0001104659-05-031425 Sample Contracts

SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • July 7th, 2005 • Fleetwood Enterprises Inc/De/ • Motor homes • California

This SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of July 1, 2005 (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”); GENERAL ELECTRIC CAPITAL CORPORATION, as the syndication agent for the Lenders (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

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EMPLOYMENT AGREEMENT
Employment Agreement • July 7th, 2005 • Fleetwood Enterprises Inc/De/ • Motor homes • California

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”).

FLEETWOOD ENTERPRISES, INC. ELDEN L. SMITH STOCK OPTION PLAN AND AGREEMENT
Smith Stock Option Plan and Agreement • July 7th, 2005 • Fleetwood Enterprises Inc/De/ • Motor homes • California

THIS STOCK OPTION PLAN AND AGREEMENT (this “Agreement”) is made effective as of March 8, 2005 (the “Grant Date”), by and between FLEETWOOD ENTERPRISES, INC., a Delaware corporation (the “Company”), and Elden L. Smith (“Optionee”).

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