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Fleetwood Enterprises, Inc.

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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
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