0001104659-03-029186 Sample Contracts

EIGHTH AMENDMENT TO
Credit Agreement • December 23rd, 2003 • Fleetwood Enterprises Inc/De/ • Motor homes • California

This EIGHTH AMENDMENT TO CREDIT AGREEMENT AND CONSENT OF GUARANTORS (this “Amendment”) is dated as of December 15, 2003, and entered into by and among FLEETWOOD ENTERPRISES, INC. (“Fleetwood”), FLEETWOOD HOLDINGS, INC. and its Subsidiaries listed on the signature pages hereof (collectively, “FMC”), FLEETWOOD RETAIL, CORP. and its Subsidiaries listed on the signature pages hereof (collectively, “FRC”), the banks and other financial institutions signatory hereto that are parties as Lenders to the Credit Agreement referred to below (the “Lenders”), and BANK OF AMERICA, N.A., as administrative agent and collateral agent (in such capacity, the “Agent”) for the Lenders.

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Registration Rights Agreement
Registration Rights Agreement • December 23rd, 2003 • Fleetwood Enterprises Inc/De/ • Motor homes • New York

Registration Rights Agreement, dated as of December 22, 2003, between Fleetwood Enterprises, Inc., a Delaware corporation (together with any successor entity, herein referred to as the “Company”), and Lehman Brothers Inc. (the “Initial Purchaser”).

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