633 West Fifth Street, Suite _____________ BANK OF AMERICA, N.A. – Vice President and Chief Financial Officer "GUARANTOR" FLEETWOOD ENTERPRISES, INC., as the Guarantor By: -------------------------------- Name: Boyd R. Plowman Title: Senior Vice President and Chief Financial Officer S-3 {Page} "AGENT" BANK OF AMERICA, N.A. , as the Agent By: -------------------------------- , Vice President ------------------- "DOCUMENTATION AGENT" CITICORP USA, INC., as the Documentation Agent By: -------------------------------- , Vice President ------------------- S-4 {Page} "SYNDICATION AGENT" HELLER FINANCIAL, INC., as the Syndication _____________ BANK OF AMERICA, N.A. – Vice President ------------------- "DOCUMENTATION AGENT" CITICORP USA, INC., as the Documentation Agent By: -------------------------------- , Vice President ------------------- S-4 {Page} "SYNDICATION AGENT" HELLER FINANCIAL, INC., as the Syndication Agent By: -------------------------------- , Vice President ------------------- "LENDERS" BANK OF AMERICA, N.A. , as a Lender By: -------------------------------- , Vice President ------------------- CITICORP USA, INC, as a Lender By: -------------------------------- , Vice President ------------------- HELLER FINANCIAL, INC., as a Lender By: -------------------------------- , Vice President ------------------- S-5 {Page} THE CIT _____________ dt 1554111 ;	BNY Bank of New York ( Money Center Banks ) As referenced in this Credit Agreement: Bank of New York – average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; PROVIDED that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate _____________ dt 1583538 ; Latham & Watkins Latham & Watkins ( Legal ) As referenced in this Credit Agreement: Latham & Watkins – to the Bank: Bank of America, N.A. 55 South Lake Avenue, Suite 900 Pasadena, California 91101 Attention: Ruth Edwards Telecopy No.: (626) 578-6143 85 {Page} with copies to: Latham & Watkins 633 West Fifth Street, Suite 4000 Los Angeles, California 90071 Attention: Mary B. Ruhl, Esq. Telecopy No.: (213) 891-8763 If to Fleetwood or any Borrower: Fleetwood Holdings Inc. _____________ dt 1339083
Preview Full Doc	2001	Dealer Manager Agreement [Amended] Dealer Manager Agreement [Amended] (138K) Doc #389217: Click preview link for longer preview. FLEETWOOD ENTERPRISES, INC., FLEETWOOD CAPITAL TRUST II and BANC OF AMERICA SECURITIES LLC Amended Dealer Manager Agreement dated as of December , 2001 ---- {Page} AMENDED DEALER MANAGER AGREEMENT December , 2001 --- BANC OF AMERICA SECURITIES LLC 9 West 57th Street New York, New York 10019 Ladies and Gentlemen: On the date hereof, the existing Dealer Manager Agreement dated December 5, 2001 by and between Fleetwood Enterprises Inc., a Delaware corporation (the "Company"), Fleetwood Capital Trust II (the "Trust") and Banc of America Securities LLC shall be and is hereby amended and restated in its entirety as set forth herein. 1. INTRODUCTORY. The Company is to offer to exchange up to $___ million in aggregate liquidation amount of___%Convertible Trust II Preferred Securities due February 15, 2013 (the "Exchange Securities") of the Trust for up to $86.25 million in aggregate liquidation amount of the outstanding 6% Convertible Trust Preferred Securities due February 15, 2028 (the "Existing Securities") of Fleetwood Capital Trust (the "Existing Trust"). For each $50.0 in liquidation amount of Existing Securities accepted for exchange, the holder of such Existing Securities will receive $22.0 in liquidation amount of Exchange Securities, subject to the terms and conditions set forth in the Prospectus (as hereinafter defined). The Exchange Securities will be guaranteed by a guarantee (the "Guarantee") by the Company to the extent described in the Prospectus. The exchange offer described above and in the Prospectus is herein referred to as the "Exchange Offer." In connection with the Exchange Offer, the Company will deposit in the Trust as trust assets its ___% Convertible Trust II Subordinated Debentures due February 15, 2013 (the "Debentures") issued pursuant to an Indenture (the "Indenture") between the Company and the Trustee (as defined in the Indenture) and the Trust will transfer to the Company the Exchange Securities and its common securities (the "Common Securities"), as set forth in the Prospectus. 2. ENGAGEMENT AS DEALER MANAGER. By this Dealer Manager Agreement (the "Agreement"), each of the Company and the Trust hereby engages and {Page} appoints you as the exclusive dealer manager (the "Dealer Manager") for the Exchange Offer and authorizes you to act as such in connection with the Exchange Offer. As Dealer Manager you agree, in accordance with your customary practice, to perform in connection with the Exchange Offer those services as are customarily performed by investment banking concerns in connection with similar offers, including, without limitation, using all reasonable efforts to solicit from individuals and institutions the tender of Existing Securities pursuant to and in accordance with the terms and conditions of the Exchange Offer. You shall act as an independent contractor in connection with the Exchange Offer with duties solely to the Company and the Trust and nothing herein contained shall constitute you as an agent of the Company or the Trust in connection with the solicitation of such Existing Securities pursuant to and in accordance with the terms and conditions of the Exchange Offer; PROVIDED, HOWEVER, that the Company hereby authorizes the Dealer Manager, and/or one or more registered brokers or dealers chosen by the Dealer Manager, to act as the Company's agent in making the Exchange Offer to residents of any jurisdiction in which such agent designation may be necessary to comply with applicable law. Nothing in this Agreement shall constitute the Dealer Manager a partner or joint venturer with the Trust, the Company or any of its subsidiaries. On the basis of the representations and warranties and agreements of each of the Company and the Trust contained herein and subject to and in accordance with the terms and conditions hereof and of the Exchange Offer, the Dealer Manager agrees to act in such capacity. 3. REGISTRATION STATEMENT, PROSPECTUS AND OFFERING MATERIALS. (a) The Company and the Trust have prepared and filed with the Securities and Exchange Commission (the "Commission"), under the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the "Securities Act"), a combined registration statement on Form S- 4 (Reg. No. 333-62838) and Form S-3 (Reg. No. 333-62850), including a Prospectus (as hereinafter defined), covering the registration of the Exchange Securities, the Guarantee, the Debentures, the shares of the common stock, par value $1.00 per share of the Company (the "Fleetwood Common Stock"), issuable upon conversion of the Exchange Securities and the Debentures (the "Conversion Shares"), and the shares of Fleetwood Common Stock (the "Interest Shares" and together with the "Conversion Shares", the "Shares") that may be issued solely at the Company's option as payment of interest on the Debentures in accordance with the terms of the Indenture. The term "Registration Statement," as used in this Agreement, shall mean such registration statement, including the exhibits thereto and any documents incorporated by reference therein, in the form in which it becomes effective and, in the event of any amendment or supplement thereto or the filing of any abbreviated registration statement pursuant to Rule 462(b) of the Securities Act relating thereto after the effective date of such registration statement, shall also mean (from and after the effectiveness of such abbreviated 2 {Page} registration statement) such registration statement as so amended or supplemented, together with any such abbreviated registration statement. The final prospectus included in the Registration Statement (including any documents incorporated in the Prospectus by reference) is herein called the "Prospectus," except that if the final prospectus furnished to the Dealer Manager for use in connection with the Exchange Offer differs from the prospectus set forth in the Registration Statement (whether or not such prospectus is required to be filed pursuant to Rule 424(b)), the term "Prospectus" shall refer to the final prospectus furnished to the Dealer Manager for such use. The terms "supplement" and "amendment" or "supplemented" and "amended" as used herein with respect to the Prospectus shall include all documents deemed to be incorporated by 389217	Fleetwood Fleetwood Enterprises, Inc. ( Capital Goods ) As referenced in this Dealer Manager Agreement [Amended]: FLEETWOOD ENTERPRISES, INC – {DOCUMENT} {TYPE}EX-1.1 {SEQUENCE}3 {FILENAME}a2065672zex-1_1.txt {DESCRIPTION}EXHIBIT 1.1 {TEXT} {Page} Exhibit 1.1 FLEETWOOD ENTERPRISES, INC ., FLEETWOOD CAPITAL TRUST II and BANC OF AMERICA SECURITIES LLC Amended Dealer Manager Agreement dated as of December , 2001 ---- {Page} AMENDED DEALER MANAGER AGREEMENT December , 2001 --- BANC OF AMERICA _____________ Fleetwood Enterprises Inc – SECURITIES LLC 9 West 57th Street New York, New York 10019 Ladies and Gentlemen: On the date hereof, the existing Dealer Manager Agreement dated December 5, 2001 by and between Fleetwood Enterprises Inc ., a Delaware corporation (the "Company"), Fleetwood Capital Trust II (the "Trust") and Banc of America Securities LLC shall be and is hereby amended and restated in its entirety as _____________ Fleetwood Enterprises, Inc – Attention: Eric Hambleton with a copy to: Davis Polk & Wardwell 450 Lexington Avenue New York, NY 10017 Facsimile: 212-450-4800 Attention: Winthrop B. Conrad, Jr. If to the Company: Fleetwood Enterprises, Inc . 3125 Myers Street Riverside, California 92513 Facsimile: (909) 351-3776 Attention: General Counsel with a copy to: Gibson, Dunn & Crutcher LLP Jamboree Center 4 Park Plaza Irvine, CA 92614- _____________ Fleetwood Enterprises, Inc – 4 Park Plaza Irvine, CA 92614-8557 Facsimile: (949) 451-4220 Attention: Mark W. Shurtleff, Esq. If to the Trust: Fleetwood Capital Trust II 31 {Page} Regular Trustees c/o Fleetwood Enterprises, Inc . 3125 Myers Street Riverside, California 92513 Facsimile: (909) 351-3776 Attention: General Counsel with a copy to: Gibson, Dunn & Crutcher LLP Jamboree Center 4 Park Plaza Irvine, CA 92614- _____________ FLEETWOOD ENTERPRISES, INC – the Company and the Trust the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, FLEETWOOD ENTERPRISES, INC . By: ----------------------------------------------- Name: Title: FLEETWOOD CAPITAL TRUST II By: ----------------------------------------------- Name: Title: The foregoing Dealer Manager Agreement is hereby confirmed and accepted by the Dealer Manager in New York, New York _____________ dt 1490943 ; Citicorp USA Citicorp USA, Inc. As referenced in this Dealer Manager Agreement [Amended]: Citicorp USA, Inc – Consent of Guarantors dated as of December 7, 2001, among the Company, as guarantor, the financial institutions named therein, as the lenders, Bank of America, N. A., as administrative agent, Citicorp USA, Inc ., as documentation agent, Heller Financial, Inc., as syndication agent and Fleetwood Holdings, Inc., and certain of its subsidiaries and Fleetwood Retail Corp., and certain of its subsidiaries, as the _____________ dt 1368149 ; BofA Securities Banc of America Securities LLC ( Financial ) As referenced in this Dealer Manager Agreement [Amended]: BANC OF AMERICA SECURITIES LLC – {DOCUMENT} {TYPE}EX-1.1 {SEQUENCE}3 {FILENAME}a2065672zex-1_1.txt {DESCRIPTION}EXHIBIT 1.1 {TEXT} {Page} Exhibit 1.1 FLEETWOOD ENTERPRISES, INC., FLEETWOOD CAPITAL TRUST II and BANC OF AMERICA SECURITIES LLC Amended Dealer Manager Agreement dated as of December , 2001 ---- {Page} AMENDED DEALER MANAGER AGREEMENT December , 2001 --- BANC OF AMERICA SECURITIES LLC 9 West 57th Street New York, New York _____________ BANC OF AMERICA SECURITIES LLC – 1 FLEETWOOD ENTERPRISES, INC., FLEETWOOD CAPITAL TRUST II and BANC OF AMERICA SECURITIES LLC Amended Dealer Manager Agreement dated as of December , 2001 ---- {Page} AMENDED DEALER MANAGER AGREEMENT December , 2001 --- BANC OF AMERICA SECURITIES LLC 9 West 57th Street New York, New York 10019 Ladies and Gentlemen: On the date hereof, the existing Dealer Manager Agreement dated December 5, 2001 by and between Fleetwood _____________ Banc of America Securities LLC – the date hereof, the existing Dealer Manager Agreement dated December 5, 2001 by and between Fleetwood Enterprises Inc., a Delaware corporation (the "Company"), Fleetwood Capital Trust II (the "Trust") and Banc of America Securities LLC shall be and is hereby amended and restated in its entirety as set forth herein. 1. INTRODUCTORY. The Company is to offer to exchange up to $___ million in _____________ Banc of America Securities LLC – 14. NOTICES. All communications hereunder shall be in writing and shall be mailed, hand delivered or telecopied and confirmed to the parties hereto as follows: If to the Dealer Manager: Banc of America Securities LLC 9 West 57th Street New York, NY 10019 Facsimile: 212-583-8457 Attention: Eric Hambleton with a copy to: Davis Polk & Wardwell 450 Lexington Avenue New York, NY 10017 _____________ BANC OF AMERICA SECURITIES LLC – hereby confirmed and accepted by the Dealer Manager in New York, New York as of the date first above written. Accepted and agreed as of the date first above written: BANC OF AMERICA SECURITIES LLC By: -------------------------------------- Name: Title: 34 {Page} EXHIBIT A FORM OF OPINION OF GIBSON, DUNN & CRUTCHER LLP PURSUANT TO SECTION 9(f) 1. The Company has been duly incorporated and is _____________ dt 1355128 ;	BofA Bank of America, NA ( Money Center Banks ) As referenced in this Dealer Manager Agreement [Amended]: Bank of America, N.A. – Company, Fleetwood Holdings, Inc. ("Holdings"), Fleetwood Retail Corp. ("Retail") and certain subsidiaries of the Company, Holdings and Retail (collectively with the Company, Holdings and Retail, the "Pledgors"), in favor of Bank of America, N.A. , as agent for the lenders that may from time to time become parties to the Bank of America Credit Agreement (as defined herein) (the "Lenders"). Complete and correct copies _____________ dt 1554108 ; Davis Polk Davis Polk & Wardwell ( Legal ) As referenced in this Dealer Manager Agreement [Amended]: Davis Polk & Wardwell, – such date, the form of which is attached as EXHIBIT E. (k) On the Commencement Date and the Closing Date, the Dealer Manager shall have received the favorable opinion of Davis Polk & Wardwell, counsel for the Dealer Manager, in form and substance satisfactory to the Dealer Manager. (l) On the date hereof, the Company shall have furnished to the Dealer Manager an _____________ Davis Polk & Wardwell – follows: If to the Dealer Manager: Banc of America Securities LLC 9 West 57th Street New York, NY 10019 Facsimile: 212-583-8457 Attention: Eric Hambleton with a copy to: Davis Polk & Wardwell 450 Lexington Avenue New York, NY 10017 Facsimile: 212-450-4800 Attention: Winthrop B. Conrad, Jr. If to the Company: Fleetwood Enterprises, Inc. 3125 Myers Street Riverside, California 92513 _____________ dt 1439958 ; Gibson Dunn Gibson, Dunn & Crutcher ( Legal ) As referenced in this Dealer Manager Agreement [Amended]: Gibson, Dunn – 6, 13 and 14 and clause (i) of the next-to-last paragraph of EXHIBIT A) and the Closing Date, the Dealer Manager shall have received the favorable opinion of Gibson, Dunn & Crutcher LLP, special counsel for the Trust and the Company, dated as of such date, the form of which is attached as EXHIBIT A. (g) On the Commencement Date ( _____________ Gibson, Dunn – the form of which is attached as EXHIBIT D. 21 {Page} (j) On the Commencement Date and the Closing Date, the Dealer Manager shall have received the favorable opinion of Gibson, Dunn & Crutcher LLP, special tax counsel to the Trust and the Company, dated as of such date, the form of which is attached as EXHIBIT E. (k) On the Commencement _____________ Gibson, Dunn – 4800 Attention: Winthrop B. Conrad, Jr. If to the Company: Fleetwood Enterprises, Inc. 3125 Myers Street Riverside, California 92513 Facsimile: (909) 351-3776 Attention: General Counsel with a copy to: Gibson, Dunn & Crutcher LLP Jamboree Center 4 Park Plaza Irvine, CA 92614-8557 Facsimile: (949) 451-4220 Attention: Mark W. Shurtleff, Esq. If to the Trust: Fleetwood Capital Trust II 31 { _____________ Gibson, Dunn – Fleetwood Capital Trust II 31 {Page} Regular Trustees c/o Fleetwood Enterprises, Inc. 3125 Myers Street Riverside, California 92513 Facsimile: (909) 351-3776 Attention: General Counsel with a copy to: Gibson, Dunn & Crutcher LLP Jamboree Center 4 Park Plaza Irvine, CA 92614-8557 Facsimile: (949) 451-4220 Attention: Mark W. Shurtleff, Esq. Any party hereto may change the address for receipt _____________ GIBSON, DUNN – date first above written. Accepted and agreed as of the date first above written: BANC OF AMERICA SECURITIES LLC By: -------------------------------------- Name: Title: 34 {Page} EXHIBIT A FORM OF OPINION OF GIBSON, DUNN & CRUTCHER LLP PURSUANT TO SECTION 9(f) 1. The Company has been duly incorporated and is validly existing and in good standing under the laws of its jurisdiction of _____________ dt 1483542
Preview Full Doc	2001	Dealer Manager Agreement Dealer Manager Agreement (136K) Doc #389282: Click preview link for longer preview. {DOCUMENT} {TYPE}EX-1.1 {SEQUENCE}3 {FILENAME}a2058230zex-1_1.txt {DESCRIPTION}EXHIBIT 1.1 {TEXT} {Page} EXHIBIT 1.1 FLEETWOOD ENTERPRISES, INC., FLEETWOOD CAPITAL TRUST II and BANC OF AMERICA SECURITIES LLC Dealer Manager Agreement dated as of December 5, 2001 {Page} DEALER MANAGER AGREEMENT December 5, 2001 BANC OF AMERICA SECURITIES LLC 9 West 57th Street New York, New York 10019 Ladies and Gentlemen: 1. INTRODUCTORY. Fleetwood Enterprises, Inc., a Delaware corporation (the "Company") proposes to offer to exchange up to $34.5 million in aggregate liquidation amount of 9.75% Convertible Trust Preferred Securities due February 15, 2013 (the "Exchange Securities") of Fleetwood Capital Trust II (the "Trust") for up to $86.25 million in aggregate liquidation amount of the outstanding 6% Convertible Trust Preferred Securities due February 15, 2028 (the "Existing Securities") of Fleetwood Capital Trust (the "Existing Trust"). For each $50.0 in liquidation amount of Existing Securities accepted for exchange, the holder of such Existing Securities will receive $20.0 in liquidation amount of Exchange Securities, subject to the terms and conditions set forth in the Prospectus (as hereinafter defined). The Exchange Securities will be guaranteed by a guarantee (the "Guarantee") by the Company to the extent described in the Prospectus. The exchange offer described above and in the Prospectus is herein referred to as the "Exchange Offer." In connection with the Exchange Offer, the Company will deposit in the Trust as trust assets its 9.75% Convertible Subordinated Debentures due February 15, 2013 (the "Debentures") issued pursuant to an Indenture (the "Indenture") between the Company and the Debt Trustee (as defined in the Indenture) and the Trust will transfer to the Company the Exchange Securities and its common securities (the "Common Securities"), as set forth in the Prospectus. 2. ENGAGEMENT AS DEALER MANAGER. By this Dealer Manager Agreement (the "Agreement"), each of the Company and the Trust hereby engages and appoints you as the exclusive dealer manager (the "Dealer Manager") for the Exchange Offer and authorizes you to act as such in connection with the Exchange Offer. As Dealer Manager you agree, in accordance with your {Page} customary practice, to perform in connection with the Exchange Offer those services as are customarily performed by investment banking concerns in connection with similar offers, including, without limitation, using all reasonable efforts to solicit from individuals and institutions the tender of Existing Securities pursuant to and in accordance with the terms and conditions of the Exchange Offer. You shall act as an independent contractor in connection with the Exchange Offer with duties solely to the Company and the Trust and nothing herein contained shall constitute you as an agent of the Company or the Trust in connection with the solicitation of such Existing Securities pursuant to and in accordance with the terms and conditions of the Exchange Offer; PROVIDED, HOWEVER, that the Company hereby authorizes the Dealer Manager, and/or one or more registered brokers or dealers chosen by the Dealer Manager, to act as the Company's agent in making the Exchange Offer to residents of any jurisdiction in which such agent designation may be necessary to comply with applicable law. Nothing in this Agreement shall constitute the Dealer Manager a partner or joint venturer with the Trust, the Company or any of its subsidiaries. On the basis of the representations and warranties and agreements of each of the Company and the Trust contained herein and subject to and in accordance with the terms and conditions hereof and of the Exchange Offer, the Dealer Manager agrees to act in such capacity. 3. REGISTRATION STATEMENT, PROSPECTUS AND OFFERING MATERIALS. (a) The Company and the Trust have prepared and filed with the Securities and Exchange Commission (the "Commission"), under the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the "Securities Act"), a combined registration statement on Form S-4 (Reg. No. 333-62838) and Form S-3 (Reg. No. 333-62850), including a Prospectus (as hereinafter defined), covering the registration of the Exchange Securities, the Guarantee, the Debentures, the shares of the common stock, par value $1.00 per share of the Company (the "Fleetwood Common Stock"), issuable upon conversion of the Exchange Securities and the Debentures (the "Conversion Shares"), and the shares of Fleetwood Common Stock (the "Interest Shares" and together with the "Conversion Shares", the "Shares") that may be issued solely at the Company's option as payment of interest on the Debentures in accordance with the terms of the Indenture. The term "Registration Statement," as used in this Agreement, shall mean such registration statement, including the exhibits thereto and any documents incorporated by reference therein, in the form in which it becomes effective and, in the event of any amendment or supplement thereto or the filing of any abbreviated registration statement pursuant to Rule 462(b) of the Securities Act relating thereto after the effective date of such registration statement, shall also mean (from and after the effectiveness of such abbreviated registration statement) such registration statement as so amended or supplemented, together with any such abbreviated registration statement. The 2 {Page} final prospectus included in the Registration Statement (including any documents incorporated in the Prospectus by reference) is herein called the "Prospectus," except that if the final prospectus furnished to the Dealer Manager for use in connection with the Exchange Offer differs from the prospectus set forth in the Registration Statement (whether or not such prospectus is required to be filed pursuant to Rule 424(b)), the term "Prospectus" shall refer to the final prospectus furnished to the Dealer Manager for such use. The terms "supplement" and "amendment" or "supplemented" and "amended" as used herein with respect to the Prospectus shall include all documents deemed to be incorporated by reference in the Prospectus that are filed subsequent to the date of the Prospectus and prior to the termination of the Exchange Offer by the Company with the Commission pursuant to the Securities Exchange Act of 1934, as amended, 389282	Fleetwood Fleetwood Enterprises, Inc. ( Capital Goods ) As referenced in this Dealer Manager Agreement: FLEETWOOD ENTERPRISES, INC – {DOCUMENT} {TYPE}EX-1.1 {SEQUENCE}3 {FILENAME}a2058230zex-1_1.txt {DESCRIPTION}EXHIBIT 1.1 {TEXT} {Page} EXHIBIT 1.1 FLEETWOOD ENTERPRISES, INC ., FLEETWOOD CAPITAL TRUST II and BANC OF AMERICA SECURITIES LLC Dealer Manager Agreement dated as of December 5, 2001 {Page} DEALER MANAGER AGREEMENT December 5, 2001 BANC OF AMERICA _____________ Fleetwood Enterprises, Inc – of December 5, 2001 {Page} DEALER MANAGER AGREEMENT December 5, 2001 BANC OF AMERICA SECURITIES LLC 9 West 57th Street New York, New York 10019 Ladies and Gentlemen: 1. INTRODUCTORY. Fleetwood Enterprises, Inc ., a Delaware corporation (the "Company") proposes to offer to exchange up to $34.5 million in aggregate liquidation amount of 9.75% Convertible Trust Preferred Securities due February 15, _____________ Fleetwood Enterprises, Inc – Attention: Eric Hambleton with a copy to: Davis Polk & Wardwell 450 Lexington Avenue New York, NY 10017 Facsimile: 212-450-4800 Attention: Winthrop B. Conrad, Jr. If to the Company: Fleetwood Enterprises, Inc . 3125 Myers Street Riverside, California 92513 31 {Page} Facsimile: (909) 351-3776 Attention: General Counsel with a copy to: Gibson, Dunn & Crutcher LLP Jamboree Center 4 Park Plaza Irvine, _____________ Fleetwood Enterprises, Inc – Jamboree Center 4 Park Plaza Irvine, CA 92614-8557 Facsimile: (949) 451-4220 Attention: Mark W. Shurtleff, Esq. If to the Trust: Fleetwood Capital Trust II Regular Trustees c/o Fleetwood Enterprises, Inc . 3125 Myers Street Riverside, California 92513 Facsimile: (909) 351-3776 Attention: General Counsel with a copy to: Gibson, Dunn & Crutcher LLP Jamboree Center 4 Park Plaza Irvine, CA 92614- _____________ FLEETWOOD ENTERPRISES, INC – the Company and the Trust the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, FLEETWOOD ENTERPRISES, INC . By: /s/ Boyd R. Plowman ---------------------- Name: Boyd R. Plowman Title: Senior Vice President-Finance FLEETWOOD CAPITAL TRUST II By: /s/ Lyle N. Larkin ---------------------- Name: Lyle N. Larkin Title: Regular _____________ dt 1490955 ; Citicorp USA Citicorp USA, Inc. As referenced in this Dealer Manager Agreement: Citicorp USA, Inc – the credit agreement dated as of July 27, 2001 among the Company, as guarantor, the financial institutions named therein, as the lenders, Bank of America, N.A., as administrative agent, Citicorp USA, Inc ., as documentation agent, Heller Financial, Inc., as syndication agent and Fleetwood Holdings, Inc., and certain of its subsidiaries and Fleetwood Retail Corp., and certain of its subsidiaries, as the _____________ dt 1368151 ; BofA Securities Banc of America Securities LLC ( Financial ) As referenced in this Dealer Manager Agreement: BANC OF AMERICA SECURITIES LLC – {DOCUMENT} {TYPE}EX-1.1 {SEQUENCE}3 {FILENAME}a2058230zex-1_1.txt {DESCRIPTION}EXHIBIT 1.1 {TEXT} {Page} EXHIBIT 1.1 FLEETWOOD ENTERPRISES, INC., FLEETWOOD CAPITAL TRUST II and BANC OF AMERICA SECURITIES LLC Dealer Manager Agreement dated as of December 5, 2001 {Page} DEALER MANAGER AGREEMENT December 5, 2001 BANC OF AMERICA SECURITIES LLC 9 West 57th Street New York, New York _____________ BANC OF AMERICA SECURITIES LLC – 1 FLEETWOOD ENTERPRISES, INC., FLEETWOOD CAPITAL TRUST II and BANC OF AMERICA SECURITIES LLC Dealer Manager Agreement dated as of December 5, 2001 {Page} DEALER MANAGER AGREEMENT December 5, 2001 BANC OF AMERICA SECURITIES LLC 9 West 57th Street New York, New York 10019 Ladies and Gentlemen: 1. INTRODUCTORY. Fleetwood Enterprises, Inc., a Delaware corporation (the "Company") proposes to offer to exchange up to $ _____________ Banc of America Securities LLC – 14. NOTICES. All communications hereunder shall be in writing and shall be mailed, hand delivered or telecopied and confirmed to the parties hereto as follows: If to the Dealer Manager: Banc of America Securities LLC 9 West 57th Street New York, NY 10019 Facsimile: 212-583-8457 Attention: Eric Hambleton with a copy to: Davis Polk & Wardwell 450 Lexington Avenue New York, NY 10017 _____________ Banc of America Securities, LLC – 18. GENERAL PROVISIONS. This Agreement, together with the Engagement Letter (including all attachments or schedules thereto) and the Distribution Agreement, dated the date hereof, among the Company, the Trust and Banc of America Securities, LLC , as placement agent, constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with _____________ BANC OF AMERICA SECURITIES LLC – hereby confirmed and accepted by the Dealer Manager in New York, New York as of the date first above written. Accepted and agreed as of the date first above written: BANC OF AMERICA SECURITIES LLC By: /s/ Derek Dillon ------------------------ Name: Derek Dillon Title: Managing Director 35 {Page} EXHIBIT A FORM OF OPINION OF GIBSON, DUNN & CRUTCHER LLP PURSUANT TO SECTION 9(f) 1. The _____________ dt 1355134 ;	BofA Bank of America, NA ( Money Center Banks ) As referenced in this Dealer Manager Agreement: Bank of America, N.A. – Company, Fleetwood Holdings, Inc. ("Holdings"), Fleetwood Retail Corp. ("Retail") and certain subsidiaries of the Company, Holdings and Retail (collectively with the Company, Holdings and Retail, the "Pledgors"), in favor of Bank of America, N.A. , as agent for the lenders that may from time to time become parties to the Bank of America Credit Agreement (as defined herein) (the "Lenders"). Complete and correct copies _____________ Bank of America, N.A. – Existing Debentures, and the related indenture and guarantee, the credit agreement dated as of July 27, 2001 among the Company, as guarantor, the financial institutions named therein, as the lenders, Bank of America, N.A. , as administrative agent, Citicorp USA, Inc., as documentation agent, Heller Financial, Inc., as syndication agent and Fleetwood Holdings, Inc., and certain of its subsidiaries and Fleetwood Retail Corp., and _____________ dt 1554110 ; Davis Polk Davis Polk & Wardwell ( Legal ) As referenced in this Dealer Manager Agreement: Davis Polk & Wardwell, – such date, the form of which is attached as Exhibit E. (k) On the Commencement Date and the Closing Date, the Dealer Manager shall have received the favorable opinion of Davis Polk & Wardwell, counsel for the Dealer Manager, in form and substance satisfactory to the Dealer Manager. (l) On the date hereof, the Company shall have furnished to the Dealer Manager an _____________ Davis Polk & Wardwell – follows: If to the Dealer Manager: Banc of America Securities LLC 9 West 57th Street New York, NY 10019 Facsimile: 212-583-8457 Attention: Eric Hambleton with a copy to: Davis Polk & Wardwell 450 Lexington Avenue New York, NY 10017 Facsimile: 212-450-4800 Attention: Winthrop B. Conrad, Jr. If to the Company: Fleetwood Enterprises, Inc. 3125 Myers Street Riverside, California 92513 _____________ dt 1439960 ; Gibson Dunn Gibson, Dunn & Crutcher ( Legal ) As referenced in this Dealer Manager Agreement: Gibson, Dunn – 6, 13 and 14 and clause (i) of the next-to-last paragraph of EXHIBIT A) and the Closing Date, the Dealer Manager shall have received the favorable opinion of Gibson, Dunn & Crutcher LLP, special counsel for the Trust and the Company, dated as of such date, the form of which is attached as EXHIBIT A. (g) On the Commencement Date ( _____________ Gibson, Dunn – such date, the form of which is attached as Exhibit D. (j) On the Commencement Date and the Closing Date, the Dealer Manager shall have received the favorable opinion of Gibson, Dunn & Crutcher LLP, special tax counsel to the Trust and the Company, dated as of such date, the form of which is attached as Exhibit E. (k) On the Commencement _____________ Gibson, Dunn – Winthrop B. Conrad, Jr. If to the Company: Fleetwood Enterprises, Inc. 3125 Myers Street Riverside, California 92513 31 {Page} Facsimile: (909) 351-3776 Attention: General Counsel with a copy to: Gibson, Dunn & Crutcher LLP Jamboree Center 4 Park Plaza Irvine, CA 92614-8557 Facsimile: (949) 451-4220 Attention: Mark W. Shurtleff, Esq. If to the Trust: Fleetwood Capital Trust II Regular _____________ Gibson, Dunn – the Trust: Fleetwood Capital Trust II Regular Trustees c/o Fleetwood Enterprises, Inc. 3125 Myers Street Riverside, California 92513 Facsimile: (909) 351-3776 Attention: General Counsel with a copy to: Gibson, Dunn & Crutcher LLP Jamboree Center 4 Park Plaza Irvine, CA 92614-8557 Facsimile: (949) 451-4220 Attention: Mark W. Shurtleff, Esq. Any party hereto may change the address for receipt _____________ GIBSON, DUNN – as of the date first above written: BANC OF AMERICA SECURITIES LLC By: /s/ Derek Dillon ------------------------ Name: Derek Dillon Title: Managing Director 35 {Page} EXHIBIT A FORM OF OPINION OF GIBSON, DUNN & CRUTCHER LLP PURSUANT TO SECTION 9(f) 1. The Company has been duly incorporated and is validly existing and in good standing under the laws of its jurisdiction of _____________ dt 1483544
Preview Full Doc	2001	Declaration of Trust Declaration of Trust (12K) Doc #389246: Click preview link for longer preview. DECLARATION OF TRUST DECLARATION OF TRUST, dated as of December 7, 2001, between Fleetwood Enterprises, Inc., a Delaware corporation, as Sponsor (the "Sponsor"), The Bank of New York (Delaware), a Delaware banking corporation, not in its individual capacity but solely as Delaware Trustee (the "Delaware Trustee"), and Boyd R. Plowman, as Regular Trustee (collectively with the Delaware Trustee, the "Trustees"). The Sponsor and the Trustees hereby agree as follows: 1. The trust created hereby (the "Trust") shall . . . 389246	Fleetwood Fleetwood Enterprises, Inc. ( Capital Goods ) As referenced in this Declaration of Trust: Fleetwood Enterprises, Inc – 4.5 {SEQUENCE}4 {FILENAME}a2065542zex-4_5.txt {DESCRIPTION}EXHIBIT 4.5 {TEXT} {Page} EXHIBIT 4.5 DECLARATION OF TRUST DECLARATION OF TRUST, dated as of December 7, 2001, between Fleetwood Enterprises, Inc ., a Delaware corporation, as Sponsor (the "Sponsor"), The Bank of New York (Delaware), a Delaware banking corporation, not in its individual capacity but solely as Delaware Trustee (the "Delaware _____________ FLEETWOOD ENTERPRISES, INC – of laws principles. 3 {Page} IN WITNESS WHEREOF, the parties hereto have caused this Declaration of Trust to be duly executed as of the day and year first above written. FLEETWOOD ENTERPRISES, INC ., as Sponsor By: /s/ Boyd R. Plowman --------------------------------- Name: Boyd R. Plowman Title: Senior Vice President & CFO THE BANK OF NEW YORK (DELAWARE), as Delaware Trustee By: /s/ Patrick Burns --------------------------------- _____________ dt 1490947 ;	BNY Bank of New York ( Money Center Banks ) As referenced in this Declaration of Trust: Bank of New York – 5 {TEXT} {Page} EXHIBIT 4.5 DECLARATION OF TRUST DECLARATION OF TRUST, dated as of December 7, 2001, between Fleetwood Enterprises, Inc., a Delaware corporation, as Sponsor (the "Sponsor"), The Bank of New York (Delaware), a Delaware banking corporation, not in its individual capacity but solely as Delaware Trustee (the "Delaware Trustee"), and Boyd R. Plowman, as Regular Trustee (collectively with the Delaware _____________ BANK OF NEW YORK – executed as of the day and year first above written. FLEETWOOD ENTERPRISES, INC., as Sponsor By: /s/ Boyd R. Plowman --------------------------------- Name: Boyd R. Plowman Title: Senior Vice President & CFO THE BANK OF NEW YORK (DELAWARE), as Delaware Trustee By: /s/ Patrick Burns --------------------------------- Name: Patrick Burns Title: Senior Vice President /s/ Boyd R. Plowman ------------------------------------ Name: Boyd R. Plowman Regular Trustee 4 {/TEXT} {/DOCUMENT} _____________ dt 1006320
Preview Full Doc	2001	Declaration of Trust Declaration of Trust (12K) Doc #389284: Click preview link for longer preview. DECLARATION OF TRUST DECLARATION OF TRUST, dated as of June 7, 2001, between Fleetwood Enterprises, Inc., a Delaware corporation, as Sponsor (the "Sponsor"), The Bank of New York (Delaware), a Delaware banking corporation, not in its individual capacity but solely as Delaware Trustee (the "Delaware Trustee"), and Boyd R. Plowman, as Regular Trustee (the "Regular Trustee," and collectively with the Delaware Trustee, the "Trustees"). The Sponsor and the Trustees hereby agree as follows: 1. The . . . 389284	Fleetwood Fleetwood Enterprises, Inc. ( Capital Goods ) As referenced in this Declaration of Trust: Fleetwood Enterprises, Inc – 4.3 {SEQUENCE}5 {FILENAME}a2058230zex-4_3.txt {DESCRIPTION}EXHIBIT 4.3 {TEXT} {Page} EXHIBIT 4.3 DECLARATION OF TRUST DECLARATION OF TRUST, dated as of June 7, 2001, between Fleetwood Enterprises, Inc ., a Delaware corporation, as Sponsor (the "Sponsor"), The Bank of New York (Delaware), a Delaware banking corporation, not in its individual capacity but solely as Delaware Trustee (the "Delaware _____________ FLEETWOOD ENTERPRISES, INC – of laws principles. -3- {Page} IN WITNESS WHEREOF, the parties hereto have caused this Declaration of Trust to be duly executed as of the day and year first above written. FLEETWOOD ENTERPRISES, INC ., as Sponsor By: /s/ Boyd R. Plowman ---------------------------------- Name: Boyd R. Plowman Title: Senior Vice President and Chief Financial Officer THE BANK OF NEW YORK (DELAWARE), as Delaware Trustee By: / _____________ dt 1490956 ;	BNY Bank of New York ( Money Center Banks ) As referenced in this Declaration of Trust: Bank of New York – 3 {TEXT} {Page} EXHIBIT 4.3 DECLARATION OF TRUST DECLARATION OF TRUST, dated as of June 7, 2001, between Fleetwood Enterprises, Inc., a Delaware corporation, as Sponsor (the "Sponsor"), The Bank of New York (Delaware), a Delaware banking corporation, not in its individual capacity but solely as Delaware Trustee (the "Delaware Trustee"), and Boyd R. Plowman, as Regular Trustee (the "Regular Trustee," and _____________ BANK OF NEW YORK – the day and year first above written. FLEETWOOD ENTERPRISES, INC., as Sponsor By: /s/ Boyd R. Plowman ---------------------------------- Name: Boyd R. Plowman Title: Senior Vice President and Chief Financial Officer THE BANK OF NEW YORK (DELAWARE), as Delaware Trustee By: /s/ Patrick Burns ---------------------------------- Name: Patrick Burns Title: Senior Vice President By: /s/ Boyd R. Plowman ---------------------------------- Name: Boyd R. Plowman Regular Trustee -4- {/TEXT} {/DOCUMENT} _____________ dt 1006339
Preview Full Doc	2002	Employment Agreement Employment Agreement (32K) Doc #389194: Click preview link for longer preview. EMPLOYMENT AGREEMENT This Employment Agreement (this "Agreement") is effective as of August 12, 2002 (the "Effective Date"), and is entered into by and between Edward B. Caudill, an individual ("Executive"), and Fleetwood Enterprises, Inc., a Delaware corporation (the "Company"). R E C I T A L S WHEREAS, this Agreement is entered pursuant to that certain Letter Agreement between Executive and the Company dated July 19, 2002, and the terms of said Letter Agreement are . . . 389194	Fleetwood Fleetwood Enterprises, Inc. ( Capital Goods ) As referenced in this Employment Agreement: Fleetwood Enterprises, Inc – AGREEMENT This Employment Agreement (this "Agreement") is effective as of August 12, 2002 (the "Effective Date"), and is entered into by and between Edward B. Caudill, an individual ("Executive"), and Fleetwood Enterprises, Inc ., a Delaware corporation (the "Company"). R E C I T A L S WHEREAS, this Agreement is entered pursuant to that certain Letter Agreement between Executive and the Company _____________ Fleetwood Enterprises, Inc – and return receipt requested, and addressed or delivered as follows, or at such other addresses the party addressed may have substituted by notice pursuant to this Section: To the Company: Fleetwood Enterprises, Inc . 3125 Myers Street Riverside, California 92503-5527 Attn: General Counsel To Executive: Edward B. Caudill 3125 Myers Street Riverside, CA 92503 14. Captions. The captions of this Agreement are _____________ FLEETWOOD ENTERPRISES, INC – the parties hereto have caused this Agreement to be duly executed and delivered effective as of the day and year first written above. /s/ EDWARD B. CAUDILL Edward B. Caudill FLEETWOOD ENTERPRISES, INC ., a Delaware corporation By: /s/ THOMAS B. PITCHER Name: Thomas B. Pitcher Title: Interim Chairman of the Board 9 QuickLinks Exhibit 10.1 EMPLOYMENT AGREEMENT _____________ dt 1490940
Preview Full Doc	2002	Employment Agreement Employment Agreement (32K) Doc #389196: Click preview link for longer preview. EMPLOYMENT AGREEMENT This Employment Agreement (this "Agreement") is effective as of June 15, 2002 (the "Effective Date"), and is entered into by and between , an individual ("Executive"), and Fleetwood Enterprises, Inc., a Delaware corporation (the "Company"). R E C I T A L S WHEREAS, by entering into this Agreement, the terms of Executive's . . . 389196	Fleetwood Fleetwood Enterprises, Inc. ( Capital Goods ) As referenced in this Employment Agreement: Fleetwood Enterprises, Inc – 10.18 EMPLOYMENT AGREEMENT This Employment Agreement (this "Agreement") is effective as of June 15, 2002 (the "Effective Date"), and is entered into by and between , an individual ("Executive"), and Fleetwood Enterprises, Inc ., a Delaware corporation (the "Company"). R E C I T A L S WHEREAS, by entering into this Agreement, the terms of Executive's employment with the Company shall _____________ Fleetwood Enterprises, Inc – receipt requested, and addressed or delivered as follows, or at such other addresses the party addressed may have substituted by notice pursuant to this Section: To the Company: To Executive: Fleetwood Enterprises, Inc . 3125 Myers Street Home Address Riverside, California 92503-5527 City, State, Zip Attn: General Counsel 14. Captions. The captions of this Agreement are inserted for convenience and do not _____________ FLEETWOOD ENTERPRISES, INC – Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered effective as of the day and year first written above. [Name of Executive] FLEETWOOD ENTERPRISES, INC ., a Delaware corporation By: Name: Title: 9 QuickLinks EMPLOYMENT AGREEMENT R E C I T A L S A G R E E M E N T _____________ dt 1490941
Preview Full Doc	2001	Employment Agreement Employment Agreement (33K) Doc #389315: Click preview link for longer preview. EMPLOYMENT AGREEMENT This Employment Agreement (this "Agreement") is effective as of _________ __, 2001 (the "Effective Date"), and is entered into by and between , an individual ("Executive"), and [Fleetwood Enterprises, Inc.], a Delaware corporation (the "Company"). R E C I T A L S WHEREAS, the Company has determined that it is in its best interests to implement a new compensation program to compensate certain of its employees on a more competitive basis and thereby encourage such employees to further the interests of the Company and its stockholders, which program shall be effective as of the Company's fiscal year beginning May 1, 2001 (the "New Compensation Program"); WHEREAS, the Company desires that Executive participate in the New Compensation Program by entering into this Agreement and Executive desires to participate in the New Compensation Program by entering into this Agreement; and WHEREAS, by entering into this Agreement, the terms of Executive's employment with the Company shall be governed by the terms and conditions of this Agreement and any prior agreement between Executive and the Company or any of the Company's affiliated entities relating to Executive's employment with the Company or any of its affiliated entities shall be superseded by the terms of this Agreement except to the extent set forth herein. NOW, THEREFORE, in consideration of the recitals set forth above, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereto agree as follows: A G R E E M E N T 1. EMPLOYMENT. As of the Effective Date, the Company hereby employs Executive to serve in the capacity of [Title] ("[Title]"). The Company's Board of Directors (the "Board") and/or the Company's Chief Executive Officer (the "CEO") may provide such additional designations of title to Executive as the Board [and/or CEO], in its discretion, may deem appropriate. Executive agrees to perform the executive duties and functions customarily associated with the office of [Title] and as specified from time to time by the Board [and/or the CEO]. Except for legal holidays, vacations and absences due to temporary illness, Executive shall devote his time, attention and energies to the business of the Company on a full-time basis. Executive represents and warrants to the Company that he is under no restriction, limitation or other prohibition to perform his duties as described herein. {Page} 2. EMPLOYMENT COMPENSATION AND BENEFITS. (a) BASE SALARY. Executive's initial base salary shall be at the annual rate of _________________________ Dollars ($____________) (the "Base Salary"), which be payable at least as frequently as monthly and subject to deductions and withholdings required by applicable law and as customary in respect of the Company's salaried employees. This salary level shall be reviewed at least annually by the Board's Compensation Committee on the basis of Executive's performance and the Company's financial success and progress. (b) INCENTIVE COMPENSATION. As additional compensation to provide incentives for Executive to extend efforts which will assist in increasing the profits of the Company, Executive shall be eligible to receive incentive compensation in accordance with the terms and conditions of the Company's Senior Executive Incentive Compensation Plan, as such plan has been established by the Company and as may be modified from time to time (the "Plan"). A copy of the Plan has been delivered to Executive along with this Agreement and the Company shall provide Executive with a copy of any revisions to the Plan when such revisions become effective. Executive's participation in the Plan and the number of participant points granted under the Plan are subject to adjustment by the Board's Compensation Committee at such Committee's discretion. (c) VACATION. Executive shall be entitled to annual vacations in a manner commensurate with his status as a key executive and in accordance with the Company's vacation policies in effect during the term of this Agreement. (d) EXPENSE REIMBURSEMENT. The Company shall reimburse Executive for all reasonable amounts actually expended by Executive in the course of performing his duties for the Company and in accordance with any Company-established guidelines where Executive tenders receipts or other documentation reasonably substantiating the amounts as required by the Company. (e) OTHER BENEFITS. Except as otherwise provided in this Agreement, Executive shall be entitled to receive all of the rights, benefits and privileges of an executive officer of the Company under any retirement, pension, profit-sharing, group medical insurance, group dental insurance, group-term life insurance, disability insurance and other similar employee benefit plan or program which may be now in effect or hereafter adopted, to the extent that Executive is eligible under the provisions thereof. 3. TERMINATION. (a) AT WILL. The Company shall employ Executive at will, and either Executive or the Company may terminate Executive 's employment with the Company at any time and for any reason, with or without cause. (b) SEVERANCE PAYMENT AND BENEFITS. If Executive 's employment is terminated as a result of a Qualifying Termination, as defined below, and if Executive delivers a fully executed release and waiver of all claims against the Company in the 2 {Page} form attached hereto as EXHIBIT A (the "Release Agreement"), then, upon expiration of any applicable revocation period contained in the Release Agreement, the Company shall pay or provide Executive the following severance payment and benefits: (i) Executive shall receive the Severance Payment, as defined below, which shall be payable in equal monthly installments beginning on the first day of the first full month and continuing on the first day of each month thereafter during the Severance Period. The Severance Payment is in lieu of any severance payment benefits which otherwise may at that time be available under the Company's applicable policies; PROVIDED, HOWEVER, that nothing in this Agreement is intended to modify or supersede the Agreement re: Change In Control entered into between Executive and the Company as of ________, 2001 (the "Agreement re: Change In Control"), and Executive shall be entitled to receive whatever additional severance pay 389315	Fleetwood Fleetwood Enterprises, Inc. ( Capital Goods ) As referenced in this Employment Agreement: [Fleetwood Enterprises, Inc – 10(a) EMPLOYMENT AGREEMENT This Employment Agreement (this "Agreement") is effective as of _________ __, 2001 (the "Effective Date"), and is entered into by and between , an individual ("Executive"), and [Fleetwood Enterprises, Inc .], a Delaware corporation (the "Company"). R E C I T A L S WHEREAS, the Company has determined that it is in its best interests to implement a new _____________ Fleetwood Enterprises, Inc – receipt requested, and addressed or delivered as follows, or at such other addresses the party addressed may have substituted by notice pursuant to this Section: To the Company: To Executive: Fleetwood Enterprises, Inc . ---------------------------- 3125 Myers Street Home Address Riverside, California 92503-5527 City, State, Zip Attn: General Counsel 12. CAPTIONS. The captions of this Agreement are inserted for convenience and do not _____________ [FLEETWOOD ENTERPRISES, INC – Page} IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered effective as of the day and year first written above. ----------------------------- [Name of Executive] [FLEETWOOD ENTERPRISES, INC .,] a Delaware corporation By: --------------------------------------------- Name: ---------------------------------------- Title: --------------------------------------- 9 {Page} EXHIBIT A RELEASE AGREEMENT I, ________________________, hereby enter into this Release Agreement (this "Agreement"), pursuant to Paragraph 3(b) of my _____________ [Fleetwood Enterprises, Inc – corporation By: --------------------------------------------- Name: ---------------------------------------- Title: --------------------------------------- 9 {Page} EXHIBIT A RELEASE AGREEMENT I, ________________________, hereby enter into this Release Agreement (this "Agreement"), pursuant to Paragraph 3(b) of my Employment Agreement with [Fleetwood Enterprises, Inc .], a Delaware corporation (the "Company"), in consideration for which the Company shall make the Severance Payment as described in my Employment Agreement entered into effective as of __________, 2001. _____________ [FLEETWOOD ENTERPRISES, INC – signing of this Agreement to revoke it in writing, and this Agreement shall not be effective or enforceable until this revocation period has expired. Dated: ------------------- -------------------------------- [Name of releasing party] Dated: [FLEETWOOD ENTERPRISES, INC .,] ------------------- a Delaware corporation By: ------------------------------------- Name: -------------------------------- Title: ------------------------------- 2 {Page} {/TEXT} {/DOCUMENT} _____________ dt 1490964
Preview Full Doc	2000	Employment Contract Employment Contract (24K) Doc #389343: Click preview link for longer preview. EMPLOYMENT CONTRACT (Senior Executive) THIS AGREEMENT, entered into and effective as of the ____ day of __________, ______, by and between FLEETWOOD ENTERPRISES, INC., a Delaware corporation (herein called "Company"), and __________________________ ____________ (herein called "Associate"). WITNESSETH In consideration of the mutual promises and agreements of the parties hereto, and other valuable consideration, the parties agree as follows; 1. EMPLOYMENT. The Company hereby employs Associate . . . 389343	Fleetwood Fleetwood Enterprises, Inc. ( Capital Goods ) As referenced in this Employment Contract: FLEETWOOD ENTERPRISES, INC – ex-10_a.txt {DESCRIPTION}EXHIBIT 10(A) {TEXT} {PAGE} EMPLOYMENT CONTRACT (Senior Executive) THIS AGREEMENT, entered into and effective as of the ____ day of __________, ______, by and between FLEETWOOD ENTERPRISES, INC ., a Delaware corporation (herein called "Company"), and __________________________ ____________ (herein called "Associate"). WITNESSETH In consideration of the mutual promises and agreements of the parties hereto, and other valuable consideration, _____________ FLEETWOOD ENTERPRISES, INC – has executed this Agreement and the Company has caused this Agreement to be executed by its duly authorized officer, all as of the day and year first above written. ------------------------------- Associate FLEETWOOD ENTERPRISES, INC . (a Delaware corporation) By: --------------------------- 8 {/TEXT} {/DOCUMENT} _____________ dt 1490969
Preview Full Doc	2000	Employment Contract Employment Contract (24K) Doc #389344: Click preview link for longer preview. EMPLOYMENT CONTRACT (Senior Officers) THIS AGREEMENT, entered into and effective as of the ____ day of __________, 2000, by and between FLEETWOOD ENTERPRISES, INC., a Delaware corporation (herein called "Company"), and __________________________ ____________ (herein called "Associate"). WITNESSETH In consideration of the mutual promises and agreements of the parties hereto, and other valuable consideration, the parties agree as follows; 1. EMPLOYMENT. The Company hereby employs . . . 389344	Fleetwood Fleetwood Enterprises, Inc. ( Capital Goods ) As referenced in this Employment Contract: FLEETWOOD ENTERPRISES, INC – ex-10_b.txt {DESCRIPTION}EXHIBIT 10(B) {TEXT} {PAGE} EMPLOYMENT CONTRACT (Senior Officers) THIS AGREEMENT, entered into and effective as of the ____ day of __________, 2000, by and between FLEETWOOD ENTERPRISES, INC ., a Delaware corporation (herein called "Company"), and __________________________ ____________ (herein called "Associate"). WITNESSETH In consideration of the mutual promises and agreements of the parties hereto, and other valuable consideration, _____________ FLEETWOOD ENTERPRISES, INC – has executed this Agreement and the Company has caused this Agreement to be executed by its duly authorized officer, all as of the day and year first above written. ------------------------------- Associate FLEETWOOD ENTERPRISES, INC . (a Delaware corporation) By: ---------------------------- 8 {/TEXT} {/DOCUMENT} _____________ dt 1490970
Preview Full Doc	2005	Employment Agreement Employment Agreement (33K) Doc #1054813: Click preview link for longer preview. EX-10.14 Exhibit 10.14 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is effective as of March 8, 2005 (the “Effective Date”), and is entered into by and between Elden L. Smith, an individual (“Executive”), and Fleetwood Enterprises, Inc., a Delaware corporation (the “Company”). R E C I T A L S WHEREAS, by entering into this Agreement, the terms of Executive’s employment with the Company shall be governed by the terms and conditions of this Agreement and any prior . . . 1054813	Fleetwood Fleetwood Enterprises, Inc. ( Capital Goods ) As referenced in this Employment Agreement: Fleetwood Enterprises, Inc – Agreement”) is effective as of March 8, 2005 (the “Effective Date”), and is entered into by and between Elden L. Smith, an individual (“Executive”), and Fleetwood Enterprises, Inc ., a Delaware corporation (the “Company”). R E C I T A L S WHEREAS, by entering into this Agreement, the terms of Executive’s employment with _____________ Fleetwood Enterprises, Inc – receipt requested, and addressed or delivered as follows, or at such other addresses the party addressed may have substituted by notice pursuant to this Section: To the Company: To Executive: Fleetwood Enterprises, Inc . Elden L. Smith 3125 Myers Street 76-940 Avenida Fernando Riverside, California 92503-5527 La Quinta, CA 92253 Attn: General Counsel 14. &# _____________ FLEETWOOD ENTERPRISES, INC – the parties hereto have caused this Agreement to be duly executed and delivered effective as of the day and year first written above. /s/ Elden L. Smith Elden L. Smith FLEETWOOD ENTERPRISES, INC ., a Delaware corporation By: /s/ Thomas B. Pitcher Name: Thomas B. Pitcher Title: Chairman of the Board of Fleetwood Enterprises, Inc. 10 _____________ Fleetwood Enterprises, Inc – written above. /s/ Elden L. Smith Elden L. Smith FLEETWOOD ENTERPRISES, INC., a Delaware corporation By: /s/ Thomas B. Pitcher Name: Thomas B. Pitcher Title: Chairman of the Board of Fleetwood Enterprises, Inc . 10 _____________ dt 1490973
Preview Full Doc	2007	Employment Agreement Employment Agreement (33K) Doc #2704040: Click preview link for longer preview. EMPLOYMENT AGREEMENT This Employment Agreement (this ï¿½Agreementï¿½) is effective as of XXXXXX (the ï¿½Effective Dateï¿½), and is entered into by and between XXXXXX, an individual (ï¿½Executiveï¿½), and Fleetwood Enterprises, Inc., a Delaware corporation (the ï¿½Companyï¿½). R E C I T A L S WHEREAS, by entering into this Agreement, the terms of Executiveï¿½s employment with the Company shall be governed by the terms and conditions of this Agreement and any prior agreement between Executive and the Company or any of the Companyï¿½s affiliated entities relating to Executiveï¿½s employment with the Company or any . . . 2704040	Fleetwood Fleetwood Enterprises, Inc. ( Capital Goods ) As referenced in this Employment Agreement: Fleetwood Enterprises, Inc – Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (this ?Agreement?) is effective as of XXXXXX (the ?Effective Date?), and is entered into by and between XXXXXX, an individual (?Executive?), and Fleetwood Enterprises, Inc ., a Delaware corporation (the ?Company?). R E C I T A L S WHEREAS, by entering into this Agreement, the terms of Executive?s employment with the Company shall _____________ Fleetwood Enterprises, Inc – receipt requested, and addressed or delivered as follows, or at such other addresses the party addressed may have substituted by notice pursuant to this Section: To the Company: To Executive: Fleetwood Enterprises, Inc . (Name) 3125 Myers Street (Home Address) Riverside, California 92503-5527 (City, State, Zip) Attn: General Counsel 15. Captions. The captions of this Agreement are inserted for convenience and do _____________ FLEETWOOD ENTERPRISES, INC – the same Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered effective as of the day and year first written above. (Name) FLEETWOOD ENTERPRISES, INC ., a Delaware corporation By: Name: Title: 11 _____________ dt 1766617
Preview Full Doc	2007	Employment Agreement Employment Agreement (27K) Doc #3227133: Click preview link for longer preview. EMPLOYMENT AGREEMENT This Employment Agreement (this ï¿½Agreementï¿½) is effective as of October , 2007 (the ï¿½Effective Dateï¿½), and is entered into by and between , an individual (ï¿½Executiveï¿½), and Fleetwood Enterprises, Inc., a Delaware corporation (the ï¿½Companyï¿½). R E C I T A L S WHEREAS, by entering into this Agreement, the terms of Executiveï¿½s . . . 3227133	Fleetwood Fleetwood Enterprises, Inc. ( Capital Goods ) As referenced in this Employment Agreement: Fleetwood Enterprises, Inc – Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (this ?Agreement?) is effective as of October , 2007 (the ?Effective Date?), and is entered into by and between , an individual (?Executive?), and Fleetwood Enterprises, Inc ., a Delaware corporation (the ?Company?). R E C I T A L S WHEREAS, by entering into this Agreement, the terms of Executive?s employment with the Company shall _____________ Fleetwood Enterprises, Inc – receipt requested, and addressed or delivered as follows, or at such other addresses the party addressed may have substituted by notice pursuant to this Section: To the Company: To Executive: Fleetwood Enterprises, Inc . (Name) 3125 Myers Street (Home Address) Riverside, California 92503-5527 (City, State, Zip) Attn: General Counsel 15. Captions. The captions of this Agreement are inserted for convenience and do _____________ FLEETWOOD ENTERPRISES, INC – the same Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered effective as of the day and year first written above. (Name) FLEETWOOD ENTERPRISES, INC ., a Delaware corporation By: Name: Title: 9 _____________ dt 1843437
Preview Full Doc	2007	Employment Agreement Employment Agreement (25K) Doc #3227134: Click preview link for longer preview. EMPLOYMENT AGREEMENT This Employment Agreement (this ï¿½Agreementï¿½) is effective as of October , 2007 (the ï¿½Effective Dateï¿½), and is entered into by and between XXXXXX, an individual (ï¿½Executiveï¿½), and Fleetwood Enterprises, Inc., a Delaware corporation (the ï¿½Companyï¿½). R E C I T A L S WHEREAS, by entering into this Agreement, the terms of Executiveï¿½s employment with the Company shall be governed by the terms and conditions of this Agreement and any prior agreement between Executive and the Company or any of the Companyï¿½s affiliated entities . . . 3227134	Fleetwood Fleetwood Enterprises, Inc. ( Capital Goods ) As referenced in this Employment Agreement: Fleetwood Enterprises, Inc – 10.2 EMPLOYMENT AGREEMENT This Employment Agreement (this ?Agreement?) is effective as of October , 2007 (the ?Effective Date?), and is entered into by and between XXXXXX, an individual (?Executive?), and Fleetwood Enterprises, Inc ., a Delaware corporation (the ?Company?). R E C I T A L S WHEREAS, by entering into this Agreement, the terms of Executive?s employment with the Company shall _____________ Fleetwood Enterprises, Inc – requested, and addressed or delivered as follows, or at such other addresses the party addressed may have substituted by notice pursuant to this Section: 7 To the Company: To Executive: Fleetwood Enterprises, Inc . (Name) 3125 Myers Street (Home Address) Riverside, California 92503-5527 (City, State, Zip) Attn: General Counsel 15. Captions. The captions of this Agreement are inserted for convenience and do _____________ FLEETWOOD ENTERPRISES, INC – the same Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered effective as of the day and year first written above. (Name) FLEETWOOD ENTERPRISES, INC ., a Delaware corporation By: Name: Title: 8 _____________ dt 1843438
Preview Full Doc	2004	Final Transcript Final Transcript (51K) Doc #389092: Click preview link for longer preview. FINAL TRANSCRIPT Conference Call Transcript FLE - Q2 2005 Fleetwood Enterprises, Inc. Earnings Conference Call Event Date/Time: Dec. 06. 2004 / 10:30AM PT Event Duration: 53 min Thomson StreetEvents streetevents@thomson.com 617.603.7900 www.streetevents.com 2004 Thomson Financial. Republished with permission. No part of this publication may be reproduced or transmitted in any form or by any means without the prior written consent of Thomson Financial. 1 CORPORATE PARTICIPANTS Kathy Munson Fleetwood Enterprises - Director, IR Boyd Plowman Fleetwood Enterprises - EVP & CFO Chris Braun Fleetwood Enterprises - EVP, RV Group Roger Howsmon Fleetwood Enterprises - EVP, Housing Group Ed Caudill Fleetwood Enterprises - President & CEO Andy Griffiths Fleetwood Enterprises - VP & Controller CONFERENCE CALL PARTICIPANTS John Diffendal BB&T Capital Markets - Analyst Bill Gibson Nollenberger Capital - Analyst Ed Aaron RBC Capital Markets - Analyst Derek Wenger Jefferies & Co. - Analyst Chris Cooke Zazove - Analyst John Beall Standard Pacific Capital - Analyst Barry Vogel Barry Vogel & Associates - Analyst John Weiss Glenhill Capital - Analyst Stephen Percoco Lark Research - Analyst PRESENTATION Operator Good afternoon, ladies and gentlemen. My name is Paul, and I will be your conference facilitator today. At this time I would like to welcome everyone to Fleetwood Enterprises second-quarter fiscal 2005 financial results conference call. (OPERATOR INSTRUCTIONS). I would now like to turn the conference over to Ms. Kathy Munson, Director of Investor Relations. Please go ahead, maam. Kathy Munson - Fleetwood Enterprises - Director, IR Thank you. Good day and welcome to Fleetwood Enterprises conference call for the second quarter of fiscal 2005. Im Kathy Munson, Director of Investor Relations. First, we hope that all of you have accessed via the Internet or facsimile last Fridays news release announcing Fleetwoods results for its second quarter ended October 24, 2004. The Companys 10-Q was also filed on Friday. This call is being broadcast live over the Internet at streetevents.com and fulldisclosure.com, and is accessible from our own website, Fleetwood.com. A replay of the call will be available 2 at each site shortly after the end of this call, and the call is also being taped. If you have any questions about accessing any of this information, please call the PondelWilkinson Investor Relations office in California after the conference call. Please be advised that the statements made by Fleetwood Enterprises in Fridays press release and during this conference call that relate to future plans, events or performance are forward-looking statements. These statements are based on the beliefs of the Companys management, as well as assumptions made by and information currently available to the Companys management. Such statements reflect the current views of Fleetwood with respect to future events and are subject to certain risks, uncertainties and assumptions, including risk factors identified in the Companys 10-K and other SEC filings. These risks and uncertainties include without limitation the following items: The cyclical nature of both the manufactured housing and recreational vehicle industry, ongoing weakness in the manufactured housing market, continued acceptance of the Companys products, the potential impact on demand for Fleetwoods products and the result of changes in consumer confidence levels, the effect of global tensions on consumer confidence, expenses and uncertainties associated with the introduction and manufacturing of new products, the future availability of manufactured housing retail financing, as well as housing and RV wholesale financing, exposure to interest rate and market changes affecting certain of the Companys assets and liabilities, availability in pricing of raw materials, changes in retail inventory levels in the manufactured housing and recreational vehicle industries, competitive pricing pressures, the ability to attract and retain quality dealers, executive officers and other personnel, and the Companys ability to obtain financing needed in order to execute its business strategies. Actual results, events and performance may differ materially. Leaders and conference call participants are cautioned not to place undue reliance on these forward-looking statements, which speak only as of todays date. The Company undertakes no obligation to release publicly the result of any revisions to these forward-looking statements that may result from changing circumstances or unanticipated events. With that in mind, lets move on to todays call. Boyd Plowman, Executive Vice President and Chief Financial Officer, will provide an overall picture of our business and outlook, and then he will detail our financial results. Then we will address your questions. The other Fleetwood executives that are available to help answer your questions are Ed Caudill, President and CEO, who is under the weather and so is keeping his speaking to a minimum; Roger Howsmon, Executive Vice President of our Housing Group; Chris Braun, Executive Vice President of our RV Group; Lyle Larkin, Vice President and Treasurer, and Andy Griffiths, Vice President and Controller. I will now turn the call over to Boyd Plowman, Fleetwoods Executive Vice President and Chief Financial Officer. Boyd Plowman - Fleetwood Enterprises - EVP & CFO Thanks, Kathy. Again, welcome to our second-quarter earnings conference call. The growth in our revenues, net income and earnings per share in the quarter is encouraging. Our revenues were up 6 percent over the prior year, and our net results increased substantially more than that. We generated net income of $8.1 million, a 116 percent increase over last years second quarter. Earnings per share showed a 40 percent gain from 10 cents to 14 cents per diluted share. The Housing Group generated a $7.3 million turnaround in operating income, the motor home division performed well and interest expense was lower by $3.8 million, due to the conversion and redemption of our 9.5 percent convertible trust preferred securities earlier in the year. I will briefly go over the quarters results by operating division and discuss our experience at the National RV Show in Louisville, which was held last week. Then I will provide our perspective on the outlook for our industries and the Company specifically and finally provide detailed financial information. Then we will be happy to take your questions. The big improvements this quarter compared to last years second quarter were in the Housing Group. We posted the second consecutive quarter of profitable results for the Group as a whole. Operating income reached $4.8 million made up of an $11.7 million profit in the wholesale division, partially offset by a $6.4 million loss in the retail division and a $500,000 adjustment to eliminate intercompany profit. Sales were up 14 percent overall. As we pointed out in our earnings release, this quarter demonstrated the remarkable leverage inherent in our manufactured housing business as the wholesale divisions operating income increased by 90 percent on an 18 percent gain in revenues. These positive results in a still-difficult industry environment have been driven by significant market share gains in the calendar year to date. Providing homes to community operators and for emergency housing in particular has lifted our wholesale market share in single section homes to 21.6 percent, up from 12.5 percent for the first nine months of the calendar year. Overall our wholesale market share has increased to 17 percent compared to 14.5 percent at this time in 2003. Through September, Fleetwoods share of the retail market as a whole has increased to 17.6 percent from 15.8 percent at the same time last year, and our year-to-date share in multisection housing positions us as the national leader with 18.6 percent. 389092	Fleetwood Fleetwood Enterprises, Inc. ( Capital Goods ) As referenced in this Final Transcript: Fleetwood Enterprises, Inc – EX-99.1 2 a04-14633_1ex99d1.htm EX-99.1 Exhibiit 99.1 FINAL TRANSCRIPT Conference Call Transcript FLE - Q2 2005 Fleetwood Enterprises, Inc . Earnings Conference Call Event Date/Time: Dec. 06. 2004 / 10:30AM PT Event Duration: 53 min Thomson StreetEvents streetevents@thomson.com 617.603.7900 www.streetevents.com 2004 Thomson _____________ dt 1490925
Preview Full Doc	2004	Final Transcript Final Transcript (68K) Doc #389109: Click preview link for longer preview. FINAL TRANSCRIPT Conference Call Transcript FLE - Q1 2005 Fleetwood Enterprises, Inc. Earnings Conference Call Event Date/Time: Sep. 07. 2004 / 10:30AM PT Event Duration: 1 hr 2 min Thomson StreetEvents streetevents@thomson.com 617.603.7900 www.streetevents.com ? 2004 Thomson Financial. Republished with permission. No part of this publication may be reproduced or transmitted in any form or by any means without the prior written consent of Thomson Financial. 1 CORPORATE . . . 389109	Fleetwood Fleetwood Enterprises, Inc. ( Capital Goods ) As referenced in this Final Transcript: Fleetwood Enterprises, Inc – EX-99.1 2 a04-10462_1ex99d1.htm EX-99.1 Exhibit 99.1 FINAL TRANSCRIPT Conference Call Transcript FLE - Q1 2005 Fleetwood Enterprises, Inc . Earnings Conference Call Event Date/Time: Sep. 07. 2004 / 10:30AM PT Event Duration: 1 hr 2 min Thomson StreetEvents streetevents@thomson.com 617.603.7900 www.streetevents.com _____________ Fleetwood Enterprises, Inc – No part of this publication may be reproduced or transmitted in any form or by any means without the prior written consent of Thomson Financial. 1 CORPORATE PARTICIPANTS Kathy Munson Fleetwood Enterprises, Inc . - Director of Investor Relations Ed Caudill Fleetwood Enterprises, Inc. - President and CEO Boyd Plowman Fleetwood Enterprises, Inc. - EVP and CFO Andy Griffiths Fleetwood Enterprises, Inc. - VP and Controller Roger _____________ Fleetwood Enterprises, Inc – transmitted in any form or by any means without the prior written consent of Thomson Financial. 1 CORPORATE PARTICIPANTS Kathy Munson Fleetwood Enterprises, Inc. - Director of Investor Relations Ed Caudill Fleetwood Enterprises, Inc . - President and CEO Boyd Plowman Fleetwood Enterprises, Inc. - EVP and CFO Andy Griffiths Fleetwood Enterprises, Inc. - VP and Controller Roger Howsmon Fleetwood Enterprises, Inc. - SVP - Housing Group Chris Braun _____________ Fleetwood Enterprises, Inc – without the prior written consent of Thomson Financial. 1 CORPORATE PARTICIPANTS Kathy Munson Fleetwood Enterprises, Inc. - Director of Investor Relations Ed Caudill Fleetwood Enterprises, Inc. - President and CEO Boyd Plowman Fleetwood Enterprises, Inc . - EVP and CFO Andy Griffiths Fleetwood Enterprises, Inc. - VP and Controller Roger Howsmon Fleetwood Enterprises, Inc. - SVP - Housing Group Chris Braun Fleetwood Enterprises, Inc. - SVP - RV Group CONFERENCE CALL _____________ Fleetwood Enterprises, Inc – 1 CORPORATE PARTICIPANTS Kathy Munson Fleetwood Enterprises, Inc. - Director of Investor Relations Ed Caudill Fleetwood Enterprises, Inc. - President and CEO Boyd Plowman Fleetwood Enterprises, Inc. - EVP and CFO Andy Griffiths Fleetwood Enterprises, Inc . - VP and Controller Roger Howsmon Fleetwood Enterprises, Inc. - SVP - Housing Group Chris Braun Fleetwood Enterprises, Inc. - SVP - RV Group CONFERENCE CALL PARTICIPANTS Barbara Allen Natexis Bleichroeder - Analyst Bill Gibson _____________ dt 1490932 ;	ARC Affordable Residential Communities Inc. ( Real Estate ) As referenced in this Final Transcript: Affordable Residential Communities, – environment, can be attributed to our leaderships new product development and the strong performance of our sales team in maintaining our distribution network. Our relationship with national community developers, particularly Affordable Residential Communities, or ARC, accounts for some of this year-over-year sales improvement. We believe the efforts we have made to keep a steady number of dealers in strategic geographic _____________ dt 1022241
Preview Full Doc	2004	Final Transcript Final Transcript (77K) Doc #389116: Click preview link for longer preview. FINAL TRANSCRIPT Conference Call Transcript FLE - Q4 2004 Fleetwood Enterprises, Inc. Earnings Conference Call Event Date/Time: Jul. 08. 2004 / 10:30AM PT Event Duration: 1 hr 17 min Thomson StreetEvents streetevents@thomson.com 617.603.7900 www.streetevents.com ? 2004 Thomson Financial. Republished with permission. No part of this publication may be reproduced or transmitted in any form or by any means without the prior written consent of Thomson Financial. . . . 389116	Fleetwood Fleetwood Enterprises, Inc. ( Capital Goods ) As referenced in this Final Transcript: Fleetwood Enterprises, Inc – EX-99.1 2 a04-7752_1ex99d1.htm EX-99.1 Exhibit 99.1 FINAL TRANSCRIPT Conference Call Transcript FLE - Q4 2004 Fleetwood Enterprises, Inc . Earnings Conference Call Event Date/Time: Jul. 08. 2004 / 10:30AM PT Event Duration: 1 hr 17 min Thomson StreetEvents streetevents@thomson.com 617.603.7900 www.streetevents.com _____________ Fleetwood Enterprises, Inc – No part of this publication may be reproduced or transmitted in any form or by any means without the prior written consent of Thomson Financial. 1 CORPORATE PARTICIPANTS Kathy Munson Fleetwood Enterprises, Inc . - Director of IR Ed Caudill Fleetwood Enterprises, Inc - President & CEO Boyd Plowman Fleetwood Enterprises, Inc - EVP & CFO Roger Howsmon Fleetwood Enterprises, Inc - SVP of the Housing Group _____________ Fleetwood Enterprises, Inc – or transmitted in any form or by any means without the prior written consent of Thomson Financial. 1 CORPORATE PARTICIPANTS Kathy Munson Fleetwood Enterprises, Inc. - Director of IR Ed Caudill Fleetwood Enterprises, Inc - President & CEO Boyd Plowman Fleetwood Enterprises, Inc - EVP & CFO Roger Howsmon Fleetwood Enterprises, Inc - SVP of the Housing Group Andy Griffiths Fleetwood Enterprises, Inc - VP & Controller _____________ Fleetwood Enterprises, Inc – means without the prior written consent of Thomson Financial. 1 CORPORATE PARTICIPANTS Kathy Munson Fleetwood Enterprises, Inc. - Director of IR Ed Caudill Fleetwood Enterprises, Inc - President & CEO Boyd Plowman Fleetwood Enterprises, Inc - EVP & CFO Roger Howsmon Fleetwood Enterprises, Inc - SVP of the Housing Group Andy Griffiths Fleetwood Enterprises, Inc - VP & Controller Lyle Larkin Fleetwood Enterprises, Inc - VP & Treasurer _____________ Fleetwood Enterprises, Inc – Financial. 1 CORPORATE PARTICIPANTS Kathy Munson Fleetwood Enterprises, Inc. - Director of IR Ed Caudill Fleetwood Enterprises, Inc - President & CEO Boyd Plowman Fleetwood Enterprises, Inc - EVP & CFO Roger Howsmon Fleetwood Enterprises, Inc - SVP of the Housing Group Andy Griffiths Fleetwood Enterprises, Inc - VP & Controller Lyle Larkin Fleetwood Enterprises, Inc - VP & Treasurer Chris Braun Fleetwood Enterprises, Inc - SVP of the _____________ dt 1490933 ;	U.S. Bancorp U.S. Bancorp ( Money Center Banks ) As referenced in this Final Transcript: U.S. Bancorp, – little bit different situation but ? and Greentree really has not been a factor to any significant degree at all yet, but I believe their anticipation is they will. And with U.S. Bancorp, they have just went national in February or March, and it does take a while even to fill the pipeline, as you know, once you expand geographically. They went _____________ dt 1298311
Preview Full Doc	2004	Final Transcript Final Transcript (73K) Doc #389135: Click preview link for longer preview. FINAL TRANSCRIPT CCBN StreetEvents^SM CCBN StreetEvents Conference Call Transcript FLE - Q3 2004 Fleetwood Enterprises, Inc. Earnings Conference Call Event Date/Time: Mar. 04. 2004 / 10:30AM PT Event Duration: N/A CCBN StreetEvents streetevents@ccbn.com 617.603.7900 www.streetevents.com ? 2004 CCBN.com, Inc. Republished with permission. No part of this publication may be reproduced or transmitted in any form or by any means without the prior written consent of CCBN.com, Inc. . . . 389135	Fleetwood Fleetwood Enterprises, Inc. ( Capital Goods ) As referenced in this Final Transcript: Fleetwood Enterprises, Inc – EX-99.1 3 a04-3514_1ex99d1.htm EX-99.1 Exhibit 99.1 FINAL TRANSCRIPT CCBN StreetEventsSM CCBN StreetEvents Conference Call Transcript FLE - Q3 2004 Fleetwood Enterprises, Inc . Earnings Conference Call Event Date/Time: Mar. 04. 2004 / 10:30AM PT Event Duration: N/A CCBN StreetEvents streetevents@ccbn.com 617.603.7900 www.streetevents.com 2004 CCBN. _____________ Fleetwood Enterprises, Inc – of this publication may be reproduced or transmitted in any form or by any means without the prior written consent of CCBN.com, Inc. 1 FINAL TRANSCRIPT FLE - Q3 2004 Fleetwood Enterprises, Inc . Earnings Conference Call CORPORATE PARTICIPANTS Kathy Munson Fleetwood Enterprises, Inc. - Director of IR Ed Caudill Fleetwood Enterprises, Inc. - President, CEO Jim Smith Fleetwood Enterprises, Inc. - VP Towable Operations Chris _____________ Fleetwood Enterprises, Inc – form or by any means without the prior written consent of CCBN.com, Inc. 1 FINAL TRANSCRIPT FLE - Q3 2004 Fleetwood Enterprises, Inc. Earnings Conference Call CORPORATE PARTICIPANTS Kathy Munson Fleetwood Enterprises, Inc . - Director of IR Ed Caudill Fleetwood Enterprises, Inc. - President, CEO Jim Smith Fleetwood Enterprises, Inc. - VP Towable Operations Chris Braun Fleetwood Enterprises, Inc. - SVP RV Group Andy Griffiths Fleetwood _____________ Fleetwood Enterprises, Inc – written consent of CCBN.com, Inc. 1 FINAL TRANSCRIPT FLE - Q3 2004 Fleetwood Enterprises, Inc. Earnings Conference Call CORPORATE PARTICIPANTS Kathy Munson Fleetwood Enterprises, Inc. - Director of IR Ed Caudill Fleetwood Enterprises, Inc . - President, CEO Jim Smith Fleetwood Enterprises, Inc. - VP Towable Operations Chris Braun Fleetwood Enterprises, Inc. - SVP RV Group Andy Griffiths Fleetwood Enterprises, Inc. - VP, Controller Len McGill Fleetwood Enterprises, _____________ Fleetwood Enterprises, Inc – FINAL TRANSCRIPT FLE - Q3 2004 Fleetwood Enterprises, Inc. Earnings Conference Call CORPORATE PARTICIPANTS Kathy Munson Fleetwood Enterprises, Inc. - Director of IR Ed Caudill Fleetwood Enterprises, Inc. - President, CEO Jim Smith Fleetwood Enterprises, Inc . - VP Towable Operations Chris Braun Fleetwood Enterprises, Inc. - SVP RV Group Andy Griffiths Fleetwood Enterprises, Inc. - VP, Controller Len McGill Fleetwood Enterprises, Inc. - SVP Corporate Finance Lyle Larkin Fleetwood _____________ dt 1490934 ; Fannie Mae Federal National Mortgage Association ( Associations ) As referenced in this Final Transcript: Fannie Mae – that create new repossessions have begun to slow. At the same time, new national lenders are tentatively coming back into retail lending, further helping drive incremental sales of new homes. Fannie Mae helped the conforming loan market with its announcement last month that it intends to loosen some of the more burdensome restrictions that it imposed on such mortgages. We are _____________ Fannie Mae – optimism, especially since the January Louisville show and the National Association of Builders show in Las Vegas. Dealer optimism appears to have turned up and was recently lightened again by Fannie Mae s announcement on conforming mortgages. Then our own personal opening up of financing through our HomeOne subsidiary also had a real positive impact, although we dont have that many of _____________ Fannie Mae – question in each of the divisions. I wanted to follow-up a little bit on the lending side on manufactured housing. You discussed Greentree and GMAC. When we saw the Fannie Mae news, getting back to where they were before, I think they mentioned that they would be working with eight separate banks, which implies to me that new banks are _____________ Fannie Mae – and because of that actually came back in, so that was very positive. Weve actually started to see a little turn-up in the percentage of financing thats done through Fannie Mae -conforming mortgages now. Within the last 35 to 40 days, we have started to see that pick up. It had hit a low of somewhere in the 11 to _____________ Fannie Mae – of First Pacific Advisors. Robert Rodriguez - First Pacific Advisors - Analyst Good morning, gentlemen. Youve answered most of my questions. The only other one I had was with regards to the Fannie Mae deal and their approved lenders, where does that put you in on your operations? Will you become an approved lender or will you be working with one of the _____________ dt 1013613 ;	Freddie Mac Freddie Mac ( Consumer Financial Services ) As referenced in this Final Transcript: Freddie Mac – 35 to 40 days, we have started to see that pick up. It had hit a low of somewhere in the 11 to 12 percent range after both they and Freddie Mac came in and stirred that market up last fall. Recently, weve seen it increase into the mid-teens as a percentage of the total financing of new homes. So, it _____________ dt 1048469
Preview Full Doc	2003	Final Transcript Final Transcript (58K) Doc #389155: Click preview link for longer preview. FINAL TRANSCRIPT CCBN StreetEvents Conference Call Transcript FLE - Q1 2004 Fleetwood Enterprises, Inc. Earnings Conference Call Event Date/Time: Sep. 04. 2003 / 10:30AM PT Event Duration: 1 hr 4 min CCBN StreetEvents streetevents@ccbn.com 617.603.7900 www.streetevents.com FLE - Q1 2004 Fleetwood Enterprises, Inc. Earnings Conference Call Transcript PRESENTATION Operator Good afternoon. My name is Renae and I will be . . . 389155	Fleetwood Fleetwood Enterprises, Inc. ( Capital Goods ) As referenced in this Final Transcript: Fleetwood Enterprises, Inc – EX-99.1 3 a03-3267_1ex99d1.htm EX-99.1 Exhibit 99.1 FINAL TRANSCRIPT CCBN StreetEvents Conference Call Transcript FLE - Q1 2004 Fleetwood Enterprises, Inc . Earnings Conference Call Event Date/Time: Sep. 04. 2003 / 10:30AM PT Event Duration: 1 hr 4 min CCBN StreetEvents streetevents@ccbn.com 617.603.7900 www.streetevents.com _____________ Fleetwood Enterprises, Inc – Call Event Date/Time: Sep. 04. 2003 / 10:30AM PT Event Duration: 1 hr 4 min CCBN StreetEvents streetevents@ccbn.com 617.603.7900 www.streetevents.com FLE - Q1 2004 Fleetwood Enterprises, Inc . Earnings Conference Call Transcript PRESENTATION Operator Good afternoon. My name is Renae and I will be your conference facilitator. At this time, I would like to welcome everybody to _____________ dt 1490938
Preview Full Doc	2007	Final Transcript Final Transcript (75K) Doc #2996146: Click preview link for longer preview. FINAL TRANSCRIPT Thomson StreetEventsSM FLE - Q4 2007 Fleetwood Enterprises, Inc. Earnings Conference Call Event Date/Time: Jul. 12. 2007 / 1:30pM ET CORPORATE PARTICIPANTS Kathy Munson Fleetwood Enterprises - Director of IR Elden Smith Fleetwood Enterprises - President and CEO Boyd Plowman Fleetwood Enterprises - EVP and CFO Charley Lott Fleetwood Enterprises - President, Housing Group Paul Eskritt Fleetwood Enterprises - President, RV Group Andy Griffiths Fleetwood Enterprises - SVP and CAO CONFERENCE CALL PARTICIPANTS Ian Zaffino Oppenheimer & Co. - . . . 2996146	Fleetwood Fleetwood Enterprises, Inc. ( Capital Goods ) As referenced in this Final Transcript: Fleetwood Enterprises, Inc – EX-99.1 2 a07-19739_1ex99d1.htm EX-99.1 Exhibit 99.1 FINAL TRANSCRIPT Thomson StreetEventsSM FLE - Q4 2007 Fleetwood Enterprises, Inc . Earnings Conference Call Event Date/Time: Jul. 12. 2007 / 1:30pM ET CORPORATE PARTICIPANTS Kathy Munson Fleetwood Enterprises - Director of IR Elden Smith Fleetwood Enterprises - President and CEO Boyd _____________ dt 1766618
Preview Full Doc	2001	Distribution Agreement Distribution Agreement (132K) Doc #389218: Click preview link for longer preview. {DOCUMENT} {TYPE}EX-1.2 {SEQUENCE}4 {FILENAME}a2065672zex-1_2.txt {DESCRIPTION}EXHIBIT 1.2 {TEXT} {Page} Exhibit 1.2 FLEETWOOD ENTERPRISES, INC., FLEETWOOD CAPITAL TRUST III and BANC OF AMERICA SECURITIES LLC Distribution Agreement dated as of _____________, 2001 {Page} DISTRIBUTION AGREEMENT December , 2001 BANC OF AMERICA SECURITIES LLC 9 West 57th Street New York, New York 10019 Ladies and Gentlemen: 1. INTRODUCTORY. Fleetwood Enterprises, Inc., a Delaware corporation (the "Company") proposes to offer for sale up to $___ million in aggregate liquidation amount of ____% Convertible Trust III Preferred Securities due February 15, 2013 (the "Cash Offer Preferred Securities") of Fleetwood Capital Trust III (the "Trust"). The Cash Offer Preferred Securities will be guaranteed by a guarantee (the "Guarantee") by the Company to the extent described in the Prospectus (as hereinafter defined), and will be substantially identical in all respects to the securities (the "Exchange Securities") offered in the Company's exchange offer (the "Exchange Offer") as described in the Prospectus (as hereinafter defined) except that the Cash Offer Preferred Securities will have a different conversion price and a different liquidation amount and will be issued by a different trust. The cash offer described above and in the Prospectus (as hereinafter defined) is herein referred to as the "Cash Offer." In connection with the Cash Offer, the Company will deposit in the Trust as trust assets its ____% Convertible Trust III Subordinated Debentures due February 15, 2013 (the "Debentures") issued pursuant to an Indenture (the "Indenture") between the Company and the Trustee (as defined in the Indenture) and the Trust will transfer to the Company the proceeds from the sale of the Cash Offer Preferred Securities and its common securities (the "Common Securities"), as set forth in the Prospectus. 2. ENGAGEMENT AS PLACEMENT AGENT. By this Distribution Agreement (the "Agreement"), each of the Company and the Trust hereby engages and appoints you as the exclusive placement agent (the "Placement Agent") for the Cash Offer and authorizes you to act as such in connection with the Cash Offer. {Page} (a) Subject to the terms and conditions stated herein, the Company hereby agrees that the Cash Offer Preferred Securities issued in the Cash Offer will be sold exclusively through the Placement Agent. Accordingly, the Company agrees that it will not appoint any other agent to act on its behalf, or assist it in the placement of the Cash Offer Preferred Securities in the Cash Offer. Nothing in this Agreement shall constitute the Placement Agent a partner or joint venturer with the Trust, the Company or any of its subsidiaries. On the basis of the representations and warranties and agreements of each of the Company and the Trust contained herein and subject to and in accordance with the terms and conditions hereof and of the Cash Offer, the Placement Agent agrees to use its best efforts to obtain purchases for any and all of the Cash Offer Preferred Securities at a price of $____ per Cash Offer Preferred Security. (b) The Company shall not sell or approve the solicitation of offers for the purchase of Cash Offer Preferred Securities in excess of the amount which shall be authorized by the Company or in excess of the aggregate offering price of the Cash Offer Preferred Securities registered pursuant to the Registration Statement (as hereinafter defined). 3. REGISTRATION STATEMENT AND PROSPECTUS. (a) The Company and the Trust have prepared and filed with the Securities and Exchange Commission (the "Commission"), under the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the "Securities Act"), a combined registration statement on Form S-4 (Reg. No. 333-62838) and Form S-3 (Reg. No. 333-62850), including a Prospectus (as hereinafter defined), covering the registration of the Cash Offer Preferred Securities, the Guarantee, the Debentures, the shares of the common stock, par value $1.00 per share of the Company (the "Fleetwood Common Stock"), issuable upon conversion of the Cash Offer Preferred Securities and the Debentures (the "Conversion Shares"), and the shares of Fleetwood Common Stock (the "Interest Shares" and together with the "Conversion Shares", the "Shares") that may be issued solely at the Company's option as payment of interest on the Debentures in accordance with the terms of the Indenture. The term "Registration Statement," as used in this Agreement, shall mean such registration statement, including the exhibits thereto and any documents incorporated by reference therein, in the form in which it becomes effective and, in the event of any amendment or supplement thereto or the filing of any abbreviated registration statement pursuant to Rule 462(b) of the Securities Act relating thereto after the effective date of such registration statement, shall also mean (from and after the effectiveness of such abbreviated registration statement) such registration statement as so amended or supplemented, together with any such abbreviated registration statement. The final prospectus included in the Registration Statement (including any documents incorporated in the Prospectus by reference) is herein called the "Prospectus," except that if the final prospectus furnished to the Placement Agent for use in 2 {Page} connection with the Cash Offer differs from the prospectus set forth in the Registration Statement (whether or not such prospectus is required to be filed pursuant to Rule 424(b)), the term "Prospectus" shall refer to the final prospectus furnished to the Placement Agent for such use. The terms "supplement" and "amendment" or "supplemented" and "amended" as used herein with respect to the Prospectus shall include all documents deemed to be incorporated by reference in the Prospectus that are filed subsequent to the date of the Prospectus and prior to the termination of the Cash Offer by the Company with the Commission pursuant to the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder (the "Exchange Act"). 4. USE OF THE PROSPECTUS AND REGISTRATION STATEMENT. (a) The Prospectus has been or will be prepared and approved by, and is the sole responsibility of, the Company and the Trust. The Company shall, to the 389218	Fleetwood Fleetwood Enterprises, Inc. ( Capital Goods ) As referenced in this Distribution Agreement: FLEETWOOD ENTERPRISES, INC – {DOCUMENT} {TYPE}EX-1.2 {SEQUENCE}4 {FILENAME}a2065672zex-1_2.txt {DESCRIPTION}EXHIBIT 1.2 {TEXT} {Page} Exhibit 1.2 FLEETWOOD ENTERPRISES, INC ., FLEETWOOD CAPITAL TRUST III and BANC OF AMERICA SECURITIES LLC Distribution Agreement dated as of _____________, 2001 {Page} DISTRIBUTION AGREEMENT December , 2001 BANC OF AMERICA SECURITIES LLC 9 West _____________ Fleetwood Enterprises, Inc – Agreement dated as of _____________, 2001 {Page} DISTRIBUTION AGREEMENT December , 2001 BANC OF AMERICA SECURITIES LLC 9 West 57th Street New York, New York 10019 Ladies and Gentlemen: 1. INTRODUCTORY. Fleetwood Enterprises, Inc ., a Delaware corporation (the "Company") proposes to offer for sale up to $___ million in aggregate liquidation amount of ____% Convertible Trust III Preferred Securities due February 15, 2013 ( _____________ Fleetwood Enterprises, Inc – Attention: Eric Hambleton with a copy to: Davis Polk & Wardwell 450 Lexington Avenue New York, NY 10017 Facsimile: 212-450-4800 Attention: Winthrop B. Conrad, Jr. If to the Company: Fleetwood Enterprises, Inc . 3125 Myers Street Riverside, California 92513 Facsimile: (909) 351-3776 Attention: General Counsel with a copy to: Gibson, Dunn & Crutcher LLP Jamboree Center 4 Park Plaza Irvine, CA 92614- _____________ Fleetwood Enterprises, Inc – 4 Park Plaza Irvine, CA 92614-8557 Facsimile: (949) 451-4220 Attention: Mark W. Shurtleff, Esq. 29 {Page} If to the Trust: Fleetwood Capital Trust III Regular Trustees c/o Fleetwood Enterprises, Inc . 3125 Myers Street Riverside, California 92513 Facsimile: (909) 351-3776 Attention: General Counsel with a copy to: Gibson, Dunn & Crutcher LLP Jamboree Center 4 Park Plaza Irvine, CA 92614- _____________ FLEETWOOD ENTERPRISES, INC – and the Trust the enclosed 31 {Page} copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, FLEETWOOD ENTERPRISES, INC . By: ---------------------------------- Name: Title: FLEETWOOD CAPITAL TRUST III By: ---------------------------------- Name: Title: The foregoing Distribution Agreement is hereby confirmed and accepted by the Placement Agent in New York, New York as _____________ dt 1490944 ; Citicorp USA Citicorp USA, Inc. As referenced in this Distribution Agreement: Citicorp USA, Inc – Consent of Guarantors dated as of December 7, 2001, among the Company, as guarantor, the financial institutions named therein, as the lenders, Bank of America, N. A., as administrative agent, Citicorp USA, Inc ., as documentation agent, Heller Financial, Inc., as syndication agent and Fleetwood Holdings, Inc., and certain of its subsidiaries and Fleetwood Retail Corp., and certain of its subsidiaries, as the _____________ dt 1368150 ; BofA Securities Banc of America Securities LLC ( Financial ) As referenced in this Distribution Agreement: BANC OF AMERICA SECURITIES LLC – {DOCUMENT} {TYPE}EX-1.2 {SEQUENCE}4 {FILENAME}a2065672zex-1_2.txt {DESCRIPTION}EXHIBIT 1.2 {TEXT} {Page} Exhibit 1.2 FLEETWOOD ENTERPRISES, INC., FLEETWOOD CAPITAL TRUST III and BANC OF AMERICA SECURITIES LLC Distribution Agreement dated as of _____________, 2001 {Page} DISTRIBUTION AGREEMENT December , 2001 BANC OF AMERICA SECURITIES LLC 9 West 57th Street New York, New York 10019 Ladies and Gentlemen: _____________ BANC OF AMERICA SECURITIES LLC – TEXT} {Page} Exhibit 1.2 FLEETWOOD ENTERPRISES, INC., FLEETWOOD CAPITAL TRUST III and BANC OF AMERICA SECURITIES LLC Distribution Agreement dated as of _____________, 2001 {Page} DISTRIBUTION AGREEMENT December , 2001 BANC OF AMERICA SECURITIES LLC 9 West 57th Street New York, New York 10019 Ladies and Gentlemen: 1. INTRODUCTORY. Fleetwood Enterprises, Inc., a Delaware corporation (the "Company") proposes to offer for sale up to $ _____________ Banc of America Securities LLC – 14. NOTICES. All communications hereunder shall be in writing and shall be mailed, hand delivered or telecopied and confirmed to the parties hereto as follows: If to the Placement Agent: Banc of America Securities LLC 9 West 57th Street New York, NY 10019 Facsimile: 212-583-8457 Attention: Eric Hambleton with a copy to: Davis Polk & Wardwell 450 Lexington Avenue New York, NY 10017 _____________ BANC OF AMERICA SECURITIES LLC – hereby confirmed and accepted by the Placement Agent in New York, New York as of the date first above written. Accepted and agreed as of the date first above written: BANC OF AMERICA SECURITIES LLC By: ------------------------------ Name: Title: 32 {Page} EXHIBIT A FORM OF OPINION OF GIBSON, DUNN & CRUTCHER LLP PURSUANT TO SECTION 9(f) 1. The Company has been duly incorporated and is _____________ Banc of America Securities LLC – the caption "United States Federal Income Tax Considerations," to the extent it constitutes summaries of legal matters or legal conclusions, is accurate in all material respects. {Page} ANNEX A [Date] Banc of America Securities LLC 600 Montgomery Street San Francisco, California 94111 RE: Fleetwood Enterprises, Inc. (the "Company") Ladies & Gentlemen: The undersigned understands that the Company proposes to offer to exchange up to $____ _____________ dt 1355129 ;	BofA Bank of America, NA ( Money Center Banks ) As referenced in this Distribution Agreement: Bank of America, N.A. – Company, Fleetwood Holdings, Inc. ("Holdings"), Fleetwood Retail Corp. ("Retail") and certain subsidiaries of the Company, Holdings and Retail (collectively with the Company, Holdings and Retail, the "Pledgors"), in favor of Bank of America, N.A. , as agent for the lenders that may from time to time become parties to the Bank of America Credit Agreement (as defined herein) (the "Lenders"). Complete and correct copies _____________ dt 1554109 ; Davis Polk Davis Polk & Wardwell ( Legal ) As referenced in this Distribution Agreement: Davis Polk & Wardwell, – Company, dated as of such date, the form of which is attached as EXHIBIT E. (k) On the Closing Date, the Placement Agent shall have received the favorable opinion of Davis Polk & Wardwell, counsel for the Placement Agent, in form and substance satisfactory to the Placement Agent. (l) On or prior to the date hereof, the Company shall have furnished to the _____________ Davis Polk & Wardwell – follows: If to the Placement Agent: Banc of America Securities LLC 9 West 57th Street New York, NY 10019 Facsimile: 212-583-8457 Attention: Eric Hambleton with a copy to: Davis Polk & Wardwell 450 Lexington Avenue New York, NY 10017 Facsimile: 212-450-4800 Attention: Winthrop B. Conrad, Jr. If to the Company: Fleetwood Enterprises, Inc. 3125 Myers Street Riverside, California 92513 _____________ dt 1439959 ; Gibson Dunn Gibson, Dunn & Crutcher ( Legal ) As referenced in this Distribution Agreement: Gibson, Dunn – obligations hereunder, and as to the other conditions concurrent and precedent to your obligations hereunder. (f) On the Closing Date, the Placement Agent shall have received the favorable opinion of Gibson, Dunn & Crutcher LLP, special counsel for the Trust and the Company, dated as of such date, the form of which is attached as EXHIBIT A. (g) On the Closing Date, _____________ Gibson, Dunn – Declaration), dated as of such date, the form of which is attached as EXHIBIT D. (j) On the Closing Date, the Placement Agent shall have received the favorable opinion of Gibson, Dunn & Crutcher LLP, special tax counsel to the Trust and the Company, dated as of such date, the form of which is attached as EXHIBIT E. (k) On the Closing _____________ Gibson, Dunn – 4800 Attention: Winthrop B. Conrad, Jr. If to the Company: Fleetwood Enterprises, Inc. 3125 Myers Street Riverside, California 92513 Facsimile: (909) 351-3776 Attention: General Counsel with a copy to: Gibson, Dunn & Crutcher LLP Jamboree Center 4 Park Plaza Irvine, CA 92614-8557 Facsimile: (949) 451-4220 Attention: Mark W. Shurtleff, Esq. 29 {Page} If to the Trust: Fleetwood Capital Trust _____________ Gibson, Dunn – the Trust: Fleetwood Capital Trust III Regular Trustees c/o Fleetwood Enterprises, Inc. 3125 Myers Street Riverside, California 92513 Facsimile: (909) 351-3776 Attention: General Counsel with a copy to: Gibson, Dunn & Crutcher LLP Jamboree Center 4 Park Plaza Irvine, CA 92614-8557 Facsimile: (949) 451-4220 Attention: Mark W. Shurtleff, Esq. Any party hereto may change the address for receipt _____________ GIBSON, DUNN – date first above written. Accepted and agreed as of the date first above written: BANC OF AMERICA SECURITIES LLC By: ------------------------------ Name: Title: 32 {Page} EXHIBIT A FORM OF OPINION OF GIBSON, DUNN & CRUTCHER LLP PURSUANT TO SECTION 9(f) 1. The Company has been duly incorporated and is validly existing and in good standing under the laws of its jurisdiction of _____________ dt 1483543
Preview Full Doc	2001	Distribution Agreement Distribution Agreement (133K) Doc #389267: Click preview link for longer preview. EXHIBIT 1.2 EXHIBIT 1.2 FLEETWOOD ENTERPRISES, INC., FLEETWOOD CAPITAL TRUST II and BANC OF AMERICA SECURITIES LLC Distribution Agreement dated as of December 5, 2001 DISTRIBUTION AGREEMENT . . . 389267	Fleetwood Fleetwood Enterprises, Inc. ( Capital Goods ) As referenced in this Distribution Agreement: FLEETWOOD ENTERPRISES, INC – {DOCUMENT} {TYPE}EX-1.2 {SEQUENCE}4 {FILENAME}a2058230zex-1_2.txt {DESCRIPTION}EXHIBIT 1.2 {TEXT} {Page} EXHIBIT 1.2 FLEETWOOD ENTERPRISES, INC ., FLEETWOOD CAPITAL TRUST II and BANC OF AMERICA SECURITIES LLC Distribution Agreement dated as of December 5, 2001 {Page} DISTRIBUTION AGREEMENT December 5, 2001 BANC OF AMERICA SECURITIES LLC _____________ Fleetwood Enterprises, Inc – as of December 5, 2001 {Page} DISTRIBUTION AGREEMENT December 5, 2001 BANC OF AMERICA SECURITIES LLC 9 West 57th Street New York, New York 10019 Ladies and Gentlemen: 1. INTRODUCTORY. Fleetwood Enterprises, Inc ., a Delaware corporation (the "Company") proposes to offer for sale up to $50.0 million in aggregate liquidation amount of 9.75% Convertible Trust Preferred Securities due February 15, _____________ Fleetwood Enterprises, Inc – Attention: Eric Hambleton with a copy to: Davis Polk & Wardwell 450 Lexington Avenue New York, NY 10017 Facsimile: 212-450-4800 Attention: Winthrop B. Conrad, Jr. If to the Company: Fleetwood Enterprises, Inc . 3125 Myers Street Riverside, California 92513 Facsimile: (909) 351-3776 Attention: General Counsel with a copy to: Gibson, Dunn & Crutcher LLP Jamboree Center 4 Park Plaza Irvine, CA 92614- _____________ Fleetwood Enterprises, Inc – Jamboree Center 4 Park Plaza Irvine, CA 92614-8557 Facsimile: (949) 451-4220 Attention: Mark W. Shurtleff, Esq. If to the Trust: Fleetwood Capital Trust II Regular Trustees c/o Fleetwood Enterprises, Inc . 3125 Myers Street Riverside, California 92513 Facsimile: (909) 351-3776 Attention: General Counsel with a copy to: Gibson, Dunn & Crutcher LLP 30 {Page} Jamboree Center 4 Park Plaza Irvine, _____________ FLEETWOOD ENTERPRISES, INC – the Company and the Trust the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, FLEETWOOD ENTERPRISES, INC . By: /s/ Boyd R. Plowman ---------------------- Name: Boyd R. Plowman Title: Senior Vice President-Finance FLEETWOOD CAPITAL TRUST II By: /s/ Lyle N. Larkin ---------------------- Name: Lyle N. Larkin Title: Regular _____________ dt 1490954 ; Citicorp USA Citicorp USA, Inc. As referenced in this Distribution Agreement: Citicorp USA, Inc – the credit agreement dated as of July 27, 2001 among the Company, as guarantor, the financial institutions named therein, as the lenders, Bank of America, N.A., as administrative agent, Citicorp USA, Inc ., as documentation agent, Heller Financial, Inc., as syndication agent and Fleetwood Holdings, Inc., and certain of its subsidiaries and Fleetwood Retail Corp., and certain of its subsidiaries, as the _____________ dt 1014549 ; BofA Securities Banc of America Securities LLC ( Financial ) As referenced in this Distribution Agreement: BANC OF AMERICA SECURITIES LLC – {DOCUMENT} {TYPE}EX-1.2 {SEQUENCE}4 {FILENAME}a2058230zex-1_2.txt {DESCRIPTION}EXHIBIT 1.2 {TEXT} {Page} EXHIBIT 1.2 FLEETWOOD ENTERPRISES, INC., FLEETWOOD CAPITAL TRUST II and BANC OF AMERICA SECURITIES LLC Distribution Agreement dated as of December 5, 2001 {Page} DISTRIBUTION AGREEMENT December 5, 2001 BANC OF AMERICA SECURITIES LLC 9 West 57th Street New York, New York 10019 Ladies _____________ BANC OF AMERICA SECURITIES LLC – EXHIBIT 1.2 FLEETWOOD ENTERPRISES, INC., FLEETWOOD CAPITAL TRUST II and BANC OF AMERICA SECURITIES LLC Distribution Agreement dated as of December 5, 2001 {Page} DISTRIBUTION AGREEMENT December 5, 2001 BANC OF AMERICA SECURITIES LLC 9 West 57th Street New York, New York 10019 Ladies and Gentlemen: 1. INTRODUCTORY. Fleetwood Enterprises, Inc., a Delaware corporation (the "Company") proposes to offer for sale up to $ _____________ Banc of America Securities LLC – All communications hereunder shall be in writing and shall be mailed, hand delivered or telecopied and confirmed to the parties hereto as follows: If to the Placement Agent: 29 {Page} Banc of America Securities LLC 9 West 57th Street New York, NY 10019 Facsimile: 212-583-8457 Attention: Eric Hambleton with a copy to: Davis Polk & Wardwell 450 Lexington Avenue New York, NY 10017 _____________ Banc of America Securities, LLC – GENERAL PROVISIONS. This Agreement, together with the Engagement Letter (including all attachments or schedules thereto) and the Dealer Manager Agreement, dated the date hereof, among the Company, the Trust and Banc of America Securities, LLC , as dealer manager, constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with _____________ BANC OF AMERICA SECURITIES LLC – hereby confirmed and accepted by the Placement Agent in New York, New York as of the date first above written. Accepted and agreed as of the date first above written: BANC OF AMERICA SECURITIES LLC By: /s/ Derek Dillon ----------------------- Name: Derek Dillon Title: Managing Director 33 {Page} EXHIBIT A FORM OF OPINION OF GIBSON, DUNN & CRUTCHER LLP PURSUANT TO SECTION 9(f) 1. The _____________ dt 1002931 ;	BofA Bank of America, NA ( Money Center Banks ) As referenced in this Distribution Agreement: Bank of America, N.A. – Company, Fleetwood Holdings, Inc. ("Holdings"), Fleetwood Retail Corp. ("Retail") and certain subsidiaries of the Company, Holdings and Retail (collectively with the Company, Holdings and Retail, the "Pledgors"), in favor of Bank of America, N.A. , as agent for the lenders that may from time to time become parties to the Bank of America Credit Agreement (as defined herein) (the "Lenders"). Complete and correct copies _____________ Bank of America, N.A. – Existing Debentures, and the related indenture and guarantee, the credit agreement dated as of July 27, 2001 among the Company, as guarantor, the financial institutions named therein, as the lenders, Bank of America, N.A. , as administrative agent, Citicorp USA, Inc., as documentation agent, Heller Financial, Inc., as syndication agent and Fleetwood Holdings, Inc., and certain of its subsidiaries and Fleetwood Retail Corp., and _____________ dt 1032401 ; Davis Polk Davis Polk & Wardwell ( Legal ) As referenced in this Distribution Agreement: Davis Polk & Wardwell, – such date, the form of which is attached as EXHIBIT E. (k) On the Commencement Date and the Closing Date, the Placement Agent shall have received the favorable opinion of Davis Polk & Wardwell, counsel for the Placement Agent, in form and substance satisfactory to the Placement Agent. (l) On the date hereof, the Company shall have furnished to the Placement Agent an _____________ Davis Polk & Wardwell – to the Placement Agent: 29 {Page} Banc of America Securities LLC 9 West 57th Street New York, NY 10019 Facsimile: 212-583-8457 Attention: Eric Hambleton with a copy to: Davis Polk & Wardwell 450 Lexington Avenue New York, NY 10017 Facsimile: 212-450-4800 Attention: Winthrop B. Conrad, Jr. If to the Company: Fleetwood Enterprises, Inc. 3125 Myers Street Riverside, California 92513 _____________ dt 1015933 ; Gibson Dunn Gibson, Dunn & Crutcher ( Legal ) As referenced in this Distribution Agreement: Gibson, Dunn – 6, 13 and 14 and clause (i) of the next-to-last paragraph of EXHIBIT A) and the Closing Date, the Placement Agent shall have received the favorable opinion of Gibson, Dunn & Crutcher LLP, special counsel for the Trust and the Company, dated as of such date, the form of which is attached as EXHIBIT A. (g) On the Commencement Date ( _____________ Gibson, Dunn – such date, the form of which is attached as EXHIBIT D. (j) On the Commencement Date and the Closing Date, the Placement Agent shall have received the favorable opinion of Gibson, Dunn & Crutcher LLP, special tax counsel to the Trust and the Company, dated as of such date, the form of which is attached as EXHIBIT E. (k) On the Commencement _____________ Gibson, Dunn – 4800 Attention: Winthrop B. Conrad, Jr. If to the Company: Fleetwood Enterprises, Inc. 3125 Myers Street Riverside, California 92513 Facsimile: (909) 351-3776 Attention: General Counsel with a copy to: Gibson, Dunn & Crutcher LLP Jamboree Center 4 Park Plaza Irvine, CA 92614-8557 Facsimile: (949) 451-4220 Attention: Mark W. Shurtleff, Esq. If to the Trust: Fleetwood Capital Trust II Regular _____________ Gibson, Dunn – the Trust: Fleetwood Capital Trust II Regular Trustees c/o Fleetwood Enterprises, Inc. 3125 Myers Street Riverside, California 92513 Facsimile: (909) 351-3776 Attention: General Counsel with a copy to: Gibson, Dunn & Crutcher LLP 30 {Page} Jamboree Center 4 Park Plaza Irvine, CA 92614-8557 Facsimile: (949) 451-4220 Attention: Mark W. Shurtleff, Esq. Any party hereto may change the address _____________ GIBSON, DUNN – as of the date first above written: BANC OF AMERICA SECURITIES LLC By: /s/ Derek Dillon ----------------------- Name: Derek Dillon Title: Managing Director 33 {Page} EXHIBIT A FORM OF OPINION OF GIBSON, DUNN & CRUTCHER LLP PURSUANT TO SECTION 9(f) 1. The Company has been duly incorporated and is validly existing and in good standing under the laws of its jurisdiction of _____________ dt 1001358
Preview Full Doc	2004	Guaranty Guaranty (29K) Doc #389101: Click preview link for longer preview. GUARANTY THIS GUARANTY, dated September 3, 2004, is made and given by FLEETWOOD ENTERPRISES, INC., a Delaware corporation (ï¿½Guarantorï¿½), to RESIDENTIAL FUNDING CORPORATION, a Delaware corporation (ï¿½Lenderï¿½). RECITALS A. Lender has agreed to make certain accommodations (ï¿½Loanï¿½) to HOMEONE CREDIT CORP., a Delaware corporation (ï¿½Borrowerï¿½). B. The Loan is evidenced by Borrowerï¿½s Promissory Note dated as of . . . 389101	Fleetwood Fleetwood Enterprises, Inc. ( Capital Goods ) As referenced in this Guaranty: FLEETWOOD ENTERPRISES, INC – EX-10.2 3 a04-10846_1ex10d2.htm EX-10.2 Exhibit 10.2 GUARANTY THIS GUARANTY, dated September 3, 2004, is made and given by FLEETWOOD ENTERPRISES, INC ., a Delaware corporation (Guarantor), to RESIDENTIAL FUNDING CORPORATION, a Delaware corporation (Lender). RECITALS A. Lender has agreed to make certain accommodations (Loan) to HOMEONE CREDIT CORP., a Delaware corporation ( _____________ Fleetwood Enterprises, Inc – including registration or certification charges), addressed as follows (or at such other address as may be designated by Guarantor or Lender in a notice to the other): If to Guarantor: Fleetwood Enterprises, Inc . 3125 Myers Street Riverside, CA 92503 Attention: Boyd Plowman, Senior Vice President If to Lender: Residential Funding Corporation 7501 Wisconsin Avenue Bethesda, MD 20814 Attention: Jim Clapp, Director All _____________ FLEETWOOD ENTERPRISES, INC – SEEK PUNITIVE, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES. 7 IN WITNESS WHEREOF, Guarantor has executed this Guaranty with the intent to be legally bound as of the date first above written. FLEETWOOD ENTERPRISES, INC ., a Delaware corporation By: /s/ Its: Address: 3125 Myers Street Riverside, CA 92503 Telephone: (909) 351-3340 E.I. No.: ACKNOWLEDGED AND AGREED: RESIDENTIAL FUNDING CORPORAITON, a Delaware corporation _____________ dt 1490927
Preview Full Doc	2006	Indemnification Agreement Indemnification Agreement (41K) Doc #1740090: Click preview link for longer preview. FLEETWOOD ENTERPRISES, INC. INDEMNIFICATION AGREEMENT This Indemnification Agreement (ï¿½Agreementï¿½) is made as of ______________ by and between Fleetwood Enterprises, Inc., a Delaware corporation (the ï¿½Companyï¿½), and ________________ (ï¿½Indemniteeï¿½). RECITALS WHEREAS, the Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve the Company; WHEREAS, in order to induce Indemnitee to continue to provide services to the Company, the Company wishes to provide for the indemnification of, and advancement of expenses to, Indemnitee to . . . 1740090	Fleetwood Fleetwood Enterprises, Inc. ( Capital Goods ) As referenced in this Indemnification Agreement: FLEETWOOD ENTERPRISES, INC – EX-10.2 3 a06-12017_1ex10d2.htm EX-10 Exhibit 10.2 FLEETWOOD ENTERPRISES, INC . INDEMNIFICATION AGREEMENT This Indemnification Agreement (Agreement) is made as of ______________ by and between Fleetwood Enterprises, Inc., a Delaware corporation (the Company), and ________________ (Indemnitee). RECITALS WHEREAS, the Company _____________ Fleetwood Enterprises, Inc – EX-10.2 3 a06-12017_1ex10d2.htm EX-10 Exhibit 10.2 FLEETWOOD ENTERPRISES, INC. INDEMNIFICATION AGREEMENT This Indemnification Agreement (Agreement) is made as of ______________ by and between Fleetwood Enterprises, Inc ., a Delaware corporation (the Company), and ________________ (Indemnitee). RECITALS WHEREAS, the Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve the _____________ Fleetwood Enterprises, Inc – receipt of oral confirmation that such transmission has been received: (a) If to Indemnitee, at such address as Indemnitee shall provide to the Company. (b) If to the Company to: Fleetwood Enterprises, Inc . Attention: General Counsel 3125 Myers Street P.O. Box 7638 Riverside, CA 92513-7638 or to any other address as may have been furnished to Indemnitee by the Company. _____________ FLEETWOOD ENTERPRISES, INC – of this Agreement or to affect the construction thereof. IN WITNESS WHEREOF, the parties have caused this Agreement to be signed as of the day and year first above written. FLEETWOOD ENTERPRISES, INC . By: Leonard J. McGill Sr. Vice President-General Counsel & Secretary By: Indemnitee 12 _____________ dt 1490975
Preview Full Doc	2001	Indemnity Agreement